NON-DISCLOSURE AND CONFIDENTIALITY NOTICE

This Notice is provided by GPS Consulting (“GPS”) to confirm our commitment to maintaining the confidentiality of information disclosed to us by any prospective or current client (“Disclosing Party”).

This Agreement shall become effective as of the date of the signing date [today] ("Signing Date") and shall remain in full force and effect for a period of two (2) years from such date, unless earlier terminated in accordance with the terms herein.

1. Purpose

In connection with exploring or engaging in a potential business relationship (the “Purpose”), the Disclosing Party may provide certain confidential or proprietary information (“Proprietary Information”) to GPS.

2. Definition of Proprietary Information

“Proprietary Information” includes, without limitation, any business plans, financial data, client or customer lists, trade secrets, operational methods, contracts, and other non-public information provided to GPS in any form.

3. Confidentiality Obligations

GPS agrees to:

Maintain all Proprietary Information in strict confidence;
Not disclose any such information to third parties without the prior written consent of the Disclosing Party;
Use the information solely for the Purpose described above;
Take reasonable precautions to protect such information from unauthorized use or disclosure.

4. Exclusions

These obligations shall not apply to information that:

Was already known by GPS prior to disclosure;
Becomes public through no fault of GPS;
Is received lawfully from a third party not under confidentiality obligations;
Is independently developed by GPS without reference to the Disclosing Party’s information.

5. Return or Destruction

Upon request, GPS will return or destroy all Proprietary Information received, including any copies, and certify its destruction, subject to standard data retention or archival policies required by law or compliance.

6. Duration

The obligations in this Notice shall remain in effect for two (2) years from the date the Proprietary Information is first received by GPS.

7. Governing Law

This Notice shall be governed by the laws of the State of Texas.

No action or signature is required from the Disclosing Party. This Notice is provided by GPS Consulting as a unilateral commitment to confidentiality.

Signed on behalf of GPS Consulting

GPS Consulting

By:

Name: Drew Richard Ferner

Title: M&A Director

Date: [today]