IN WITNESS WHEREOF, we have executed this Agreement this day of
, 202__.
Date: Signed:
We have requested, on behalf of Trivest Partners Corporation (“Trivest”), access to certain confidential
information, properties
and personnel of (including its subsidiaries, the "Company"), in connection
with a possible transaction with or involving the business of the Company. As a condition to our being furnished such confidential
information, we agree to treat any confidential information (herein collectively referred to as the "Evaluation Material") concerning the
Company that is to be, or has been, furnished to Trivest by or on behalf of the Company in accordance with the provisions of this
“Agreement” and to take or refrain from taking certain other actions herein set forth. As a condition to the Company furnishing the
Evaluation Material, we agree as follows:
1. Nondisclosure of Evaluation Material. The Evaluation Material will
be kept confidential by Trivest, will not be used by
Trivest in any way detrimental to the Company and will not be used other than in connection with Trivest’s evaluation of a possible
transaction with or involving the business of the Company; provided that any of such information may be disclosed to representatives
who need to know such information for the purpose of evaluating any such possible transaction. We will inform our
representatives of the confidential nature of the Evaluation Material and will direct them to treat the Evaluation Material
confidentially. Trivest will be responsible for any breach of the terms hereof by its representatives. In the event that we or our
representatives receive a request or become legally compelled to disclose all or a part of the information contained in the
Evaluation Material, we agree to the extent practical, to promptly notify the Company of the existence, terms and circumstances
surrounding such a request, so that it may seek an appropriate protective order. "Evaluation Material" does not include any
information that (i) is already in our possession, (ii) is or becomes generally available to the public other than as a result of an
unauthorized disclosure by Trivest or its representatives,(iii) is independently developed by Trivest without use of or reference to the
Evaluation Material, or (iv) becomes available to Trivest on a non-confidential basis from a source other than the Company or its
representatives, provided that such source is not known by Trivest to be bound by a confidentiality agreement or other obligation of
secrecy to the Company or another person.
2. Treatment of Evaluation Material. As soon as possible upon the Company's written request, Trivest will destroy all written
Evaluation Material provided to Trivest. Also, Trivest will destroy all documents, memoranda, notes and other writings whatsoever
prepared by Trivest or Trivest’s representatives based on the information in the Evaluation Material, and such destruction shall, upon
Company’s written request, be certified in writing to the Company by an authorized officer supervising such destruction. Trivest will be
entitled to keep materials with its legal counsel to satisfy its compliance with applicable laws and established record keeping
procedures, and nothing herein shall require the deletion of information captured on automatic computer back-up systems.
3. Miscellaneous. The Company and Trivest each understand that entering into this Agreement in no way creates any
obligation to enter into any transaction. The Company understands and acknowledges that Trivest is a private equity investor
engaged in the business of evaluating, making, and managing investments in businesses and acquiring businesses, and it is possible
that one or more of those businesses are or may in the future be competitive with the Company in some way. The Agreement will not
be construed in any way to restrict Trivest from investing in or acquiring any such business or restrict such businesses from
competing with the Company, provided Trivest and such businesses do not use Evaluation Material to do so. Also, Trivest's
discussions with the Company and the review of Evaluation Material will inevitably serve to give Trivest increased knowledge and
understanding of the Company’s industry and business in a way that cannot be reasonably expected to be forgotten or separated
from Trivest's overall knowledge base even after the destruction of Evaluation Material. Accordingly, without in any way limiting
Trivest's obligations under the Agreement not to disclose Evaluation Material to third parties and to destroy Evaluation Material in
accordance with the Agreement, Trivest will not be deemed to be in breach of the Agreement by reason of remembering, retaining
and using in Trivest's business such increased knowledge as described in the preceding sentence. Trivest acknowledges that money
damages may not be a sufficient remedy alone for any violation of the terms hereof and, accordingly, the Company will be entitled to
seek specific performance and injunctive relief as remedies for any such violation. These remedies will not be exclusive but will be in
addition to all other remedies available to the Company at law or in equity. The Company acknowledges and agrees that in no event
shall it be entitled to recover any special, punitive and/or consequential damages related to any breach hereunder. This Agreement
will terminate upon the first anniversary of the date hereof. This Agreement will be governed by and construed in accordance with the
laws of the State of Florida. An electronic copy of this Agreement shall have the same legal effect as an original. This Agreement
may be executed in one or more counterparts, and each person executing this Agreement on behalf of such party hereto represents
that such execution is made with full authority and that such party is bound by the terms hereof.
Confidentiality/Non-Disclosure Agreement
Trivest Partners LP
Trivest Partners LP
550 S. Dixie Hwy, Ste. 300
Coral Gables, FL 33146