Established National Consulting and Advisory Firm Specializing in Licensing and Regulatory Compliance

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality and Non-Disclosure Agreement ("Agreement") is entered into by and between Valhalla Business Brokers & Advisors ("Broker") and the undersigned prospective buyer ("Recipient"). WHEREAS, the Recipient desires to receive certain confidential information regarding business(es) listed for sale by the Broker; and WHEREAS, the Broker is willing to provide such information subject to the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. CONFIDENTIAL INFORMATION. "Confidential Information" means all information, whether written, oral, electronic, or visual, disclosed by Broker to Recipient relating to any business listed for sale, including but not limited to: financial statements, tax returns, customer lists, supplier information, employee information, business operations, trade secrets, proprietary processes, pricing information, lease agreements, contracts, and any other information designated as confidential. 2. NON-DISCLOSURE. Recipient agrees to hold all Confidential Information in strict confidence and shall not, without the prior written consent of Broker: a. Disclose any Confidential Information to any third party; b. Use any Confidential Information for any purpose other than evaluating a potential acquisition; c. Contact the owner(s), employees, customers, or suppliers of any listed business directly without prior written authorization from Broker. 3. NON-CIRCUMVENTION. Recipient agrees not to circumvent, avoid, bypass, or obviate, directly or indirectly, the Broker in any transaction involving the listed business(es). Recipient shall conduct all negotiations and communications regarding the business(es) exclusively through the Broker. 4. RETURN OF INFORMATION. Upon request by Broker or upon termination of discussions, Recipient shall promptly return or destroy all Confidential Information and any copies thereof. 5. NO WARRANTY. The Confidential Information is provided "as is" without any warranty, express or implied. Broker makes no representations regarding the accuracy or completeness of any Confidential Information. 6. REMEDIES. Recipient acknowledges that any breach of this Agreement may cause irreparable harm to Broker and the business owner(s), and that monetary damages may be inadequate. Therefore, Broker shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity. 7. TERM. This Agreement shall remain in effect for a period of two (2) years from the date of execution. 8. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws provisions. 9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. By signing below, Recipient acknowledges that they have read, understood, and agree to be bound by the terms of this Confidentiality and Non-Disclosure Agreement.