This Non-Disclosure Agreement (“Agreement”) is entered into as of [date] (“Effective Date”), by and between United Business Brokers (“Company”), located at [address], and [Counterparty Name] (“Counterparty”), located at [address].

Purpose: The parties intend to explore a potential business relationship and, in connection therewith, may disclose certain confidential and proprietary information to each other.

Confidential Information: “Confidential Information” shall mean any and all information disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include, but is not limited to, business plans, financial information, customer lists, trade secrets, intellectual property, and any other information related to the business of the Disclosing Party.

Obligations:

1. The Receiving Party agrees to maintain the confidentiality of the Confidential Information and to use it only for the purpose of evaluating and discussing the potential business relationship between the parties.

2. The Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees, agents, or representatives who need to know the information for the purpose described herein and who are bound by confidentiality obligations at least as restrictive as those contained herein.

3. The Receiving Party shall take reasonable measures to protect the confidentiality of the Confidential Information and prevent its unauthorized use or disclosure, including but not limited to implementing and maintaining appropriate security Measures. 4. The obligations set forth herein shall survive the termination or expiration of this Agreement and shall continue in full force and effect for a period of [number] years from the Effective Date.

Exceptions:

The obligations of confidentiality and non-use set forth herein shall not apply to any information that: (a) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is or becomes publicly available through no fault of the Receiving Party; (c) is independently developed by the Receiving Party without reference to or use of the Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation.

Return of Information:

Upon the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and provide written certification of such return or destruction.

Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of law principles.

Miscellaneous:

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter. This Agreement may only be amended or modified in writing and signed by both parties.IN WITNESS WHEREOF, the parties here to have executed this Agreement as of the Effective Date.