Non-Disclosure Agreement

1. Definitions

"Confidential Information" means any and all non-public, proprietary, or confidential information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, including but not limited to: business plans, financial data, trade secrets, client lists, contact information, transaction structures, pricing models, banking relationships, supplier and buyer identities, contractual terms, technical data, intellectual property, and any other information that is designated as confidential or that, given the nature of the information or circumstances of disclosure, reasonably should be understood to be confidential.

Confidential Information shall also include the existence and terms of this Agreement, the fact that discussions or negotiations are taking place between the Parties, and any information derived from or relating to the Confidential Information.

2. Non-Disclosure Obligations

Each Party, as a Receiving Party, agrees to the following obligations with respect to the Disclosing Party's Confidential Information:

• (a) Hold and maintain all Confidential Information in strict confidence, using at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care;
• (b) Not disclose, publish, or otherwise disseminate any Confidential Information to any third party without the prior written consent of the Disclosing Party;
• (c) Use the Confidential Information solely for the Purpose and not for any other purpose whatsoever, including but not limited to the Receiving Party's own benefit or the benefit of any third party;
• (d) Limit access to Confidential Information to those of its directors, officers, employees, advisors, and agents who have a need to know such information for the Purpose and who are bound by obligations of confidentiality no less restrictive than those contained herein;
• (e) Be responsible for any breach of this Agreement by any of its directors, officers, employees, advisors, or agents.

3. Non-Circumvention

Each Party agrees that it shall not, directly or indirectly, contact, deal with, or otherwise become involved with any contacts, sources, banks, financial institutions, clients, buyers, sellers, brokers, or other entities introduced by the other Party, for the purpose of circumventing, avoiding, or bypassing the introducing Party, or for the purpose of avoiding the payment of fees, commissions, or other compensation to the introducing Party.

This non-circumvention obligation shall survive for a period of three (3) years from the date of introduction of any such contact, regardless of the termination or expiration of this Agreement.

4. Permitted Disclosures

Notwithstanding the foregoing, a Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid court order, provided that the Receiving Party: (i) gives the Disclosing Party prompt written notice of such requirement prior to disclosure (to the extent legally permitted); (ii) cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy; and (iii) discloses only that portion of the Confidential Information that is legally required to be disclosed.

5. Exclusions

The obligations set forth in this Agreement shall not apply to information that:

• (a) Was already in the public domain at the time of disclosure, or subsequently enters the public domain through no fault or breach by the Receiving Party;
• (b) Was already known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records;
• (c) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records;
• (d) Is lawfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality.

6. Term

This Agreement shall be effective as of the Effective Date and shall remain in full force and effect for a period of three (3) years from the Effective Date, unless earlier terminated by either Party upon thirty (30) days' written notice to the other Party. The obligations of confidentiality and non-circumvention shall survive the termination or expiration of this Agreement for the full duration specified herein.

7. No Obligation to Transact

Nothing in this Agreement shall be construed as obligating either Party to enter into any further agreement, transaction, or business relationship. Each Party reserves the right, in its sole discretion, to decline to pursue or consummate any transaction or relationship, and neither Party shall have any liability to the other Party for any failure to enter into any such transaction or relationship.

8. Return of Information

Upon the written request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, including all copies, extracts, and summaries thereof, and shall certify in writing that it has done so. Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Confidential Information solely for legal compliance and record-keeping purposes, subject to the continuing obligations of confidentiality hereunder.

9. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflicts of law principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, and each Party hereby consents to the personal jurisdiction of such courts.

10. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, representations, and warranties relating thereto. No amendment or modification of this Agreement shall be valid or binding unless made in writing and signed by both Parties.