3. Conduct-Prospect acknowledges and agrees that all communications concerning the above Business shall be conducted solely through Broker and that Prospect shall be obligated to pay Broker its full compensation if Prospect intentionally interferes with, prevents, or otherwise contravenes Broker's right to be paid its compensation upon the occurrence of the following: 1) Prospect is ready, willing, and able to purchase the Business at the terms advertised by Seller, or at any other Price and/or terms acceptable to Seller; 2) Prospect buys, leases, receives in trade or otherwise obtains any part of the Business during the two (2) year period commencing from the date of the Effective Date; 3) Seller and Prospect enter into a contract for sale; 4) Prospect, through no fault of Seller, fails or refuses to complete a sale, lease, trade, or other disposition of the Business after entering into an agreement to do so; 5) Prospect does any act equivalent of a purchase, or has an employment, independent contractor, or consulting relationship directly or indirectly with Seller. Prospect agrees to not approach or contact Seller or any of its officers, managers, or agents, or visit the physical Business location without an appointment arranged through Broker. Prospect agrees to not contact or approach Business's employees, independent contractors, customers, suppliers, and/or competitors without the express written consent of Broker. Prospect agrees not to contact the Business landlord without the express written consent of Broker. Should Broker provide written authorization to visit the Business, then Prospect will follow Broker's explicit instructions on how to conduct themselves when on site. Prospect shall be solely responsible for any breach of this Agreement by Prospect, Prospect's agents, representatives, or employees, and shall fully indemnify, defend, and hold Broker harmless from any costs, damages, or expenses whatsoever incurred by Broker by Prospect's violation, or threatened violation, of the terms of this Agreement.

4. Representation & Advice-Prospect understands and agrees that Broker is a transaction broker as defined in Chapter 475.001 et., sec. Florida Statutes. As such, Broker is not a single agent or representative of Seller or Prospect. Prospect further acknowledges and agrees that Broker has advised Prospect to consult an attorney and/or certified public accountant for assistance in reviewing and verifying the legal, financial, and/or any other information and Confidential Information regarding the Business.

5. Seller as Third-Party Beneficiary-Prospect acknowledges and agrees that Seller has the right to protect the Confidential Information and to enforce the terms of this NDA. Accordingly, and for such limited purposes only, Seller shall be considered an intended third-party beneficiary hereunder. The fact that Seller is not a signatory to this NDA shall not prohibit, alter, or limit Seller's or Broker's right to enforce the terms hereof. Seller may prosecute any action at law or in equity necessary to enforce its terms and conditions as though a party hereto.

6. Prospect's Warrants-Prospect warrants that the sole purpose for requesting and receiving Confidential Information on the Business is to evaluate its desire to affect a purchase, merger, and/or acquisition of the Business, and Prospect acknowledges and agrees that no compensation will be payable to Prospect as a result of a purchase or merger and/or acquisition. Prospect acknowledges and agrees that Seller and Broker are relying upon the Prospect's agreement to be bound by the terms of this NDA in disclosing the Confidential Information to Prospect. Prospect further warrants that it is financially capable of purchasing the Business, has not filed for an undisclosed bankruptcy, and has not been convicted of any felony or crime and that Prospect has no legal impediments that would prevent it from purchasing the Business. If Prospect is a corporation, limited liability company, or other such entity, Prospect executes this Agreement on behalf of that entity and warrants that he or she is duly authorized to enter into this Agreement on behalf of the entity.

Prospect is a third-party competitor of the Business or is an employee or agent of a competitor business. Prospect agrees not to use the Confidential Information to circumvent Seller in any way, directly or indirectly, in any business dealings for the term of this Agreement.

Prospect is not a third-party competitor of the Business, and is not an employee or agent of a competitor business.

7. Procuring Cause-Prospect acknowledges and agrees that Broker is the procuring cause of any purchase or other act set forth in paragraph 2 herein triggering Broker's right to compensation and acknowledges and agrees that for a period of two (2) years from the Effective Date to not deal directly or indirectly with the Seller, its agents, representatives, or assigns without the prior written consent of Broker. If Prospect, or an entity in which Prospect has an interest, or person or entity introduced to the Business and/or Seller by Prospect, enters into (a) a sale and/or purchase agreement or (b) management contract or other financial arrangement with Seller with respect to the Business or any part thereof, including leasing the Business premises from Seller or Seller's landlord, Prospect shall be liable to Broker for any and all damages Broker may suffer, including but not limited to the payment of the full compensation due Broker under a separate agreement with Seller. To ensure the collection of its compensation, Prospect hereby grants Broker the right to place a lien on the Business Assets which may be acquired by Prospect in violation of this Agreement, and Prospect agrees and does hereby appoint Broker its attorney-in-fact to execute all documents necessary to perfect such lien, and this Agreement shall be Prospect's consent to do so as required by Florida Statute 475.42.

8. No implied waiver-Either Party's failure to insist in any one or more instances upon strict performance by the other Party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.

9. Attorneys' Fees-In the event of any dispute or litigation arising out of or relating to this NDA, the prevailing Party shall be entitled to an award of its reasonable attorneys' fees, costs, and expenses incurred in both the trial court and appellate levels.

10. Consent & Jurisdiction-This Agreement shall be governed by the laws and construed in accordance with the laws of the State of Florida, and the Parties consent and agree that the County where Broker's office is located, Palm Beach County, Florida, shall be the sole and exclusive venue for all proceedings relating to this Agreement and/or its subject matter, including without limitation the enforcement hereof. Prospect hereby waives all objections to establishing venue elsewhere. Prospect agrees that in the event of any breach or threatened breach of the provisions contained herein, Seller or Broker may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Broker and/or Seller against any such breach or threatened breach. Prospect acknowledges and agrees that Seller or Broker may obtain such equitable relief with the posting of a minimal bond as determined by a court of competent jurisdiction.

11. Term-The term of this Agreement shall be a period of twelve (12) months from the date of this Agreement.

12. Copies-This NDA may be executed in multiple parts, and the separate parts may be jointly deemed as a whole. Prospect has received a copy of this NDA, and an electronically transmitted copy with signatures shall be considered as an original.

13. This Agreement represents the entire agreement between the Parties with respect to the subject matter herein, supersedes all prior written or oral agreements concerning the subject matter herein, and may be executed in one or more separate counterparts, all of which shall constitute one and the same Agreement and may be amended only in writing executed by both Parties. The failure of either Party to enforce or insist upon compliance with any of the terms or conditions of this Agreement, the waiver of any term or condition of this Agreement, or the granting of an extension of time for performance, shall not constitute the permanent waiver of any term or condition of this Agreement, and this Agreement and each of its provisions shall remain at all times in full force and effect.

14. Wire Transfers-Broker will never request, verify, or send wire instructions by electronic mail or otherwise, and Prospect acknowledges and agrees to verbally verify account information directly from any Escrow Agent and not rely on account or contact information obtained via email or otherwise without verbally confirming accuracy.