View & Sign Confidentiality / NDA

BUSINESS ACQUISITION CONFIDENTIALITY, NON-DISCLOSURE, NON-CIRCUMVENTION AND NON-SOLICITATION AGREEMENT This Agreement is entered into as of __________________, 20____ (the “Effective Date”) by and between the Business Owner/Seller identified below (“Seller”) and the prospective buyer identified below (“Buyer”). The Business Broker/Intermediary, if any, is identified below (“Broker”). Buyer seeks confidential information solely to evaluate a possible purchase, investment, financing, merger, or other transaction involving the Business (the “Proposed Transaction”). 1. CONFIDENTIAL INFORMATION “Confidential Information” means all non-public information disclosed directly or indirectly by Seller, the Business, Broker, or their representatives, before or after the Effective Date, in any form. It includes, without limitation: the identity of the Business and the fact it may be for sale; asking price, valuation, offers, negotiations and transaction terms; financial statements, tax returns, bank/merchant records, revenue, expenses, margins, EBITDA/SDE, assets, liabilities, inventory, forecasts and pricing; customers, clients, prospects, leads, accounts, contacts, purchase histories and contracts; suppliers, vendors, manufacturers, distributors, wholesalers, product sources, referral sources and representatives, including pricing, rebates, purchasing terms and sourcing strategies; employees, contractors, compensation, duties and organization; trade secrets, know-how, formulas, methods, systems, software, databases, operating procedures, sales and marketing strategies, intellectual property and business plans; leases, licenses, permits, agreements, insurance, financing and other commercial relationships; and the identities and contact information of the Business’s attorneys, accountants, advisers, landlords, lenders, agents, associates and other representatives. Confidential Information also includes notes, analyses, valuations, models, summaries and other material derived from the foregoing. Confidential Information does not include information Buyer proves by written evidence was lawfully known without restriction before disclosure, becomes public without breach, is lawfully received from an unaffiliated third party without a duty of confidentiality, or is independently developed without use of Confidential Information. 2. BUYER’S CONFIDENTIALITY AND LIMITED-USE DUTIES Buyer shall hold all Confidential Information in strict confidence and use it only to evaluate and, if applicable, complete the Proposed Transaction. Buyer shall not disclose, publish, copy, transmit, sell, exploit, or use it for competition or any unrelated commercial purpose. Buyer shall employ at least reasonable safeguards and promptly notify Seller and Broker of any known unauthorized access, loss, disclosure, or misuse. Buyer may disclose Confidential Information only to bona fide attorneys, accountants, tax or financial advisers, lenders, financing sources, equity partners, and other professional advisers who reasonably need it for the Proposed Transaction (“Representatives”), have been informed of its confidential nature, and are required to protect it. Buyer is responsible for breaches by Buyer’s Representatives to the extent permitted by law. Disclosure to competitors, customers, suppliers, prospective employees, or unrelated industry participants is prohibited without prior written approval of Seller or Broker. 3. CONFIDENTIALITY OF SALE / NO PUBLICITY The existence of a possible sale, Buyer’s interest, negotiations, due diligence, offers, and the identity of the Business are themselves Confidential Information unless Seller has publicly disclosed them. Buyer shall not make any press release, social-media post, website disclosure, customer/vendor communication, or other public announcement concerning the Proposed Transaction without Seller’s prior written consent. 4. NO CONTACT, NO UNAUTHORIZED VISITS Unless Seller or Broker gives prior written authorization, Buyer shall not directly or indirectly contact, question, interview, solicit information from, or otherwise approach any employee, officer, manager, contractor, customer, client, supplier, vendor, distributor, manufacturer, wholesaler, referral source, landlord, property manager, franchisor, franchisee, licensor, lender, governmental agency concerning the transaction, competitor, adviser, or other person or entity connected with the Business for purposes related to the Proposed Transaction. All such communications shall be coordinated through Seller or Broker. Buyer shall not visit the Business for transaction purposes, identify itself to employees as a prospective purchaser, photograph or record non-public operations, inspect private records, enter restricted areas, or disrupt operations without prior authorization. 