Buyer Registration.

This Confidentiality and Non-Disclosure Agreement (“Agreement”) is made as of the date of electronic signature below (“Effective Date”) by and between the undersigned (“Recipient”) and School Brokers, Inc., California DRE License # 018594523 (“Broker”), on behalf of its client (“Seller”).

1. Purpose

Recipient acknowledges that Broker, on behalf of Seller, may disclose certain confidential and proprietary information (“Confidential Information”) to Recipient for the sole purpose of evaluating a potential purchase, lease, or other acquisition of a preschool or childcare-related business (the “Transaction”).

2. Definition of Confidential Information

“Confidential Information” includes, without limitation:

• Financial statements, tax returns, and revenue data
• Enrollment numbers, student records (non-public), and tuition structures
• Parent/customer lists and contact information
• Employee, compensation, and staffing information
• Licensing status, compliance records, and regulatory history
• Lease terms and landlord information
• Operational procedures, curriculum, and business methods
• Any other information or documents without the prior written consent of Seller

Confidential Information also includes any notes, analyses, summaries, or derivatives prepared by Recipient based on such information.

3. Non-Disclosure Obligation

Recipient agrees to:

• Maintain all Confidential Information in strict confidence
• Not disclose Confidential Information to any third party without prior written consent of Broker
• Use Confidential Information solely for evaluating the Transaction and for no other purpose

4. Permitted Disclosures

Recipient may disclose Confidential Information only to its attorneys, accountants, lenders, and other professional advisors (“Advisors”), provided that such Advisors have a need to know, are bound by confidentiality obligations at least as restrictive as those contained herein, and Recipient remains responsible for any breach by its Advisors.

5. Non-Solicitation and Non-Interference

For a period of two (2) years from the date of this Agreement, Recipient shall not, directly or indirectly:

• Solicit or hire any employee of the business
• Contact or solicit any parent, customer, or client
• Interfere with or attempt to disrupt relationships with staff, families, vendors, or suppliers

6. No Contact

Recipient agrees not to contact, directly or indirectly, without prior written consent of Broker: employees or staff; parents or families; landlord or property owner; licensing or regulatory authorities; vendors or suppliers. All communications regarding the business shall be conducted exclusively through Broker.

7. Non-Circumvention

Recipient agrees not to circumvent Broker by directly or indirectly contacting Seller or pursuing a transaction outside of Broker's involvement for a period of two (2) years.

8. Return or Destruction of Materials

Upon request by Broker or if Recipient elects not to proceed, Recipient shall promptly return or destroy all Confidential Information, delete all electronic copies, and certify such destruction.

9. No Representations or Warranties

Broker and Seller make no representations or warranties as to the accuracy or completeness of Confidential Information. Recipient relies solely on representations made in a final executed purchase agreement, if any.

10. Term

Three (3) years for general Confidential Information; indefinitely for trade secrets and highly sensitive data.

11. Legal Compliance

Recipient agrees to comply with all applicable laws regarding the handling of sensitive information, including applicable California privacy laws governing personal data.

12. Remedies

Broker and/or Seller shall be entitled to injunctive relief, specific performance, reasonable attorney's fees, and all other remedies available at law or in equity.

13. No Obligation

Nothing in this Agreement obligates either party to proceed with any Transaction.

14. Governing Law

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

15. Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding confidentiality and supersedes all prior discussions or agreements on this subject.