1. Purpose

The Receiving Party agrees to keep confidential all non-public information provided to Jaime Almond, including but not limited to financial data, business operations, intellectual property, and proprietary insights (collectively, “Confidential Information”), in connection with Jaime Almond's Deal Evaluation and any associated services.

2. Obligations of Confidentiality

• The Receiving Party shall keep all Confidential Information strictly confidential and shall not disclose, reproduce, or use it for any purpose other than the Deal Evaluation, except as required by law.

• The Receiving Party agrees to take all reasonable measures to protect the Confidential Information from unauthorised disclosure or use.

3. Exclusions from Confidential Information

• Information that was publicly available prior to disclosure or becomes publicly available without breach of this Agreement.

• Information already known to the Receiving Party at the time of disclosure, as documented by written records.

• Information independently developed or acquired by the Receiving Party without use of or reference to the Confidential Information.

4. Limitation of Liability

While Jaime Almond conducts a thorough Deal Evaluation based on the information provided, no guarantees or warranties, express or implied, are made regarding the final purchase outcome or financial performance of the business. The client (Disclosing Party) acknowledges that they are responsible for their own due diligence and decision-making regarding any business purchase. Accordingly, Jaime Almond shall not be liable for any losses, damages, or claims arising from the client’s use of the analysis, recommendations, or services provided as part of the Deal Evaluation.

5. Term

This Agreement and the confidentiality obligations herein shall remain in effect for [two] years from the date of disclosure of any Confidential Information or until the Confidential Information no longer qualifies as confidential under this Agreement.

6. Return of Information

Upon request by the client, Jaime Almond shall promptly return or destroy all Confidential Information, including any copies, notes, or summaries made thereof, and certify in writing that they have done so.

7. No Transfer of Rights

Nothing in this Agreement grants Jaime Almond any rights, title, or interest in the Confidential Information, except as necessary for the Deal Evaluation.

8. Miscellaneous

• This Agreement is governed by the laws of Victoria, Australia.

• Any amendments to this Agreement must be made in writing and signed by both parties.

• If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force and effect.