5. NON-CIRCUMVENTION AND BROKER PROTECTION Buyer acknowledges that Seller and Broker may provide valuable Confidential Information, introductions, business relationships, and transaction opportunities. To the maximum extent permitted by law, Buyer shall not use any Confidential Information, introduction, or relationship obtained through Seller or Broker to bypass, circumvent, exploit, or appropriate for Buyer’s benefit any customer, supplier, source, representative, referral relationship, commercial opportunity, Seller relationship, Broker relationship, or other transaction participant. Buyer shall not directly or indirectly structure, negotiate, pursue, or complete a transaction with Seller, an owner, affiliate, related entity, introduced party, or transaction participant for the purpose of avoiding Broker or defeating, reducing, or interfering with Broker’s contractual compensation or rights. Nothing in this Agreement independently creates a brokerage commission against Buyer unless Buyer separately agrees to such an obligation or applicable law provides otherwise. Broker is an intended third-party beneficiary of this Section and of the confidentiality, no-contact, disclaimer, and remedy provisions that expressly protect Broker, and may enforce those provisions to the extent permitted by law. 6. NON-SOLICITATION / NO COMPETITIVE USE Buyer shall not use Confidential Information obtained through the Proposed Transaction to divert, solicit, appropriate, interfere with, or disrupt the Business’s relationships with customers, clients, suppliers, vendors, manufacturers, distributors, referral sources, employees, or contractors; recruit personnel identified through confidential due diligence; negotiate separately with suppliers using confidential pricing; copy proprietary methods; undercut the Business using confidential margins or pricing; or obtain any competitive or commercial advantage unrelated to the Proposed Transaction. This restriction is directed to misuse of Confidential Information and does not prohibit lawful competition based entirely on independently obtained information. 7. DATA SECURITY / SENSITIVE INFORMATION Buyer shall use reasonable administrative, technical, and physical safeguards for electronic and sensitive information. Buyer shall not upload non-public customer, financial, employee, vendor, personally identifiable, proprietary, or trade-secret information to public artificial-intelligence tools, public databases, or public file-sharing systems in a manner that could make the information accessible to unauthorized persons or usable for public model training. Secure professional systems subject to confidentiality obligations may be used as reasonably necessary for due diligence. 8. COMPELLED DISCLOSURE If Buyer or a Representative is legally compelled to disclose Confidential Information, Buyer shall, to the extent legally permitted, promptly notify Seller and Broker, reasonably cooperate in seeking protective treatment, and disclose only the portion legally required. All other information remains subject to this Agreement. 9. RETURN / DESTRUCTION Upon Seller’s or Broker’s written request, termination of discussions, or Buyer’s decision not to proceed, Buyer shall cease use of Confidential Information and, within five (5) business days, return, destroy, or permanently delete copies reasonably within Buyer’s control and instruct Representatives to do the same. Archival copies required by law, professional standards, or automated backup systems may be retained but remain confidential and may not be used for another purpose. 10. OWNERSHIP All Confidential Information remains the property of Seller or its rightful owner. No disclosure grants Buyer any license, ownership interest, trademark, copyright, patent, trade-secret, or other intellectual-property right.. 11. NO REPRESENTATION, WARRANTY, OR RELIANCE; INDEPENDENT DUE DILIGENCE Information may be supplied by Seller, management, accountants, employees, Broker, or other sources. Except as expressly stated in a definitive written purchase agreement signed by the applicable parties, Seller, Broker, and their respective representatives, employees, advisers, and agents make no representation or warranty, express or implied, concerning the accuracy, completeness, condition, future performance, or results of any information supplied during preliminary due diligence. Buyer is solely responsible for independent legal, tax, accounting, financial, operational, licensing, environmental, and other due diligence and professional advice. No memorandum, projection, conversation, marketing material, or other communication creates a binding obligation to complete a transaction. Seller may reject offers, negotiate with others, change terms, suspend discussions, or withdraw the Business from the market at any time unless otherwise agreed in a binding writing. 