Terms and Conditions

This Mutual Nondisclosure and Non-Circumvention Agreement (“Agreement”) is between
Member (“Client") and SYNERGIA BY SBC LLC (IL File Number 14939377), an Illinois Limited Liability Company (“Synergia”). Each party anticipates disclosing to the other party certain information for the purpose of discussing business. Both parties agree that in order for the Purpose to be a mutual beneficial and productive relationship, it is important that each party be able to share information freely with the other party while also protecting their rights against any competitor(s). Parties agree that to the extent possible, this Nondisclosure and Non- Circumvention shall also be applicable to all third parties disclosed during the course of this

Agreement and Purpose. Parties shall work in good faith to protect each other’s Confidential Information when utilizing any agreed third party and all agent(s), representative(s), and employee(s) or Client of Synergia. Protections may include requiring third parties to sign similar Nondisclosure and Non-Circumvention Agreements prior to receiving Confidential Information considered and/or provided by either party under the Purpose of this Agreement. The parties agree to maintain the confidentiality of the disclosed information as follows:

1. Confidential Information: “Confidential Information” means all proprietary, privileged, and private information in any form furnished by the disclosing party to the receiving party after the signing of this Agreement and pursuant to the Purpose that the disclosing party intends to remain secret from third parties on the grounds that its disclosure would either cause the disclosing party competitive harm or waive a privilege granted by law. Subsidiaries and affiliates of the parties to this Agreement are also protected by this Mutual Nondisclosure Agreement.

2. Exclusions: Confidential Information does not include any information that (i) is, or, after disclosure under this Agreement becomes, publicly available through no fault of receiving party; (ii) was independently developed by receiving party without access to Confidential Information; (iii) was furnished by a third party who, to receiving party’s knowledge, had no known confidentiality obligation to disclosing party; (iv) was in receiving party’s possession on a non-confidential basis prior to receipt from disclosing party; or (v) is explicitly approved in writing for release by disclosing party.

3. Nondisclosure Obligation: During the term of this Agreement, and for one year following the expiration or termination of this Agreement, receiving party will not disclose or otherwise make available to any third parties the Confidential Information, except as otherwise expressly permitted under this Agreement. The receiving party may provide Confidential Information to its employees and agents (collectively “Representatives”) who have a need to know the Confidential Information for the Purpose and are also under obligations to be at least as restrictive as this Agreement to protect Confidential Information. The receiving party will be responsible for any unauthorized use, reproduction, or disclosure of Confidential Information by its Representatives. The receiving party will use the disclosing party’s Confidential Information solely for the Purpose, and for no other purpose, and will not decompile, disassemble, or reverse engineer any product(s) (including computer programs), prototypes, or models received as Confidential Information for the benefit of any party outside this Agreement
and serving Purpose of this Agreement.

4. Non-Circumvention: During the term of this Agreement, it is expected that in accordance
with Purpose of this Agreement Client will likely be introduced by Synergia to third-party specialist(s) and field expert(s) (“Party-In-Interest”). Client understands and agrees that Synergia has expended effort, resources, and expertise in order to cultivate these outside professional relationships and create a professional network which adds value to Synergia’s service(s) provided to Client. Client agrees not to pursue or engage in any transaction involving the Purpose or contact directly or indirectly any Party-In-Interest relating to Synergia’s business or pursue any introduction of any Party-In-Interest without Synergia’s prior written consent.

The Client agrees that all communications regarding the Purpose, requests for additional information, and discussions or questions regarding procedures will be submitted or directed to Synergia and not directly with any other party. Client covenants not to use the Confidential Information to the detriment of Synergia and to use it only in connection with the Purpose outlined within this Agreement. Synergia shall be present in the engagement of any transaction involving the Purpose with introduced parties-in-interest by the Client.

5. Media: Client shall not issue or permit any media release or public comment regarding the discussions, Purpose, this Agreement, or the Confidential Information without the prior written
consent of Synergia.

6. Disclosures Required by Law: Receiving party will promptly notify disclosing party of any demand to disclose Confidential Information made under authority of law, including but not limited to an order of a court of competent jurisdiction or administrative body, or a subpoena. to the extent legally permissible and as soon as practicable, receiving party will notify the disclosing party of the demand so disclosing party has a reasonable time to file an objection or seek other relief to the order and/or subpoena prior to mandated disclosure such Confidential Information as the demand requires.

7. Irreparable Harm. The receiving party acknowledges that a violation of this Agreement would cause irreparable harm to the disclosing party for which no adequate remedy at law may exist, and therefore agrees that, in addition to any other remedies available, whether at law or in equity, the disclosing party will be entitled to injunctive relief, including an ex-parte temporary restraining order, to enforce the terms of this Agreement without posting bond or other form of security, and without having to prove damages. The receiving party agrees to indemnify the disclosing party from any loss or harm, including, without limitation, attorneys’ fees, in connection with any breach or enforcement of the receiving party’s obligations hereunder [or the unauthorized use or release of any of the disclosing party’s Confidential Information. The receiving party will notify the disclosing party in writing immediately upon the occurrence of any such unauthorized release or other breach of which it is aware. The prevailing party (which will mean the party obtaining the injunctive relief if granted, or the party opposing such relief if it is sought and denied) will be entitled to recover all reasonable costs and expenses, including reasonable attorneys’ fees incurred because of any legal action arising in relation to this Agreement.

