By clicking I agree on the investor materials portal, you (the Recipient) acknowledge and agree to the following terms in favor of Gittelson Ventures LLC, a California limited liability company (GV).

1. Confidential Information

All non-public materials made available through this page constitute confidential and proprietary information of GV and its sources (the “Confidential Information”), including the investor deck, investor memo, financial information, acquisition pipeline data, target company identities, GV’s business strategies and methodologies, the identities and relationship information of GV’s investors, lenders, brokers, and counterparties, the existence or status of any potential transaction, and any other information that a reasonable person in the relevant industry would consider confidential or proprietary.

2. Permitted Use

Recipient will use the Confidential Information solely to evaluate a potential investment relationship with GV (the “Purpose”) and for no other purpose. Recipient will not disclose, reproduce, or distribute the Confidential Information except as expressly permitted in Section 3, and will not use the Confidential Information to develop any competing investment strategy or to evaluate any transaction or opportunity outside the Purpose.

3. Permitted Disclosures

Recipient may share the Confidential Information only with direct advisors who have a clear need to know, who are bound by confidentiality obligations no less protective than these terms, and for whom Recipient accepts responsibility.

4. Non-Circumvention

Recipient acknowledges that materials may be subject to separate confidentiality obligations to brokers, sellers, and target companies. During the term of this agreement and for two (2) years following its termination or expiration, Recipient will not, directly or indirectly, without GV’s prior written consent: (a) contact, solicit, negotiate with, or enter into any agreement with any person or entity (including any target business, broker, lender, investor, seller, or counterparty) introduced, identified, or made accessible through GV or through Recipient’s access to the Confidential Information, except to the extent Recipient can demonstrate by contemporaneous written evidence that such person was known to it independent of GV; (b) initiate, facilitate, or participate in any transaction with any such person that circumvents GV’s role, compensation, or involvement; (c) otherwise use the relationships, introductions, or deal flow provided by GV to Recipient’s benefit in a manner that excludes or bypasses GV; or (d) encourage, assist, or permit any affiliate, employee, agent, or representative of Recipient to take any of the foregoing actions.

5. Standard of Care

Recipient will protect the Confidential Information with at least the same degree of care it uses for its own confidential information, and in any case no less than reasonable care.

6. Term

These obligations remain in effect for two (2) years from the date of acceptance, and the non-circumvention obligations in Section 4 survive for two (2) years following termination or expiration of this agreement.

7. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no breach by Recipient; (b) was already known to Recipient without a confidentiality obligation, as evidenced by contemporaneous written records; (c) is independently developed by Recipient without use of or reference to the Confidential Information, as evidenced by contemporaneous written records; or (d) is rightfully received from a third party without a confidentiality obligation.

8. Required Disclosure

If Recipient is required by law, regulation, court order, or other legal process to disclose any Confidential Information, Recipient will, to the extent legally permissible, provide prompt prior written notice to GV so that GV may seek a protective order or other appropriate relief, will cooperate reasonably with such efforts, and will disclose only the portion of the Confidential Information that is legally required to be disclosed.

9. No Commitment

Nothing in this agreement grants any license, ownership right, or commitment to enter into any further agreement. GV may withdraw access at any time. All Confidential Information remains the exclusive property of GV.

10. Remedies

Recipient acknowledges that a breach or threatened breach of this agreement may cause irreparable harm to GV for which monetary damages would be an inadequate remedy. GV is entitled to seek equitable relief (including a temporary restraining order, preliminary and permanent injunction, and specific performance) in any court of competent jurisdiction without the requirement of posting a bond or other security and without the necessity of proving actual damages, and to recover all actual, consequential, and incidental damages arising from a breach, including lost profits, lost deal value, and disgorgement of any benefit obtained by Recipient as a result of the breach, in addition to all other remedies available at law or in equity, and subject to applicable law regarding bond requirements.

11. Reciprocal Fee-Shifting

In any legal proceeding arising out of or relating to this agreement, the prevailing Party is entitled to recover from the non-prevailing Party all reasonable attorneys’ fees, court costs, expert witness fees, and other litigation expenses incurred, in addition to any other relief awarded. This provision applies symmetrically regardless of which Party initiates the proceeding. A Party is the “prevailing Party” if it obtains a final judgment, order, or settlement that substantially grants the relief it sought.

12. California Enforceability Savings Clause

The Parties intend this agreement to be enforced to the fullest extent permitted under California law. To the extent any provision is found unenforceable, invalid, or contrary to California public policy (including under California Business & Professions Code § 16600), it will be modified to the minimum extent necessary to render it enforceable or, if modification is not feasible, severed, with the remainder continuing in full force. The non-use and non-circumvention restrictions in this agreement are narrowly tailored to protect specific Confidential Information disclosed in connection with the Purpose, and are not intended to operate as general restraints on trade.

13. Governing Law and Forum

This agreement is governed by the laws of California, without regard to its conflict of law provisions. Any dispute arising out of or related to this agreement will be resolved exclusively in the state or federal courts located in Los Angeles County, California, and Recipient consents to the personal jurisdiction and venue of such courts and waives any objection thereto. Recipient consents to the use of electronic signatures under the federal E-SIGN Act and California UETA.

14. General Provisions

(a) Entire Agreement. This agreement is the entire agreement between the Parties on its subject matter and supersedes all prior and contemporaneous agreements and understandings.

(b) Amendments. This agreement may be amended only by a writing signed (or click-accepted) by both Parties.

(c) Waiver. No failure or delay in exercising any right is a waiver. No single or partial exercise of any right precludes any other or further exercise.

(d) Severability. If any provision is invalid or unenforceable, it will be modified or severed in accordance with Section 12, and the remaining provisions will remain in full force and effect.

(e) Assignment. Recipient may not assign this agreement or any rights or obligations hereunder without GV’s prior written consent. GV may assign this agreement to any successor entity in connection with a merger, acquisition, or restructuring.

(f) Notices. All notices to GV under this agreement will be in writing and delivered via email with confirmation of receipt or by overnight courier to the addresses on file. Notice is deemed given upon confirmed delivery.

(g) Relationship of the Parties. Nothing in this agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties.

(h) Counterparts; Electronic Signatures. This agreement may be accepted by click-through or executed in counterparts, each of which is deemed an original and all of which together constitute one and the same instrument. Electronic, digital, and PDF signatures are valid and binding.

15. Recording of Acceptance

Recipient’s acceptance of this agreement is recorded with full legal name, email address, firm or affiliation, IP address, browser identification, timestamp, and the version of this agreement at the time of acceptance.