Buyer Criteria and NDA From with, Kit Webster

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This Nondisclosure Agreement (“Agreement”) is entered into by and between Lion Business Advisors, 1250 S. Capital of Texas Hwy, B3, Ste 400, Austin, TX 78746 (“Broker” or “Disclosing Party”), and the undersigned (“Recipient” or “Buyer”), for the purpose of preventing the unauthorized disclosure or misuse of confidential information as defined below.

By submitting this form electronically, Buyer acknowledges and agrees to all terms of this Agreement.

1. Definition of Confidential Information

“Confidential Information” includes all non-public information or materials having commercial value or competitive utility to the Disclosing Party or any Seller represented by Broker. Examples include, without limitation, financial statements, customer data, pricing, business plans, operations, processes, trade secrets, and all information regarding any business introduced by Broker (each a “Business”).

Information may be oral, written, electronic, or otherwise recorded. Anything reasonably understood to be confidential will be treated as such.

2. Exclusions

These obligations do not apply to information that:

a)       becomes public through no fault of Buyer;

b)       was lawfully known before disclosure;

c)       is independently developed without using Confidential Information; or

d)       is disclosed with Broker’s prior written consent.

3. Buyer Obligations

Buyer agrees to:

• Hold all Confidential Information in strict confidence and use it solely to evaluate a potential purchase or transaction involving a Business introduced by Broker.

• Restrict access only to employees, advisors, or financing partners who have a legitimate need to know and who are bound by equivalent confidentiality terms.

• Not copy, distribute, or use any Confidential Information for competitive, personal, or unrelated purposes.

• Return or destroy all Confidential Information upon written request.

4. Artificial Intelligence (AI) Use and Data Protection

Buyer acknowledges that AI tools may be used for analysis or diligence. To protect seller data:

1. Prohibited Use – Buyer shall not upload or input Confidential Information into any public, consumer, or free-to-use AI systems (e.g., ChatGPT, Gemini, Claude, Copilot, or similar) that store or train on submitted data.

2. Permitted Use – Buyer may use AI tools only if they are enterprise-licensed or privately hosted and contractually bound by data-non-retention and confidentiality terms at least as strict as this Agreement.

3. Responsibility – Buyer remains fully responsible for ensuring that any AI system used does not transmit or expose Confidential Information to unauthorized parties.

4. Disclosure – Upon request, Buyer shall identify any AI systems used and confirm compliance with this Section.

5. Broker Relationship, Non-Circumvention & Liability

Buyer acknowledges that Broker exclusively represents the Seller and is the sole source of Confidential Information. Buyer agrees:

• Not to contact the Seller, employees, suppliers, or customers without Broker’s written consent.

• To direct all inquiries and requests solely through Broker.

• Not to circumvent Broker or engage, directly or indirectly, in any transaction involving a Business introduced by Broker without Broker’s written consent.

• Buyer may be personally liable for Broker’s commission if Buyer purchases, leases, manages, or otherwise becomes involved with a Business introduced by Broker without Broker’s participation.

• Buyer shall indemnify and hold Broker harmless from any claims, losses, or damages resulting from Buyer’s misuse of Confidential Information or breach of this Agreement.

• Broker makes no representations or warranties as to the accuracy or completeness of information supplied by Sellers; Buyer is solely responsible for conducting independent verification.

6. Duration and Term

This Agreement applies to all Businesses introduced by Broker and remains in effect for two (2) years from the date of disclosure of each Business or until the Confidential Information ceases to be confidential, whichever occurs later.

7. Additional Protections

Buyer shall not use any Confidential Information to evaluate or pursue the acquisition of any other business, whether or not similar in nature, without Broker’s written consent.

8. Relationship of Parties

Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Each party acts independently.

9. Severability

If any provision of this Agreement is found invalid or unenforceable, the remainder shall continue in full force and effect.

10. Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding confidentiality and supersedes all prior discussions. No amendment or waiver is valid unless made in writing and signed (including electronic signature) by both parties.

11. Governing Law

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

12. Electronic Execution

Electronic acknowledgment and submission of this form constitutes full and binding execution of this Agreement. No physical signature is required.

By submitting this form, Buyer confirms understanding and acceptance of all terms above.