8. Return or Destruction of Confidential Information: Upon disclosing party’s request, and to the extent reasonably possible, receiving party will destroy or return all Confidential Information existing in tangible form. Destruction of copies shall not extend to archival copies maintained in computer system backup files, permanent business records, or as may otherwise be required by receiving party’s internal document retention policies. Suppose there is any unreasonable cost incurred for the destruction of materials in the disclosing party’s request to receiving party. In that case, the receiving party may request payment from disclosing party for such cost.

9. Proprietary Rights: By furnishing Confidential Information, disclosing party does not convey or transfer to receiving party any right, title, or interest in the Confidential Information. Each Party’s Confidential Information, including intellectual property, will remain its exclusive property. Except to the extent necessary to evaluate the Purpose of this Agreement, the disclosing party does not grant to the receiving party any license, right, title, or interest in or to the disclosing party’s Confidential Information.

10. Infringement Suits: Neither Party will have any obligation hereunder to institute any action
or suit against third parties for misappropriation of any of its Confidential Information, or to
defend any action or suit brought by a third party that alleges infringement of any intellectual property rights by the receiving party’s authorized use of the disclosing party’s Confidential
Information.

11. Independent Development: Receiving party may currently or in the future be developing
information internally or receiving information from other parties that may be similar to the disclosing party’s Confidential Information. Accordingly, nothing in this Agreement shall be construed as a representation or inference that receiving party will not develop or have developed products or services that, without violation of this Agreement, might compete with the products, processes, systems, or matter contemplated by such disclosing party’s Confidential Information. 

12. No Warranties: Confidential Information is furnished “As Is” and without any warranty, express or implied, concerning its accuracy, completeness, or performance. Disclosing party
expressly disclaims all warranties of use, fitness for a particular purpose, merchantability, and non-infringement of third-party rights.

13. Legal and Equitable Relief: In the event of any actual or threatened breaches of this Agreement by a party or its Representatives, the aggrieved party may seek all legal and equitable remedies afforded it by law.

14. Loss, Theft, or Unauthorized Disclosure: Promptly upon discovery, receiving party will notify
disclosing party of any loss, theft, or unauthorized disclosure or use of Confidential Information
and will cooperate in good faith to mitigate any damage to disclosing party.

15. Term and Termination: This Agreement is effective as of the date all parties sign this
Agreement below and shall be in effect for one year and auto-renew for successful one-year periods unless earlier terminated as provided in this Paragraph 11. Either party may terminate this Agreement upon 30 days advance written notice to the other party. All obligations of confidentiality and non-use shall survive termination or expiration for the period set forth in Paragraph 3.

16. Miscellaneous Provisions:
(i) Merger. This Agreement contains the entire understanding of the parties with respect to the subject matter herein and supersedes all prior agreements or understandings, whether written or oral. (ii) Amendment(s). No modification of this Agreement shall be effective unless made by a written instrument signed by both parties. (iii) No Waiver. A party’s failure to enforce any provision of this Agreement shall not operate as that party’s waiver of the particular provision or this Agreement as whole. (iv) Governing Law. This Agreement shall be governed and construed in accordance with Illinois law without reference to any conflict of laws principles. Any claims brought against Synergia must be brought in Cook County, Illinois. (v) Use of Names.

The Parties agree that each Party may use factual information regarding the existence and purpose of the relationship that is the subject of this Agreement for legitimate business purposes, to satisfy any reporting and funding obligations, or as required by applicable law or regulation without written permission from the other Party. In any such statement, the relationship of the Parties shall be accurately and appropriately described.

Neither Party will use the name of the other in any form of advertising or publicity without the express written permission of the other Party.

(vi) Notices. A party will deliver all notices contemplated under this Agreement to the other party as prescribed below. All notices must be in writing and delivered by:

(i) personal delivery; (ii) email at electronic addresses listed herein, (iii) return receipt of postage prepaid registered or certified mail; or (iv) delivery confirmation by commercial overnight carrier.

Notice is effective upon receipt. A party shall notify the other party of any change in their contact information.

SYNERGIA BY SBC, LLC
Address: 180 N Stetson Avenue, Suite 5710
Phone: 312-547-0106
Email: info@sbcsynergy.com

(vii) Counterparts. The parties may sign this Agreement in one or more counterparts,
each of which constitutes an original and all of which together constitute the Agreement. Facsimile signatures, electronic signatures, and signatures on scanned PDF documents
constitute original signatures for all purposes.

(viii) Export Compliance. Neither party shall export any information under this agreement in contravention of the US Export Administration Regulations (EAR) or any other relevant US laws or regulations governing the export of information covered by this Agreement. If an export license or other authorization is required, the disclosing party shall apply for the authorization. The receiving party shall cooperate by providing information to the extent required to obtain authorization. The receiving party agrees not to transfer covered information in violation of US export controls regulations.

(ix) Severability. If any provision of this Agreement is found by a court of competent
jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect.

(x) Ambiguities. Any rule or construction that would resolve ambiguities against the drafting party shall not apply in interpreting this Agreement. Instead, the language in this Agreement shall be accorded its fair meaning and not strictly for or against any party. Both parties agree that they have had a chance to review and sufficient time to consider this Agreement, consult counsel of their own choosing, and propose edits prior to signing.

(xi) No Third-Party Beneficiaries. The parties do not intend for this Agreement to benefit many third party.

(xii) Assignment. No party may assign or delegate, in whole or in part, the rights or obligations created by this Agreement without the prior written consent of the other party.

(xiii) Authority. Each party and the individuals signing below on its behalf certify that this
Agreement is intended to be a binding contract and that the signatories are authorized to act in the capacities indicated with binding authority.

(xiv) Headings. The headings used in this Agreement are for reference purposes only and
will not be deemed a part of this Agreement.