Confidentiality Agreement

Receiving Party desires to receive and review certain confidential information regarding a privately offered business opportunity (the “Opportunity”) solely for the purpose of evaluating a potential acquisition or related transaction.

“Confidential Information” means any non-public information disclosed in connection with the Opportunity, whether provided verbally, electronically, visually, or in writing.

Confidential Information may include, without limitation, the identity and location of the business and its owners; financial information; revenue and sales data; pricing and valuation information; customer, vendor, and employee information; real estate information; leases; equipment and assets; operating information; reports; documents; business plans; and other non-public information relating to the Opportunity.

Confidential Information does not include information that is publicly available through no breach of this Agreement or that the Receiving Party can demonstrate was lawfully known or received without an obligation of confidentiality.

Receiving Party agrees to maintain the Confidential Information in confidence and not disclose it to any third party except its attorneys, accountants, lenders, financial advisors, investors, or other professional representatives who have a legitimate need to review the information for purposes of evaluating the Opportunity and who are informed of its confidential nature.

Receiving Party shall be responsible for maintaining the confidentiality of information shared with such representatives.

Receiving Party shall use the Confidential Information solely for evaluating the Opportunity and a potential transaction and for no other purpose.

Without prior written consent from Eli Renn or The Wyn Group, Receiving Party agrees not to directly contact or communicate regarding the Opportunity with the seller, business owners, employees, customers, vendors, landlords, lenders, or other parties specifically identified through the Confidential Information.

All initial inquiries and communications regarding the Opportunity should be directed through Eli Renn or The Wyn Group unless otherwise authorized.

The Confidential Information is being provided for evaluation purposes only. Neither the Disclosing Party nor the seller makes any representation or warranty regarding the completeness or accuracy of the Confidential Information except as may be expressly provided in a subsequent definitive written agreement.

This Agreement does not obligate either Party or the seller to enter into any transaction and does not create an agency, partnership, representation, fiduciary, or client relationship between the Parties.

The obligations contained in this Agreement shall remain in effect for one (1) year from the date of acceptance.

This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota.

Receiving Party acknowledges that electronic completion and submission of this Agreement constitutes its electronic signature and acceptance of the terms of this Agreement.

By entering their full legal name in the signature field, checking the acceptance box, and selecting “Sign & Submit NDA,” Receiving Party confirms that:

• the information provided is accurate;
• Receiving Party has read and understands this Agreement;
• Receiving Party agrees to be legally bound by its terms; and
• Receiving Party consents to the use of an electronic signature and electronic record of this Agreement.