12. TERM Buyer’s duties concerning ordinary Confidential Information continue for five (5) years from the later of the Effective Date, the last disclosure of Confidential Information, or termination of negotiations. Trade-secret obligations continue for as long as the information legally remains a trade secret, and obligations concerning regulated personal data continue for the period required by applicable law. 13. REMEDIES; IRREPARABLE HARM; FEES Buyer acknowledges that unauthorized disclosure, misuse, contact, solicitation, circumvention, or appropriation may cause immediate and irreparable harm to Seller, the Business, and/or Broker. To the extent permitted by law, Seller and any Broker entitled to enforce the applicable provisions may seek temporary, preliminary, and permanent injunctive relief and other equitable remedies, in addition to legally recoverable damages. The prevailing party in an action to enforce this Agreement may recover reasonable attorneys’ fees, court costs, and other recoverable enforcement expenses to the extent permitted by law. 14. GENERAL TERMS This Agreement shall be governed by the laws of the State of ______________________. Subject to any mandatory law, venue and jurisdiction shall lie in __________________ County, State of ______________________. If any provision is invalid or unenforceable, it shall be limited to the maximum enforceable extent and the remainder shall continue in effect. No waiver is effective unless in writing. Buyer may not assign this Agreement without Seller’s prior written consent, except to a controlled acquisition entity if Buyer remains responsible. This Agreement binds permitted successors and assigns, constitutes the parties’ entire confidentiality agreement concerning the Proposed Transaction, and may be amended only in a signed writing. Electronic signatures and counterparts are valid to the extent permitted by law. Each signer represents authority to bind the person or entity identified below. 15. BUSINESS IDENTIFICATION Business Name (if disclosed): ARCO GAS STATION & CAR WASH Business Type/Industry: Automotive Business Address: Las Vegas, Nevada Listing/Reference No.: SBB-20260924-000145 If the identity of the Business is withheld until Buyer signs this Agreement, the Business may be identified afterward and its identity automatically becomes Confidential Information protected by this Agreement. BUSINESS BROKER / INTERMEDIARY ACKNOWLEDGMENT (optional) Broker acknowledges receipt and may facilitate the exchange of Confidential Information. Unless separately agreed in writing, this acknowledgment does not make Broker responsible for Seller’s or Buyer’s obligations or create a warranty concerning information supplied. Broker or Broker’s agent is not responsible tor the accuracy of any information provided by the Seller. Seller is solely responsible for all the information provided and Buyer must use due diligence to confirm the accuracy of any information received or reviewed. Broker/Company: Martin Stephan — American Realty Properties LLC Signature: _______________________ Date: ____________ SIGNATURES The parties acknowledge that they have read and understand this Agreement, had the opportunity to obtain independent legal advice, and agree to be bound by its terms. PROSPECTIVE BUYER / RECIPIENT Name: ___________________________________ Company: ________________________________ Signature: _______________________________ Title: __________________ Date: ____________ Email/Phone: _____________________________ BUSINESS OWNER / SELLER Name: ___________________________________ Business: ARCO GAS STATION & CAR WASH Signature: _______________________________ Title: __________________ Date: ____________ Email/Phone: _____________________________ BUSINESS BROKER / INTERMEDIARY ACKNOWLEDGMENT (optional) Broker acknowledges receipt and may facilitate the exchange of Confidential Information. Unless separately agreed in writing, this acknowledgment does not make Broker responsible for Seller’s or Buyer’s obligations or create a warranty concerning information supplied. Broker or Broker’s agent is not responsible tor the accuracy of any information provided by the Seller. Seller is solely responsible for all the information provided and Buyer must use due diligence to confirm the accuracy of any information received or reviewed. Broker/Company: Martin Stephan — American Realty Properties LLC Signature: _______________________ Date: ____________