Non-Disclosure & Non-Circumvention Agreement

1. Confidential Information. “Confidential Information” means all non-public information disclosed by Discloser to Recipient, in any form, including: (a) the identity, contact information, mandates, check sizes, allocation criteria, preferences, and internal decision-makers of any family office, private trust, institutional or private investor, allocator, or fund-of-funds; (b) the identity and terms of engagement of any capital formation partner, placement agent, broker-dealer, sponsor, operator, fund administrator, counsel, or vendor; (c) any deal, project, fund, syndication, or investment opportunity presented, including its economics, capital stack, sponsor, and status; (d) Discloser’s pipeline, CRM data, lists, compilations, introductions, methods, scripts, materials, and pricing; and (e) the existence and content of discussions between the Parties. The Parties acknowledge that Discloser’s relationship lists and compilations derive independent economic value from not being generally known and are the subject of reasonable measures to maintain secrecy, and therefore constitute trade secrets under the Arizona Uniform Trade Secrets Act, A.R.S. §§ 44-401 through 44-407.

2. Permitted Purpose. Recipient may use Confidential Information solely to evaluate and, if the Parties so agree in writing, to pursue a specific transaction jointly with Discloser (the “Purpose”). Any other use is prohibited. No license, assignment, or ownership interest in Confidential Information is granted, and all Confidential Information remains the exclusive property of Discloser.

3. Non-Disclosure. Recipient shall hold Confidential Information in strict confidence, shall protect it with no less than reasonable care, and shall not disclose it to any third party without Discloser’s prior written consent. Recipient may disclose it only to those of its own personnel and professional advisors who have a need to know for the Purpose and who are bound by confidentiality obligations no less protective than this Agreement; Recipient remains responsible for any breach by such persons.

4. Non-Circumvention. This is a material term. For the Term, Recipient shall not, directly or indirectly, and whether alone or through or with any affiliate, employee, contractor, agent, entity, or other person: (a) contact, solicit, negotiate with, transact with, engage, retain, accept capital from, pay, or compensate any Protected Contact; (b) circumvent, bypass, avoid, or attempt to circumvent Discloser in any dealing with a Protected Contact; (c) use a Protected Contact’s identity or introduction for any purpose other than the Purpose; or (d) interfere with or seek to alter, replace, or duplicate any relationship, agreement, fee arrangement, or partnership between Discloser and a Protected Contact, in each case except with Discloser’s prior express written consent, signed by Andrew LeBaron. No consent may be inferred from silence, from conduct, from an introduction having been made, from a Protected Contact initiating contact, or from any oral statement. “Protected Contact” means any person or entity described in Section 1(a)–(c) whose identity, mandate, or availability became known to Recipient directly or indirectly through Discloser, and includes such person’s affiliates, family members, advisors, and controlled or advised entities. If Recipient believes it had an independent, pre-existing relationship with a Protected Contact, Recipient must identify that person in writing within five (5) business days of the introduction, with documentation predating it; absent that notice, the relationship is conclusively presumed to have arisen through Discloser.

5. No Leveraging of Partnerships or Name. Recipient shall not represent, imply, or hold itself out as a partner, agent, representative, affiliate, or authorized capital raiser of Discloser, and shall not use the names “Andrew LeBaron” or “LeBaron Capital Partners,” or any Protected Contact’s name, in any marketing, offering document, pitch, investor communication, capital stack, or filing, without Discloser’s prior written consent. No fee, commission, carry, equity, co-sponsorship, or economic participation is owed to or earned by either Party except as set out in a separate written agreement signed by both Parties.

6. Exclusions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through Recipient’s act or omission; (b) was lawfully in Recipient’s possession without a duty of confidentiality before disclosure, as evidenced by contemporaneous written records; (c) is independently developed by Recipient without use of or reference to Confidential Information; or (d) is lawfully received from a third party free of any confidentiality obligation. Nothing here prohibits disclosure required by law, subpoena, or court order, provided Recipient gives Discloser prompt written notice and reasonable cooperation to seek protective treatment, or disclosure protected under 18 U.S.C. § 1833(b) or applicable whistleblower law.

7. Term. The confidentiality obligations in Section 3 continue for three (3) years from the Effective Date, and indefinitely as to any information qualifying as a trade secret under A.R.S. §§ 44-401 et seq. for so long as it remains a trade secret. The obligations in Sections 4 and 5 continue for twenty-four (24) months from the later of the Effective Date or the last disclosure of Confidential Information to Recipient. The Parties agree these periods are reasonable and necessary to protect Discloser’s legitimate business interests.

8. Return of Materials. Upon Discloser’s written request, Recipient shall promptly return or permanently destroy all Confidential Information and all copies, notes, and derivative materials, and shall certify compliance in writing. Deletion does not release Recipient from any obligation under this Agreement.

9. Remedies. Recipient acknowledges that a breach of Sections 3, 4, or 5 would cause irreparable harm for which money damages alone are inadequate, and that Discloser is entitled to seek temporary, preliminary, and permanent injunctive relief and specific performance without the necessity of posting a bond, in addition to all remedies available at law or in equity, including those under A.R.S. §§ 44-401 et seq. If Recipient breaches Section 4, Discloser is additionally entitled, at its election, to a constructive trust over and disgorgement of all fees, commissions, promote, carry, equity, and other compensation Recipient received or is entitled to receive from the circumvented transaction. In any action arising out of this Agreement, the prevailing Party is entitled to recover its reasonable attorneys’ fees, expert fees, and costs pursuant to A.R.S. § 12-341.01.

10. Governing Law; Venue. This Agreement is governed by the laws of the State of Arizona without regard to conflict-of-laws principles. The Parties consent to exclusive jurisdiction and venue in the state or federal courts located in Maricopa County, Arizona, and waive any objection to that venue.

11. General. If any provision is held overbroad or unenforceable, the court shall modify it to the minimum extent necessary to make it enforceable and otherwise enforce the remainder. This Agreement is the entire agreement of the Parties on its subject matter, supersedes all prior understandings, and may be amended only in a writing signed by both Parties. No waiver is effective unless in writing, and no failure to enforce is a waiver. Nothing herein creates a partnership, joint venture, agency, employment, or fiduciary relationship, or any obligation to proceed with any transaction. Recipient may not assign this Agreement without Discloser’s written consent; Discloser may assign it to a successor or affiliate. It binds the Parties’ successors and permitted assigns, may be executed in counterparts, and electronic and digital signatures are valid and enforceable under A.R.S. §§ 44-7001 et seq.