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NCNDA.

The Parties desire to engage in discussions and exchanges of confidential and proprietary information for the purpose of evaluating a potential business relationship, investment, financing, acquisition, disposition, or other transaction (the "Purpose").

"Confidential Information" means any non-public, proprietary, or sensitive information disclosed by or on behalf of a Party, including but not limited to:

• Business operations, financial information, projections, and reports
• Customer, vendor, and supplier relationships
• Intellectual property, trade secrets, and know-how
• Identity of any business, counterparty, or opportunity
• The existence, status, or terms of any discussions or potential transaction

Confidential Information includes information disclosed orally, electronically, visually, or in writing, whether or not marked confidential.

The Receiving Party agrees to:

• Use Confidential Information solely for the Purpose
• Not use Confidential Information for any competitive, commercial, or other purpose adverse to the Disclosing Party or its clients
• Not directly or indirectly exploit Confidential Information for its own benefit outside the contemplated relationship

The Receiving Party shall hold all Confidential Information in strict confidence and not disclose such information to any third party without prior written consent.

Exception: Disclosure is permitted to employees, advisors, financing sources, and affiliates who have a need to know for the Purpose and are bound by confidentiality obligations. The Receiving Party shall be responsible for any breach by such parties.

The Receiving Party agrees that it shall not, directly or indirectly, circumvent, avoid, bypass, or obviate the Disclosing Party, or engage in discussions, negotiations, or transactions with any party introduced or identified through the Disclosing Party in connection with the Purpose, without the prior written consent of the Disclosing Party.

This provision shall apply to the Receiving Party and its affiliates, principals, partners, employees, and representatives.

For a period of two (2) years from the Effective Date, the Receiving Party agrees not to:

• Solicit, hire, or engage any employee, contractor, or key personnel of the Disclosing Party or its clients
• Interfere with or attempt to disrupt any business relationship between the Disclosing Party (or its clients) and their customers, vendors, or counterparties

The Receiving Party agrees not to use Confidential Information to compete with the Disclosing Party or its clients, or to replicate, reverse engineer, or derive business strategies, pricing models, or operational processes. This restriction applies whether or not a transaction is completed.

The obligations herein shall not apply to information that:

• a) Was known prior to disclosure
• b) Becomes publicly available without breach
• c) Is independently developed without use of Confidential Information
• d) Is required by law or court order (provided prompt notice is given to the Disclosing Party)

Upon request, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies, summaries, analyses, and derivative materials.

Exception: The Receiving Party may retain one archival copy for legal or compliance purposes, which shall remain subject to this Agreement.

All Confidential Information is provided "as is." The Disclosing Party makes no representations or warranties, express or implied, regarding the accuracy or completeness of such information.

Nothing in this Agreement obligates either Party to enter into any transaction or relationship, or creates any partnership, joint venture, or agency relationship.

The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm. Accordingly, the Disclosing Party shall be entitled to injunctive relief, specific performance, and all other remedies available at law or in equity.

This Agreement shall remain in effect for two (2) years from the Effective Date. Confidentiality, non-circumvention, and related obligations shall survive for three (3) years, and for trade secrets, as long as such information remains confidential.

This Agreement shall be governed by the laws of the State of Texas, without regard to conflict of law principles.

This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions or agreements, whether oral or written.

This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures delivered by electronic means — including PDF, PandaDoc, DocuSign, Adobe Sign, or other electronic signature platforms — shall have the same legal effect as original handwritten signatures and shall be binding upon the Parties. Neither Party shall challenge the validity or enforceability of this Agreement solely on the basis that it was executed electronically.