Sunbelt Mexico

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NON-DISCLOSURE AGREEMENT AND PAYMENT CONDITIONS

This Non-Disclosure Agreement (the “AGREEMENT”) is entered into between (the “DISCLOSING PARTY” also referred to as “THE SELLER”), represented in this act by [ ] and [POTENTIAL BUYER] (the “RECEIVING PARTY”), represented in this act by [ ____________ ], and to whom jointly will be called the“PARTIES”in accordance with the following background, statements and clauses:

BACKGROUND

The DISCLOSING PARTY and the RECEIVING PARTY intend that SUNBELT DE MEXICO LLC (“SUNBELT”), a Limited Liability company duly incorporated in accordance with the laws of the State of Minnesota, United States of America. (“SUNBELT”) has the exclusive right to provide Intermediary Services for the sale of the assets of the DISCLOSING PARTY by the “RECEIVING PARTY”.

STATEMENTS

I.- The DISCLOSING PARTY declares:

a) That is a company duly incorporated in accordance with the laws of Mexico, as stated in public deed number [ _______ ] dated [ _______ ] executed by [ _______ ] l, Notary Public [ ______ ] whose first testimony is duly registered in the Public Registry [ ______ ].

b) That signs this Agreement through its agent [ ______ ] with powers that have neither been revoked nor modified, as stated in public deed number [ ______ ] dated [ ______ ], executed by [ ______ ], Notary Public number [ _______ ] of [ ______ ], whose first testimony is duly registered in the Public Registry of Property and Commerce of [ ______ ].

c) That it is its will to act in accordance with the provisions of this AGREEMENT.

II.- The RECEIVING PARTY declares:

a) That it is a company duly incorporated in accordance with the laws of [  ______ ] (home country of entity.)

b) That signs this Agreement through its agent [ ______ ], with powers that have neither been revoked nor modified.

c) That it is its will to act in accordance with the provisions of this AGREEMENT.

Now, therefore, the PARTIES decide to enter into this AGREEMENT in good faith, which shall be governed by the following terms and conditions:

CLAUSES

1. Purpose

1.1. Purpose. During the term of the relationship between the PARTIES, the PARTIES may have direct or indirect access, in any format (oral or written, whether physical or digital), to several pieces of confidential information and documents, whether or not containing the word Confidential, or any similar designation, by virtue of the business relationship that may be established between the PARTIES. The PARTIES undertake to keep the Confidential Content strictly confidential, undertaking by themselves, by its employees, agents, representatives, service providers, consultants, executives, shareholders/unitholders, attorneys-in-fact, partners, managers, officers, and directors not to disclose such Confidential Information in any form, nor to use it in any business, without prior written consent, and to comply with all provisions set forth in this AGREEMENT.

2. Confidential Content: Information, Materials, and Contacts

2.1 “Confidential Content” means any information kept secret by the Parties and not generally known to the public, oral or written information, whether technical, operational, financial, commercial, or legal, including, without limitation, know-how, databases, models, formulas, samples, theories, patents, intellectual property, material, technologies, manufacturing information and process technologies, flow charts, photographs, illustrations, personal data, projects, projects records, employees lists, business manuals, programming codes, software, advanced languages, inventions, industrial secrets, business secrets, financial conditions, development plans, co-development identities, customers lists and data, ideas, structure, steps of projects creation, development, and implementation, business plans, potential deals, business strategies, business records, market records, policies, procedures, product and service concepts, methods, techniques, documents, agreements of any kind, opinions and research of any kind, in short, any and all information that the Parties provide regarding its business, operations, products, technologies, and services, as well as regarding its parent, controlled or affiliated companies.

Confidential Content does not include any materials or information which: (i) was already known to the public prior to the release by the Parties; (ii) has come to public knowledge without any breach of this AGREEMENT by the RECEIVING PARTY or its Employees; (iii) was already known by the RECEIVING

PARTY prior to the execution of this AGREEMENT; (iv) has become known by the RECEIVING PARTY through third parties, provided that (a) the disclosure of such content is not prohibited by this AGREEMENT, and (b) the source of such content is not, to the RECEIVING PARTY best knowledge, linked to any Confidentiality Agreement; (v) must be disclosed, by legal determination, court order, or request from competent authorities, and, in such cases, the RECEIVING PARTY shall give prior notice of the existence and content of the corresponding determination/order/request within a reasonable time so that the DISCLOSING PARTY may, if it so wishes, take appropriate action or file its counterclaims with the court or competent authority - in which case the RECEIVING PARTY undertakes to disclose such Confidential Content strictly to the extent requested; and (vi) information that is independently developed by the RECEIVING PARTY, not based on Confidential Content.

2.2 “Confidential Materials” means all tangible materials containing Confidential Content, including, without limitation, written or printed documents and computer disks or tapes, whether machine or user readable.

