By accepting this agreement, you officially declare that you agree to and digitally sign the following agreement:

THIS AGREEMENT is made by and between Fuel24 and the Applicant (“Recipient”).

WHEREAS, Fuel24 and the Recipient, for their mutual benefit and in anticipation of a working relationship that has been or may be established, expect that Fuel24 may disclose or deliver to the Recipient documents, components, parts, information, drawings, data, sketches, plans, programs, specifications, techniques, processes, software, inventions, and other materials, both written and oral, of a secret, confidential, or proprietary nature. This includes but is not limited to, any and all information relating to marketing, finance, forecasts, inventions, research, design, or development of information systems, and supportive or incidental subsystems, any subject matter claimed in or disclosed by any patent application prepared or filed by or on behalf of Fuel24 in any jurisdiction, and any amendments or supplements thereto (collectively referred to as “Proprietary Information”); and

WHEREAS, Fuel24 wishes to ensure that the confidentiality of any Proprietary Information is maintained;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, Fuel24 and the Recipient hereby agree as follows:

1. For a period of sixty (60) months from the date hereof, the Recipient shall hold in trust and confidence and shall not disclose to others or use for their own benefit, or for the benefit of another, any Proprietary Information which is disclosed to them by Fuel24 at any time between the date hereof and twelve (12) months thereafter. The Recipient shall disclose Proprietary Information received under this Agreement only to persons within their organization who (i) have a need to know and (ii) are bound in writing to protect the confidentiality of such Proprietary Information. This paragraph shall survive and continue after any expiration or termination of this Agreement and shall bind the Recipient, its employees, agents, representatives, successors, heirs, and assigns.

2. The undertakings and obligations of the Recipient under this Agreement shall not apply to any Proprietary Information which:

(a) is described in an issued patent anywhere in the world, is disclosed in a printed publication available to the public, or is otherwise in the public domain through no action or fault of the Recipient;

(b) is generally disclosed to third parties by Fuel24 without restriction on such third parties, or is approved for release by written authorization of Fuel24;

(c) is not designated “confidential” at the time of first disclosure hereunder, or is not later designated in writing by Fuel24 within thirty (30) days from disclosure to the Recipient to be of a secret, confidential, or proprietary nature; or

(d) is shown to Fuel24 by the Recipient, within ten (10) days from disclosure, by underlying documentation, to have been known by the Recipient before receipt from Fuel24 and/or to have been developed by the Recipient completely independently of any disclosure by Fuel24.

3. Title to all property received by the Recipient from Fuel24, including all Proprietary Information, shall remain at all times the sole property of Fuel24, and this Agreement shall not be construed to grant to the Recipient any patents, licenses, or similar rights to such property and Proprietary Information disclosed to the Recipient hereunder.

4. The Recipient shall, upon request of Fuel24, return to Fuel24 all documents, drawings, and other tangible materials, including all Proprietary Information and all manifestations thereof, delivered to the Recipient, and all copies and reproductions thereof.

5. The parties further agree to the following terms and conditions:

i. Any breach by the Recipient of any of their obligations under this Agreement will result in irreparable injury to Fuel24, for which damages and other legal remedies will be inadequate. In seeking enforcement of any of these obligations, Fuel24 will be entitled (in addition to other remedies) to preliminary and permanent injunctive and other equitable relief to prevent, discontinue, and/or restrain the breach of this Agreement.

ii. If any provision of this Agreement is invalid or unenforceable, then such provision shall be construed and limited to the extent necessary, or severed if necessary, in order to eliminate such invalidity or unenforceability, and the other provisions of this Agreement shall not be affected thereby.

iii. In any dispute over whether information or matter is Proprietary Information hereunder, it shall be the burden of the Recipient to show both that such contested information or matter is not Proprietary

Information within the meaning of this Agreement, and that it does not constitute a trade secret under the Uniform Trade Secrets Act or successor or similar law in effect in the State of the Recipient.

iv. No delay or omission by either party in exercising any rights under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

v. This Agreement shall be binding upon and will inure to the benefit of the parties hereto and their respective successors and assigns.

vi. This Agreement is governed by and will be construed in accordance with the laws of the State of [your state], and the courts of [your state] shall be the exclusive forum.

vii. This Agreement is in addition to any prior written agreement between Fuel24 and the Recipient relating to the subject matter of this agreement; in the event of any disparity or conflict between the provisions of such agreements, the provision which is more protective of Proprietary Information shall control. This Agreement may not be modified, in whole or in part, except by an agreement in writing signed by Fuel24 and the Recipient.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. Fuel24.