THIS AGREEMENT, entered into this 23th day of August 2017, by the parties to permit the exchange of proprietary information between J. William Moore, having his principal office at 1915 Southview Drive, Papillion, Nebraska and , having its principal office at , wherein either party may be a discloser (hereinafter "Disclosing Party") or receiver (hereinafter "Receiving Party") of proprietary information, subject to the restrictions set forth herein.


WHEREAS, either party for their mutual benefit may desire to disclose to the other party to this AGREEMENT valuable confidential, trade secret, patented, not-patented, published or unpublished information, (hereinafter "Proprietary Information") relating to ePEDALER International, llc's QUIKbyke electric-assist bicycle rental business plan/presentation for the purpose of possible collaboration between the parties.

WHEREAS, these parties desire to set forth their understandings and agreements concerning the disclosure and use of such Proprietary Information;

NOW THEREFORE, the parties hereby do mutually agree as follows:

1. Proprietary Information, as defined herein, includes, but is not limited to, any information that the Disclosing Party deems confidential, such as, for example, corporate documents, marketing information, plans or proposals for licensing, licensing agreements, proposals or terms of possible joint venture agreements (including written communication to or originated by third parties relating to the aforementioned licensing or joint venture plans, proposals, terms or agreements), stockholder names, customer lists, business plans, plans for manufacture and/or assembly, specifications, empirical test data, product performance figures or estimates, pricing policies, sales data or estimates, financial data or estimates, internal reports, visual demonstrations, oral discussions and computer software, not previously disclosed to the general public, not previously available to the Receiving Party or others (except the U.S. Government) without restriction, which the Disclosing Party desires to protect against unrestricted disclosure or unauthorized use, and which is disclosed pursuant to this AGREEMENT.

2. The parties agree that any Proprietary Information disclosed by either party to the other party shall be used only by the Receiving Party for the purposes set forth above.

3. Proprietary Information shall be afforded protection under this AGREEMENT provided the Disclosing Party sets forth such information in writing or other tangible form and identifies it as such by clearly and conspicuously marking such information with an appropriate legend, marking, stamp or positive written identification on the face thereof to be Proprietary Information.

4. When disclosed orally or visually, to be protected hereunder, such Proprietary Information shall be identified as Proprietary Information at the initial time of oral or visual disclosure. Within thirty (30) days of disclosure, the Disclosing Party shall confirm that PROPRIETARY INFORMATION/NON-DISCLOSURE AGREEMENT! PAGE OF 4 disclosure in writing, referencing the date of disclosure and specifically identifying the Proprietary Information disclosed. Receiving Party shall clearly and conspicuously mark as proprietary to the Disclosing Party all Proprietary Information reduced to writing as a result of such oral or visual disclosures.

5. When disclosed in the form of magnetic recording or some other machine readable form, Proprietary Information shall be identified as Proprietary Information when transmitted. To be protected hereunder, the container or form of the information shall be clearly and conspicuously marked by an appropriate legend by the Disclosing Party as Proprietary Information.

6. Receiving Party agrees to preserve and protect all Proprietary Information from disclosure through an exercise of care it uses to preserve and protect its own Proprietary Information, for a period of three (3) years from the date of termination of this AGREEMENT. Receiving Party shall limit disclosure of such information to those employees, members, directors, executives, officers, legal, financial, accounting or other representatives, and representatives of any thereof with a need-to-know for purposes necessary to this AGREEMENT.

7. It is further agreed that Receiving Party shall not be liable for disclosure of any such Proprietary Information if the same is in or later falls into the public domain, was known to the Receiving Party at the time of disclosure, is disclosed with the prior written approval of the Disclosing Party, can be documented to have been independently developed by the Receiving Party, or is disclosed to the Receiving Party by a third party in rightful possession without breach of the AGREEMENT by the Receiving Party.

8. All documents or other materials delivered hereunder as Proprietary Information and any copies thereof are and shall be the property of the Disclosing Party and shall be promptly returned or destroyed, at the Disclosing Party's option upon expiration of this AGREEMENT or upon the Disclosing Party's written request. If the Disclosing Party requests the information be destroyed, the Receiving Party shall issue a certificate of destruction.

9. Each party agrees that upon expiration of this AGREEMENT, or recall by the Disclosing Party, the Receiving Party will not make any further use of Proprietary Information without written permission of the Disclosing Party.

10. Neither party shall be liable for the inadvertent disclosure of Proprietary Information if such disclosure occurs despite the exercise of the degree of care as stated in Paragraph 6 above.

11. This AGREEMENT shall terminate upon the occurrence of any of the following events:

a. The passage of thirty (30) days after either party gives to the other party written notice of intent to terminate this AGREEMENT with respect to disclosure made thereafter, or

b. the execution of a superseding contract or purchase order between any of the parties relating to the Program.

Termination shall not, however, effect the rights and obligations contained herein with respect to Proprietary Information disclosed hereunder prior to termination.

12. Recognizing that circumstances arising after the date of this AGREEMENT may make desirable disclosure of Proprietary Information to other parties not bound by this AGREEMENT, the parties agree that any such disclosure shall be made only with the prior written approval of the party owning such Proprietary Information.

13. Neither the execution of the AGREEMENT nor the furnishing of any information hereunder shall be construed as granting any party expressly or by implication, estoppel, or otherwise, any license to make, use, sell or practice any Proprietary Information under any discovery, invention, patent, trade secret, copyright or other form of intellectual property now or hereafter owned by or controlled by the party furnishing the information.

14. Nothing in this AGREEMENT shall grant to either party the right to make commitments of any kind, for or on behalf of another party. This AGREEMENT is not intended to be, nor shall it be construed as a joint venture, partnership, or other formal business organization, and neither party shall have the right or obligation to share any of the profit or bear any of the losses of the other party under any contract or subcontract performed in conjunction herewith.

15. This AGREEMENT shall not be construed in any manner to be an obligation to enter into a subcontract or contract or to result in any claim whatsoever by one party against the other for reimbursement of cost for any effort expended.

16. In providing any Proprietary Information hereunder, neither party makes any representation, either expressed or implied, as to its adequacy, accuracy, sufficiency, or freedom from defect of any kind. In addition, none of the information which may be submitted or exchanged by the parties shall constitute any representation, warranty, assurance, guarantee, or inducement by either party to the other with respect to the infringement of trademarks, patents, copyrights or any right of privacy, or other rights of third persons. Neither party shall be liable in damages of whatever kind as a result of the other party's reliance on or use of the information provided hereunder.

17. The AGREEMENT shall be construed according to the laws of the State of NEBRASKA.

18. This AGREEMENT contains the entire understanding between the parties relative to the protection of Proprietary Information and supersedes all prior and collateral communications, reports, and understandings between the parties. No change, modification, alteration, or addition to any provision hereof shall be binding unless in writing and signed by authorized representatives of the parties. This AGREEMENT shall apply in lieu of and notwithstanding any specific legend or statement associated with any particular information or data exchange, and the duties of the parties shall be determined exclusively by the aforementioned terms and conditions.

WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed by their duly authorized representatives as of the date set forth above:

ePEDALER International, llc.Company Name:
BY: J. William Moore, FOUNDERYour Name
EMAIL: bill.moore@quikbyke.comYour Email:
TELEPHONE: 402.339.9877Yes, It's Okay to Call Me:
Dated: Aug 23, 2017Dated: