CONFIDENTIAL DISCLOSURE AGREEMENT

This CONFIDENTIAL DISCLOSURE AGREEMENT, effective 11, August  2016 (this “Agreement”), is by and between Jenesia1, a North Carolina having its place of business at P.O.Box 9 Merry Hill, NC 27957 (mailing address) , (503 east main street Powellsville, NC 27967 (“Jenesia1”) and _____________having its place of business at _________________(“Company”). _____Jenesia1 and _________may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Company desires to exchange information with Jenesia1 enabling it to enter into discussions regarding future relationships between the Parties, including, but not limited to, business matters, contracts, and technical matters pertaining to thermal imaging systems.

WHEREAS,Jenesia1 also desires to exchange information with Company to enter into discussions regarding future relationships between Jenesia1 and Company, including, but not limited to, business matters, contracts, and technical matters pertaining to imaging systems and video processing.

WHEREAS, in the course of such discussions, the Parties may exchange certain confidential information.

NOW, THEREFORE, in consideration of the foregoing recitals, which shall be deemed to be a substantive part of this Agreement, and the mutual covenants, promises, agreements, representations and warranties hereinafter set forth, the parties hereto do hereby covenant, promise, agree, represent, and warrant as follows:

This Agreement shall be in full force and effect from the effective date above and throughout the entire period the Parties are actively seeking the execution of a further contract (“Active Period”) plus a period of twelve months. Termination of the Active Period requires written notice provided by the terminating Party and provided to the other Party at the address above.

Subject to the provisions of paragraph 3, “Confidential Information” shall mean all information and materials relating to a general business arrangements between the Parties, including without limitation, designs, business plans, customers, subcontractors, rates, place of duty, and terms of all future business contracts. Confidential information shall also include all notes, reports, analysis, forecasts, compilations, studies, interpretations or other documents and materials prepared by or for each Party as such pertains to the Parties’ discussions. It is agreed that (i) the fact that any discussion or negotiations are taking place between the Parties concerning a future contract, and (ii) any of the terms, conditions or other facts with respect to the Parties’ negotiations regarding a future contract, shall be deemed to be part of each Party’s Confidential Information. In order to be subject to the terms and conditions of the Agreement, Confidential Information must be disclosed in writing or other tangible form, or if disclosed other than in written or other tangible form, must be summarized in writing, and shall provided summery to the other Party within thirty (30) days of the initial disclosure.

Each Party shall observe the strictest secrecy with respect to the Confidential Information presented by the other Party and shall disclose the Confidential Information only to persons employed by or affiliated with the receiving Party, who have a bonafide “need to know” in order to facilitate the required performance of services of the Parties under the terms of this Agreement. The receiving Party shall be responsible for any damages resulting from any breach of this Agreement, which includes the dissemination of the Confidential Information to any third party who learned of such information through the receiving Party.

This Agreement covers only those portions of the Confidential Information not previously known to the Parties from other sources or otherwise in the public domain. The restrictions on disclosure set forth herein shall not apply to any portions of the Confidential Information that:

Are generally known or available to the public at the time of the disclosure to the Parties, or thereafter become generally known or available to the public, through no act or failure to act on the part of the Parties.

Are known by the Parties at the time of the disclosure, as evidenced by its records;

Are obtained by or furnished to a Party from a third party not under any obligation of secrecy or confidentiality to the Parties; and

Are the subject of written permission to disclose provided by the disclosing Party.

The Parties shall use the Confidential Information solely for the purpose of discussions pertaining to one or more future contracts and evaluating their interest in entering into any such future contracts, including, but not limited to, discussions and future contracts pertaining to imaging systems.

Notwithstanding the foregoing restrictions on disclosure of Confidential Information, a Party may disclose Confidential Information (i) in response to a valid order of a court of competent jurisdiction or any governmental agency or regulatory body having proper authority to require disclosure or (ii) as otherwise required by law; provided that the Party notifies the other Party of such requirements so that the Party may seek a protective order or other appropriate remedy; and provided further that in the event that no such protective order or other remedy is obtained, disclosing Party will furnish only that portion of the Confidential Information which it is required to legally furnish.

No rights or licenses to any trademarks, trade secrets, copyrights, patents, know-how or any other proprietary rights of the Parties are implied or granted under this Agreement. All Confidential Information (including all copies thereof) shall at all times remain the property of the disclosing Party.

Company shall not promote, market, offer, manufacture, or sell any products or services that are or could be competitive with any products of Jenesia1; nor will it represent any party other than Jenesia1 in connection with any promotion, marketing, offer, manufacture, or sale of competing products. Competing products are defined as: complete Thermal Imaging Systems with wired or wireless control, any components or software with reasonable similarity and function to any components or software used in conjunction with Jenesia1 Industrial Systems.

Each receiving Party covenants:

To return any written documentation generated by the disclosing Party that pertains to the disclosing Party’s Confidential Information within thirty (30) days of the completion of services;

Not to use the disclosing Party’s confidential Information as a basis for any future research and development effort;

Not to use the disclosing Party’s Confidential Information as a basis for any future contract with a third party; and

Not to use the Disclosing party’s Confidential Information to improve any product, process, know-how, invention, or trade secret of the receiving party.

This Agreement shall be binding upon the Parties hereto and their successors and permitted assigns. Neither Party shall assign or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of the other Party.

The Parties understand and agree that money damages may not be a sufficient remedy for any breach of this Agreement and that, in addition to any and all other remedies available at law or in equity, the non-breaching Party may be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any actual or threatened breach of this Agreement as well as attorney’s fees for pursuing such breach.

Company agrees that during the term of this Agreement and for a period of twelve months after its effective termination, Company shall not contact, divert or solicit directly or indirectly any account, customer or supplier with whom Jenesia1 has conducted any business or for whom Jenesia1 has performed any service or sold any products during the period covered under the terms hereof.

Company further agrees that during the term of this Agreement and for a period of twelve months after its effective termination, they will neither employ nor solicit or seek to persuade any employee, consultant or independent contractor of Jenesia1 to discontinue his employment or relationship with Jenesia1, or to become employed or engaged in any function with Company.

This Agreement constitutes the entire understanding between the Parties with respect to the Confidential Information. No modification, amendment or waiver of or to the terms of this Agreement may be made without the written consent of both Parties. Neither Party shall have any obligation to enter into any further agreement with the other regarding the Confidential Information.

The provisions of this Agreement are deemed to be severable, and the invalidity or unenforceability of any one or more of the provisions of this Agreement shall not affect the validity or enforceability of any other provision.

This Agreement does not create any agency or partnership relationship between the Parties hereto.

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without reference to any rules of conflict of laws. The Parties hereby submit to the exclusive jurisdiction of the federal or state courts of the North Carolina for any and all disputes that may arise under this Agreement.

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which shall together constitute on and the same agreement.

Any notices, requests, and other communication herein required shall be in writing and shall be deemed duly given if hand delivered or mailed by certified mail, return receipt requested, addressed as set forth here above, or to such other address as any person or entity may designate in writing.

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In Witness Whereof, the Parties have executed this Agreement as of the date first written above.

Jenesia1____________ (Company)________________________

Signature________________________ Signature:_______________________

Name:__________________________ Name:_________________________

Title___________________________ Title:__________________________

Date___________________________ Date:__________________________