Standard Non-Disclosure Agreement

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT ("Agreement)

This Confidentiality and Non-Disclosure Agreement (the “Agreement”) is made by and between Triple Three Partners, LLC (the “Disclosing Party”), and the undersigned recipient (the “Recipient”), together with the Disclosing Party and the Client (as defined below), collectively referred to as the “Parties.” The Parties may be individually referred to as a “Party.”

In connection with the consideration of a potential investment or financing transaction, the Recipient seeks to obtain certain non-public, confidential, or proprietary information from the Disclosing Party.

In consideration of the mutual covenants, terms, and conditions set forth in this Agreement, the Parties agree as follows:

1. Confidential Information.
Except as set forth in Section 2 below, "Confidential Information" means all non-public, confidential, or proprietary information disclosed in connection with the Purpose on or after the Effective Date, by the Disclosing Party to the Recipient or its affiliates, or to any of such Recipient's or its affiliates' employees, officers, directors, partners, shareholders, agents, advisors (including, without limitation, attorneys, accountants, consultants, and financial advisors), financing sources, and/or advisors, their respective representatives (such parties actually receiving Confidential Information from Recipient or at Recipient’s direction, collectively, ("Representatives"), however, disclosed, including, without limitation:

(a) All information concerning the Disclosing Party's and its affiliates', and their customers' and suppliers', past, present, and future finances, customer information, supplier information, products, services, know-how, forecasts, business, marketing, development, sales, and other commercial strategies;

(b) Source and object code, programs, drawings, the Disclosing Party's unpatented inventions, ideas, methods and discoveries, trade secrets, unpublished patent applications, and other confidential intellectual property; and

(c) All notes, analyses, compilations, reports, studies, samples, data, statistics, summaries, interpretations, and other materials prepared by or for the Recipient or its Representatives that contain or derive from the foregoing, and any other information that would reasonably be considered non-public, confidential, or proprietary given the nature of the information and the Parties' businesses.

2. Exclusions from Confidential Information.
Except as required by applicable federal, state, or local law or regulation, the term "Confidential Information" as used in this Agreement shall not include information that:

(a) At the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any act or omission by the Recipient or any of its Representatives in breach of this Agreement;

(b) At the time of disclosure is, or thereafter becomes, available to the Recipient or its Representatives from a third-party source, provided that such third party is not and was not known to be prohibited from disclosing such Confidential Information to the Recipient by any contractual obligation to the Company with respect to such information;

(d) Is Residual Information. “Residual Information” means the ideas, know-how, and techniques that would be retained in the unaided memory of an ordinary person skilled in the art, not intent on appropriating the proprietary information of the Disclosing Party, as a result of such person’s access to, use, review, evaluation, or testing of the Confidential Information of the Disclosing Party for the purposes described herein. A person’s memory is unaided if the person has not intentionally memorized the Confidential Information for the purpose of retaining and subsequently using or disclosing it. Nothing herein shall be deemed to grant to the Recipient a license under the Disclosing Party’s intellectual property rights.

3. Recipient Obligations.
The Recipient shall protect and safeguard the confidentiality of all Confidential Information with a commercially reasonable degree of care; not use the Confidential Information, or permit it to be accessed or used, for any purpose other than the evaluation and negotiation of the Purpose, including without limitation, to reverse engineer, disassemble, decompile or design around the confidential intellectual property; not disclose any such Confidential Information to any person or entity, except to the Recipient's Representatives who have a reasonable need to know the Confidential Information in relation to the Purpose and are informed of the obligations hereunder and agree to abide by the same. The Recipient will promptly notify the Disclosing Party of any unauthorized disclosure of Confidential Information or other breaches of this Agreement.

4. Required Disclosure.
Any disclosure by the Recipient or its Representatives of any of the Disclosing Party's Confidential Information pursuant to applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction (a "Legal Order") shall be subject to the terms of this Section. Prior to making any such disclosure, the Recipient shall make commercially reasonable efforts to provide the Disclosing Party with:

(a) Prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other remedies at the Disclosing Party’s sole cost and expense, provided that no such prior notice shall be required in the event of disclosure to regulatory authorities in the course of a routine examination process unrelated to the Purpose; and

(b) Reasonable assistance in opposing such disclosure or seeking a protective order or other limitations on disclosure at the Disclosing Party’s sole cost and expense.

