Terms of Service and Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into as of by and between North Star Group, Inc., located at 19901 Quail Circle, Fairhope, AL 36523 ("Disclosing Party"), and the user, whose name, address, and IP address are provided and captured electronically during the login process ("Receiving Party").

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" includes all written, electronic, or oral information provided by the Disclosing Party to the Receiving Party, including but not limited to:

• Business practices and/or strategies
• Proprietary information
• Classified government information
• Prototypes or samples
• Customer lists
• Software
• Drawings, designs, documents
• Tangible and intangible information
• Financial information
• Trade secrets
• Hardware configurations
• Unpublished patent applications
• Inventions
• Vendor lists
• Marketing materials
• Written and verbal representations and communications

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly known through no breach of this Agreement by the Receiving Party;
• Is rightfully received by the Receiving Party from a third party without breach of any obligation of confidentiality;
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
• Is required to be disclosed by law or by a judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable notice and opportunity to seek a protective order or equivalent.

3. Obligations of Receiving Party

The Receiving Party agrees to:

• Not disclose Confidential Information to any third parties;
• Use the Confidential Information solely for the purpose of evaluating or engaging in discussions concerning a potential business relationship or collaboration;
• Take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information;
• Immediately notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information.

4. Term

This Agreement and the Receiving Party's duty to hold Confidential Information in confidence remain in effect until:

• The Confidential Information no longer qualifies as confidential; or
• The Disclosing Party sends written notice releasing the Receiving Party from this Agreement.

5. Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of laws principles.

By agreeing to this NDA, the Receiving Party acknowledges and agrees that any legal disputes arising from this Agreement will result in the prevailing party being entitled to recover reasonable attorney's fees and costs.

6. Miscellaneous

We are not claiming a particular fitness for a specific process; processes may change. This Agreement does not provide a license. If you are a government official, you are free to offer this information to others in your government, or advisors, attorneys, and consultants under your employ or jurisdiction.