Banker Review Portal

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement ("Agreement") is entered into by and between Tiverton Infrastructure Partners, LLC ("Tiverton" or "Disclosing Party"), a District of Columbia limited liability company, and the undersigned recipient ("Receiving Party").

1. PURPOSE
The Disclosing Party intends to share certain confidential and proprietary business information through its Banker Review Portal (the "Portal") for the sole purpose of evaluating a potential lending relationship or business transaction.

2. CONFIDENTIAL INFORMATION
"Confidential Information" includes, but is not limited to: financial projections, pro forma statements, revenue models, pricing structures, customer lists, business plans, operational strategies, facility layouts, equipment inventories, contract details, and any other non-public business information disclosed through the Portal.

3. OBLIGATIONS OF THE RECEIVING PARTY
The Receiving Party agrees to:
  (a) Hold all Confidential Information in strict confidence;
  (b) Not disclose Confidential Information to any third party without prior written consent;
  (c) Use Confidential Information solely for evaluating the proposed transaction;
  (d) Not copy, reproduce, or distribute any Portal content;
  (e) Promptly notify Tiverton of any unauthorized disclosure.

4. EXCLUSIONS
This Agreement does not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or regulation.

5. TERM
This Agreement shall remain in effect for a period of two (2) years from the date of acceptance. Obligations of confidentiality survive termination.

6. REMEDIES
The Receiving Party acknowledges that unauthorized disclosure may cause irreparable harm. Tiverton shall be entitled to seek injunctive relief in addition to any other legal remedies.

7. GOVERNING LAW
This Agreement shall be governed by the laws of the District of Columbia.

8. ELECTRONIC ACCEPTANCE
By entering your name and email below and clicking "I Agree," you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. This electronic acceptance constitutes a legally binding signature.