Non-Disclosure Agreement
Policy

The purpose of this Non-Disclosure Agreement (NDA) is to protect confidential business information disclosed during the business brokerage process. Fivam Global requires all prospective buyers to execute an NDA before receiving access to:

• Confidential Information Memoranda (CIM)
• Financial statements and tax returns
• Patient/client lists and contracts
• Operational procedures and manuals
• Proprietary business methodologies
• Pricing and strategic information

"Confidential Information" means any information, technical data, or know-how, including but not limited to:

The recipient of Confidential Information agrees to:

• Maintain Confidentiality: Hold all Confidential Information in strict confidence
• Limited Use: Use information solely to evaluate a potential transaction
• Non-Disclosure: Not disclose information to any third party without written consent
• Safeguards: Implement reasonable security measures to protect information
• Employee Access: Limit access to employees with a legitimate need and bind them to confidentiality
• No Copying: Not copy or reproduce Confidential Information without permission

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the recipient
• Was rightfully in recipient's possession prior to disclosure
• Is independently developed by recipient without use of Confidential Information
• Is rightfully obtained by recipient from a third party without restriction
• Is required to be disclosed by law or court order (subject to notice obligations)

Recipient may disclose Confidential Information when required by law, provided that:

1. Recipient promptly notifies Disclosing Party of such requirement
2. Recipient cooperates with Disclosing Party's efforts to obtain protective order
3. Disclosure is limited to the minimum information required

Recipient may also disclose to professional advisors (attorneys, accountants, lenders) bound by confidentiality obligations.

The obligations of this NDA:

• Effective Period: Begin on the date of signing and continue for the duration of discussions
• Survival: Survive for a period of five (5) years from the date of disclosure
• Trade Secrets: Protection for trade secrets continues indefinitely as long as they remain trade secrets

Upon request of the Disclosing Party, or if the recipient decides not to proceed with a transaction, recipient shall promptly:

• Return all Confidential Information and copies
• Permanently delete all electronic copies
• Certify in writing that materials have been returned/destroyed

The parties acknowledge that monetary damages may be inadequate to remedy a breach. Therefore:

• Injunctive Relief: Disclosing Party is entitled to seek injunctive relief without posting bond
• Specific Performance: Court may order specific performance of obligations
• Damages: Recipient liable for all damages caused by breach
• Legal Fees: Prevailing party entitled to recover reasonable attorney fees

This NDA shall be governed by the laws of the State of Texas. Any legal action shall be brought exclusively in the state or federal courts located in Tarrant County, Texas.

This NDA constitutes the entire agreement between parties regarding confidentiality and supersedes all prior discussions. Amendments must be in writing signed by both parties.