hereinafter referred to as the “Recipient” (collectively referred to as the “Parties”), as of the date executed by the Company (the “Effective Date”).

Recipient shall strictly maintain the confidentiality of the Proprietary Information. Proprietary information may be shared between the Parties for use of providing authorized home health services as defined by the Missouri Department of Health and Senior Services, Missouri Department of Social Services and Missouri HealthNet, as well as for the everyday business practices for the Company and its clients/consumers.

The Company's clients and/or consumers are defined as: Individuals that are authorized by the Missouri Department of Health and Senior Services, Division of Senior and Disability Services to receive services through the Company.

The Company's employees are defined as: Individuals who have been hired by the Company to provide the Company's clients with services that are authorized by the Missouri Department of Health and Senior Services, Division of Senior and Disability Services.

During the tenure of the Recipient’s employment with the Company and the Time Period stated in Section 3, the Recipient shall not:

Recipient warrants and guarantees that for the tenure of their employment with the Company and for the twenty-four (24) months following the:

The jurisdiction of this agreement shall cover the State of Missouri.

As used herein “Confidential Information” shall mean any and all technical and nontechnical information provided by the Company, including but not limited to:

1. data or other proprietary information relating to the Company's client/consumer demographics:

• name, address, phone numbers, date of birth, social security number, Medicaid number (DCN), financial information, family member's name/contact information, Employer Identification Number, Missouri Tax Identification Number and Unemployment Identification Number (related to Consumer Directed Services)

2. data or other proprietary information relating to the Company's client/consumer care plan and service delivery information.

• authorized services, units, tasks, and any other pertinent information related to the client/consumer's care plan authorized by the Missouri Department of Health and Senior Services, Division of Senior and Disability Services.

3. data or other proprietary information relating to the Company's client/consumer's diagnosis, case file documentation, Nurses notes, client/consumer's physician information, additional agencies/services the client/consumer may be involved with
4. any other subject matter pertaining to any business of the Company or any of the Company's respective clients, consumers, consultants, or licensees that is disclosed to the Recipient under the terms of this Agreement.

Confidential Information does not include information which:

1. Has become generally known to the public through no wrongful act by the Recipient.
2. Has been rightfully received by Recipient from a third party without restriction on disclosure and without breach of an obligation of confidentiality running either directly or indirectly to the Recipient (physician, pharmacy)
3. Has been approved for release to the general public by written authorization of the Company.
4. Has been disclosed pursuant to the requirement of a governmental agency or a court of law without similar restrictions or other protections against public disclosure; or,
5. Has been independently developed by the Recipient without use, directly or indirectly, of the Company’s Confidential Information.

Recipient acknowledges that it will have access to the Company’s Confidential Information and agrees that it shall not directly or indirectly divulge, disclose or communicate any of the Confidential Information to any third party, except as may be required in the course of any formal business association or dealings with the Company and in any event, only with the prior written approval of the Company. The Recipient acknowledges that no license of the Confidential Information, by implication or otherwise, is granted to the Recipient by reason of this Agreement. Additionally, the Recipient acknowledges that it may only use the Confidential Information in connection with its business dealings with the Company and for no other purpose without the prior written consent of the Company. The Recipient further agrees that all Confidential Information, including without limitation any documents, files, reports, notebooks, samples, lists, correspondence, software, or other written or graphic records provided by the Company or produced using the Company’s Confidential Information, will be held strictly confidential and returned upon request to the Company. The term of this Agreement will be ongoing if the Parties are working together in any formal capacity. The conditions of this Agreement shall survive the termination of this Agreement.

Recipient agrees to disclose the Confidential Information to any agents, affiliates, directors, officers or any other employees (collectively, the “Employees”) solely on a need-to-know basis and represents that such Employees have signed appropriate non-disclosure agreements or taken appropriate measures imposing on such Employees a duty to third parties (1) to hold any third party proprietary information received by such Employees in the strictest confidence, (2) not to disclose such third party Confidential Information to any other third party, and (3) not to use such Confidential Information for the benefit of anyone other than to whom it belongs, without the prior express written authorization of the Company.

Upon termination or expiration of the Agreement, or upon written request of the Company, the Recipient shall promptly return to the Company all documents and other tangible materials representing the Company’s Confidential Information and all copies thereof. The Company shall notify immediately the Recipient upon discovery of any loss or unauthorized disclosure of Confidential Information.

Should the Recipient breach any of the provisions of this Agreement by unauthorized use, or by disclosure of the Confidential Information to any unauthorized third party to the Company’s detriment or damage, the Recipient agrees to reimburse the Company for any loss or expense incurred by the Company as a result of such use or unauthorized disclosure or attempted disclosure, including without limitation court costs and reasonable attorney’s fees incurred by the Company in enforcing the provisions hereof. Recipient further agrees that any unauthorized use of or disclosure of the Confidential Information will result in irreparable damage to the Company and that the Company shall be entitled to an award by any court of competent jurisdiction of a temporary restraining order and/or preliminary injunction against such unauthorized use or disclosure by the Recipient without the need to post a bond. Such remedies, however, shall not be deemed to be the exclusive remedies for any breach of this Agreement but shall be in addition to all other remedies available at law or equity.

This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri without reference to its conflicts of laws principles. Any disputes arising from or related to the subject matter of this Agreement shall be heard in a court of appropriate jurisdiction of the Company’s principal office and the parties hereby consent to the personal jurisdiction and venue of these courts. If any provisions of this Agreement or its applications is held to be invalid, illegal, or unenforceable in any respect, the validity, legality or enforceability of any other provisions and applications herein shall not in any way be affected or impaired.

This Agreement represents the entire agreement of the parties and may only be modified by signature by both parties hereto.