OFFICE 0F THE GQVERNOR

NONDISCLOSURE AGREEMENT

This Nondisclosure Agreement (the "Agreement") is entered into by and between State of West
Virginia, Office of the Governor with its principal offices at West Virginia Capitol, Charleston, WV,
("Disclosing Party") and Bray Cary, located at 1941 Parkwood Road, Charleston, WV (?Receiving
my") for the purpose of preventing the unauthorized disclosure of Confidential Information as
defined below. The parties agree to enter into a confidential relationship with respect to the disclosure
of certain protected and confidential information ("Confidential Information").

1. Definition of Confidential Information. For purposes of this Agreement, "Confidentiai Information"
shail include all information or material that has or could have protected, and confidential information
which Disclosing Party is engaged. if Confidential Information is in written form, the Disclosing Party
shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential
information is transmitted orally, the Disclosing Party shaii identify the communication as
constituting Confidential Information.

2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do
not extend to information that is: pubiiciy known at the time of disciosure or subsequently
becomes pubiicly known through no fauit of the Receiving Party; discovered or created by the
Receiving Party before disclosure by Disciosing Party; learned by the Receiving Party through
legitimate means other than from-the Disclosing Party or Disclosing Party?s representatives; or is
disclosed by Receiving Party with Disclosing Party's prior written approval.

3. Obiigations of Receiving Party. Receiving Party shall hold and maintain the Confidential
Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving
Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own
benefit,.pubiish, copy, or otherwise disclose to others, or permit the use by others for their benefit or
to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to
Disclosing Party any and all records, notes, and other written, printed, or tangible materiais in its
possession pertaining to Confidential information immediately if Disclosing Party requests it in writing.

4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this
Agreement and Receiving Party?s duty to hold Confidentiai Information in confidence shall remain in
effect until the Confidential Information no longer qualifies as Confidentiai or untii Disclosing Party
sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs
first.

QFFICE OF THE GQVERNOR

S. Reiationships. Nothing contained in this Agreement shaii be deemed to constitute either party a
partner, joint venturer or employee of the other party for any purpose.

6. If a court finds any provision of this Agreement invaiid or unenforceabie, the
remainder of this Agreement shaii be interpreted so as best to effect the intent of the parties.

7. Integration. This Agreement expresses the cempiete understanding of the parties with respect to
the subject matter and supersedes ail prior proposais, agreements, representations and
understandings. This Agreement may not be amended except in a writing signed by both parties.

8. Waiver. The faiiure to exercise any right provided in this Agreement shaii not be a waiver of prior
or subsequent rights.

This Agreement and each party?s obiigations shaii be binding on the representatives, assigns and
successors of such party. Each party has signed this Agreement through its authorized representative.

(Signature)
Chief of Staff Mike i-iaii, State of West Virginia, Office of Governor

Date: 

(Signature)

 

Mr. Bray Cary

Date: NW 2%