2.3 “Confidential Contacts” means all trade partners, clients, and industry contacts with whom the DISCLOSING PARTY has significant and crucial business activities.

3. Restrictions

3.1 The RECEIVING PARTY shall not disclose any Confidential Content to third parties for a period of two (2) years following the termination of this AGREEMENT or three (3) years from the date of this AGREEMENT, whichever is longer. The RECEIVING PARTY may disclose Confidential Content in accordance with judicial or other governmental order, a s l o n g a s the RECEIVING PARTY gives the DISCLOSING PARTY reasonable notice prior to such disclosure and the RECEIVING PARTY shall comply with any applicable protective order or equivalent.

3.2 The RECEIVING PARTY shall not disclose any Confidential Content to third parties except as specifically permitted herein.

3.3 The RECEIVING PARTY shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Content, to keep the Confidential Content confidential. The RECEIVING PARTY may disclose Confidential Content only to the RECEIVING PARTY employees or consultants who have a need to know and only if such personnel are bound by like obligations of confidentiality.

3.4 Confidential Content may only be reproduced or summarized with the written consent of the DISCLOSING PARTY. Confidential Content shall not be commingled with information or materials of others and any copies shall be strictly controlled and returned or certified destroyed.

3.5 The RECEIVING PARTY shall not reverse engineer, decompile or disassemble, or otherwise deal with any software or other Confidential Content provided by the DISCLOSING PARTY.

4. Confidentiality of the AGREEMENT.

4.1 The RECEIVING PARTY shall also keep the confidentiality of all terms of this AGREEMENT, and of the existence of the business relationship that may be established between the PARTIES.

5. Intellectual Property

5.1 For the purposes of this AGREEMENT, "Intellectual Property" means any patent, trademark, Confidential Content, or other intellectual property related the PARTIES trademarks and proprietary products.

5.2 The PARTIES represent that nothing shall be construed as granting the use or ownership of any Intellectual Property rights of the DISCLOSING PARTY held by the RECEIVING PARTY or by the partners or companies that belong to their respective economic groups, and that, by means of this AGREEMENT, the PARTIES and their Employees have not acquired, received, or were assigned, directly or indirectly, any Intellectual Property rights, and that they will not acquire, receive, or be assigned any Intellectual Property rights in the future.

5.3 The RECEIVING PARTY shall not be authorized and shall not authorize any third party to perform any act that may violate, jeopardize, or prevent the exercise of Intellectual Property Rights of the DISCLOSING PARTY held and/or by the partners or companies of their economic groups.

6. Rights and Remedies

6.1 Neither the DISCLOSING PARTY nor this AGREEMENT grants any title or proprietary right, express or implied, to or under any Confidential Content.

6.2 The RECEIVING PARTY shall notify the DISCLOSING PARTY immediately upon discovery of any unauthorized use or disclosure of Confidential Content and will cooperate with the DISCLOSING PARTY as necessary to remedy such

unauthorized use or disclosure by the RECEIVING PARTY or any third-party, and to prevent further unauthorized use. In order to perform an audit of the incident, the PARTIES will review any and all information and the available evidence that may identify the cause of the problem. The information and evidence will be compiled and attached to a report to formalize the incident.

6.3 If requested by the DISCLOSING PARTY at any time, or in the event of termination of the relationship between the PARTIES, for whatever reason, the recipient will return all copies, databases, reproductions and/or adaptations it may have made of the Confidential Content, including all notes, descriptions, summaries, drafts, and materials involving or based on the Confidential Content, within the reasonable time required by the DISCLOSING PARTY or, if so requested, certify in writing destruction of the same.

6.4 The RECEIVING PARTY acknowledges that the Confidential Content represents strategic and valuable assets of the DISCLOSING PARTY, for which monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Content. The DISCLOSING PARTY shall be entitled, without waiving any other rights or remedies, to injunctive or equitable relief for the breach or reasonably threatened breach of this AGREEMENT, as irreparable harm and without need for posting bonds or other security.

7. General

7.1 All Confidential Content and Materials are provided “AS IS” and nothing in this AGREEMENT shall imply, directly or indirectly, any warranty regarding the accuracy or reliability of such information or materials, nor that the DISCLOSING PARTY will release any product or perform any services concerning which information has been disclosed as a part of the Confidential Content. The DISCLOSING PARTY shall not be liable for any expenses or losses incurred or any action undertaken by the RECEIVING PARTY because of the receipt of Confidential Content. The entire risk arising out of the use of the Confidential Content remains with the RECEIVING PARTY.

7.2 The RECEIVING PARTY agrees that the DISCLOSING PARTY shall not be liable for any loss or damage of any nature or kind whatsoever arising out of or relating to the RECEIVING PARTY use of Confidential Content under this AGREEMENT.

