Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT

Effective Date: March 20, 2026

This Non-Disclosure Agreement ("Agreement") is entered into as of the Effective Date set forth above, by and between the Disclosing Party and the Receiving Party (collectively, the "Parties"), for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below.

1. Definition of Confidential Information

"Confidential Information" means any and all non-public information, whether written, oral, electronic, or visual, disclosed by either Party to the other, including but not limited to: business strategies, financial data, client lists, customer information, claim data, appraisal methodologies, proprietary software, trade secrets, marketing plans, pricing structures, legal strategies, operational procedures, employee information, and any other information 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.

2. Obligations of the Receiving Party

The Receiving Party agrees to:

1. Hold and maintain all Confidential Information in strict confidence;
2. Not disclose, publish, or otherwise reveal any Confidential Information to any third party without the prior written consent of the Disclosing Party;
3. Use the Confidential Information solely for the purpose of evaluating and/or engaging in business discussions or transactions between the Parties;
4. Protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
5. Limit access to Confidential Information to those employees, agents, or representatives who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

3. Exclusions from Confidential Information

Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

4. Term

This Agreement shall remain in effect for a period of three (3) years from the Effective Date, unless terminated earlier by either Party upon thirty (30) days' written notice. The obligations of confidentiality shall survive termination of this Agreement for a period of two (2) additional years.

5. Return of Materials

Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information and shall certify in writing that it has done so.

6. No License or Rights Granted

Nothing in this Agreement grants the Receiving Party any rights, title, or interest in any Confidential Information, intellectual property, or other proprietary rights of the Disclosing Party.

7. Remedies

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party, and that monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in Palm Beach County, Florida.

9. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This Agreement may not be amended except by a written instrument signed by both Parties.