If, after providing such notice and assistance as required herein, the Recipient remains subject to a Legal Order to disclose any Confidential Information, the Recipient (or its Representatives or other persons to whom such Legal Order is directed) shall disclose only that portion of the Confidential Information which, on the advice of the Recipient's legal counsel, such Legal Order specifically requires.

5. Destruction of Confidential Information.
At the Disclosing Party's written request (email being sufficient) at any time during the term of this Agreement, the Recipient and its Representatives shall promptly destroy all copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information and confirm the same in writing (inclusive of email) to the Disclosing Party; provided, that the Recipient and its Representatives may retain such Confidential Information as is necessary to enable it to comply with its reasonable document retention policies.

6. Term and Termination.
The term of this Agreement shall commence on the Effective Date and shall expire 12 months from the Effective Date, provided that either Party may terminate this Agreement at any time by providing written notice to the other Party. Notwithstanding anything to the contrary herein, each Party's rights and obligations under this Agreement, irrespective of termination of this Agreement, shall survive until the 12-month anniversary of this Agreement, even after the destruction of Confidential Information by the Recipient (the "Confidential Period"), provided that for any and all trade secrets of the Disclosing Party, the Confidential Period shall last for as long as such Confidential Information qualifies as a trade secret under applicable federal, state, and/or local law.

7. No Transfer of Rights, Title or Interest.
The Disclosing Party hereby retains its entire right, title, and interest, including all intellectual property rights, in and to all Confidential Information.

8. No Other Obligation.
The Parties agree that this Agreement does not require or compel the Disclosing Party to disclose any Confidential Information to the Recipient or obligate any party to enter into a business or contractual relationship. Either party may terminate discussions at any time. Unless and until a definitive agreement or other binding agreement between Recipient and the Company with respect to any proposed transaction has been executed and delivered, neither the Recipient nor the Company will be under any legal obligation of any kind whatsoever with respect to such a proposed transaction, by virtue of any other written or oral expression except for the matters specifically agreed to in this Agreement.

9. Remedies.
The Recipient acknowledges and agrees that money damages might not be a sufficient remedy for any breach or threatened breach of this Agreement by the Recipient or its Representatives. Notwithstanding the foregoing, the Recipient shall not be responsible for a breach by a Representative that has executed a separate agreement. Therefore, in addition to all other remedies available at law, the Disclosing Party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach.

10. Non-Solicitation and Non-Circumvention.
For a period of one (1) year from the date hereof, without the Disclosing Party’s prior written consent, the Recipient and its Representatives shall not contact or solicit any employee of the Disclosing Party who the Recipient or its Representative became aware of for the purpose of hiring them, solicit the business of any client, customer, or licensee of the Disclosing Party or outside of the ordinary course of business, directly or indirectly contact or participate in communications with any disclosed companies, entities or persons (including each of their affiliates, parents, or subsidiaries). Notwithstanding anything to the contrary herein, the Recipient and its Representatives shall not be restricted from hiring any employee of Disclosing Party who responds to a general solicitation for employment not directed towards the Disclosing Party’s employees and shall not be restricted from soliciting or hiring any person who is no longer employed by the Disclosing Party at the time of solicitation, or employee who contacts Recipient at his or her own initiative.

11. Governing Law, Jurisdiction, and Venue.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the State of Florida. Any legal suit, action, or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida.

12. Notices.
All notices, requests, consents, claims, demands, waivers,

DISCLOSING PARTY:

Triple Three Partners, LLC

13575 58th Street North

Suite 200

Clearwater, FL 33760

Recipient Information Below:

Organization Name *

First Name *

Last Name *

Phone *

Title/Position *

Email *

Date *

Company Website URL *

What is your organization’s primary industry or area of expertise? *

Have you or your company previously completed any acquisitions? (If yes, please describe one or two recent acquisitions, including the size and scope of the transactions.) *

What experience does your organization have in the federal government contracting sector? (Please include any relevant past performance or contracts.) *

How do you plan to integrate and grow this business post-acquisition? (Outline your strategic vision for the company and how you intend to leverage your existing resources.) *

What is your organization's current liquidity position and ability to deploy capital quickly for this transaction? (Please include details on cash reserves, lines of credit, or other readily available financial resources.) *

Signature (sign with your mouse)

Clear