7.3 The RECEIVING PARTY agrees that it shall adhere to all export and tax administration laws and regulations.

7.4 This AGREEMENT constitutes the entire agreement between the PARTIES with respect to its subject matter. This AGREEMENT may not be modified except by writing signed by both PARTIES. No provision of this Agreement

shall be deemed to have been waived by any act or acquiescence on the part of the DISCLOSING PARTY, its agents, or employees, nor shall any waiver of any provision of this AGREEMENT constitute a waiver of any other provision or of the same provision on another occasion.

7.5 The PARTIES agree to expressly submit to an arbitration procedure as the applicable procedure for the interpretation and solution of controversies of this AGREEMENT in accordance in accordance with the Mediation Regulations of the International Chamber of Commerce, Mexican Chapter (“ICC”), and consequently, they waive any jurisdiction, court or any other jurisdiction that It could correspond to them because of their private or conventional addresses, present or future, or for any other reason.

7.6 Each recipient acknowledges that the Confidential Content represents strategic and valuable assets of the disclosing party, for which monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Content. Each disclosing party shall be entitled, without waiving any other rights or remedies, to injunctive or equitable relief for the breach or reasonably threatened breach of this Agreement, as irreparable harm and without need for posting bonds or other security.

7.7 Subject to the limitations set forth in this AGREEMENT, this AGREEMENT shall inure to the benefit of and be binding upon the PARTIES, their successors, and assigns.

7.8 Independence of the PARTIES. The PARTIES represent, for all purposes, that they are independent and autonomous, and so this AGREEMENT does not create any other form of relationship between them, including, without limitation, employment, agency, company, association, partnership, consortium, joint venture, or commercial representation relationship between the PARTIES. Each Party is fully responsible for its acts and obligations undertaken under this AGREEMENT. The PARTIES acknowledge that they have no authority or power to negotiate directly or indirectly, contract, assume any kind of obligation, or create liability on behalf of the other Party under any circumstances.

7.9 If any provision of this AGREEMENT shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.

7.10 All obligations created by this AGREEMENT shall survive change or termination of the PARTIES’ business relationship.

8. Payment conditions. (BUYER PAID FEES)

8.1 In accordance with the Background of this AGREEMENT and under the terms of the exclusive contract for the provision of Intermediary Services for the sale of the assets of [SELLER] by [POTENTIAL BUYER] the following is accepted:

In the event that the purchase of the “Company” is made, [POTENTIAL BUYER] consent to be invoiced directly and pay directly to SUNBELT, or whomever it designates, from 5.25-6% in commissions/fees, legal fees, and notary fees at the time of Closing. These funds will come from the funds disbursed at Closing by [POTENTIAL BUYER]. A more exact final amount will be provided after a Letter of Intent (LOI) has been submitted. In the event of any dispute related to this clause, it will be resolved in accordance with the provisions of clause 7.5 of this AGREEMENT.

Additionally, to formalize any operation related to this Agreement, SUNBELT will be able to coordinate the notarization of the transaction with a notary public previously selected by SUNBELT and approved by THE SELLER.

9. Address

9.1 The PARTIES indicate as their conventional addresses to deal with everything relevant to what is contained in this AGREEMENT the following:

DISCLOSING PARTY: [ ______ ]

RECEIVING PARTY: [ ______ ]

Buyer:  
Organization:  
Phone:  
Email:  
Address:  

Listing Interest:  
Listing ID:  
Listing URL:  
Listing Price:  

Agent:  
Agent Email:  

Date: October 3, 2022

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Signed by David Kallas
Signed On: May 4, 2022


Signature Certificate
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May 4, 2022 12:48 pm CDT{{gravity-field-id-10}} Uploaded by David Kallas - info@sunbeltmex.com IP 93.143.191.229
May 4, 2022 12:51 pm CDTSBM NDA parseur - sunbeltmexico-nda@in.parseur.com added by David Kallas - info@sunbeltmex.com as a CC'd Recipient Ip: 93.143.191.229
May 4, 2022 12:52 pm CDTSBM NDA parseur - sunbeltmexico-nda@in.parseur.com added by David Kallas - info@sunbeltmex.com as a CC'd Recipient Ip: 93.143.191.229
May 4, 2022 1:21 pm CDTSBM NDA parseur - sunbeltmexico-nda@in.parseur.com added by David Kallas - info@sunbeltmex.com as a CC'd Recipient Ip: 93.143.191.229
May 4, 2022 1:32 pm CDTSBM NDA parseur - sunbeltmexico-nda@in.parseur.com added by David Kallas - info@sunbeltmex.com as a CC'd Recipient Ip: 93.143.191.229