form, emanating from or relating to the Company and its members, including, but not limited to, trade secrets, technical information, costs, designs, drawings, processes, systems, methods of operation and procedures, price lists, financial data, code books, invoices and other financial statements, computer programs, discs, printouts, plans, customer lists, telephone numbers, names, addresses, or any other written or unwritten information that is used in the business of the Company. The Consultant acknowledges that the Confidential Information constitutes a unique and valuable asset acquired at great time and expense, and that any disclosure or use of any Confidential Information, other than in rendering Services under this Agreement would cause great irreparable harm to the Company. In the event of a breach or threatened breach of this Section, Consultant agrees that monetary damages would be an inadequate remedy at law, and both preliminary and permanent equitable injunctive relief is necessary and shall be available to protect the rights of the Company.

8.

Miscellaneous.

a.

Successors and Assigns. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto, their respective successors and assigns. Neither party shall assign all or any part of the Agreement without the other party’s written consent.

b.

Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter of this Agreement, and all prior agreements, understandings, and restrictions, whether written or oral, between the parties are hereby superseded by and merged into this Agreement.

c.

Governing Law. It is the intention of the parties that the laws of Florida, without regard to its principles of conflicts of laws, shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

d.

Waiver and Amendment. No provision hereof may be waived unless in writing and signed by all parties hereto. A waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. The failure to take prompt action to terminate for, or seek the correction of, a breach of one party shall not be deemed or waiver by the other party of the right to enforce its rights hereunder. This Agreement may only be amended by a written agreement executed by all the parties hereto.

e.

Severability. If any provision of this Agreement is judicially determined to be invalid or unenforceable as written, then such provision shall, if possible, be modified and reformed to the degree necessary to render it valid and enforceable. Further, any such invalidity or unenforceability of any provision shall have no effect on the remainder of the Agreement which shall remain in full force and effect.

f.

Notices. All notices require or given herewith shall be addressed to the Company or Consultant at the designated addresses shown below by registered mail, special delivery, or by certified courier services.