Confidentiality Agreement

This MUTUAL CONFIDENTIALITY AGREEMENT (this “Agreement”) is made as of 07/08/2025 , among FLOURISH GROWTH SOLUTIONS LLC, an Arizona limited liability company (“FLOURISH”), and an Arizona Limited Liability Company (“PARTNER”). FLOURISH and PARTNER shall sometimes be referred to herein as the “Parties”. For purposes hereof, the party disclosing Confidential Information (as defined herein) shall be referred to as “Disclosing Party” and the party receiving Confidential Information shall be referred to as “Recipient”.


PREAMBLE


FLOURISH and PARTNER desire to commence a potential business relationship with each other (the “Purpose”). Each Party owns certain Confidential Information and each Party is willing to disclose to the other party certain of the Confidential Information in connection with the Purpose. NOW THEREFORE, for good and valuable consideration, receipt and sufficiency of which are acknowledged, Recipient, intending to be legally bound, agrees as follows.


AGREEMENT


1. Confidential Information. As used herein, the “Confidential Information” of a Party means all information concerning or related to the business, operations, financial condition or prospects of such Party or any of its Affiliates (as hereinafter defined), regardless of if such information is disclosed in oral, written, graphic, electronic or any other form, tangible or intangible, previously disclosed or is hereafter disclosed to the other Party and/or is expressly marked as confidential; provided, that the Confidential Information of a Party does not include (x) information which is or becomes generally known to the public through no act or omission of the other Party, and (y) information which has been or hereafter is lawfully obtained by the other Party from a source other than the Party to whom such Confidential Information belongs (or any of its Affiliates or their respective officers, directors, employees, equity holders or agents) so long as, in the case of information obtained from a third party, such third party was or is not, directly or indirectly, subject to an obligation of confidentiality owed to the Party to whom such Confidential Information belongs or any of its Affiliates at the time such Confidential Information was or is disclosed to the other Party. As used herein, an “Affiliate” of a Party means an entity which controls, is controlled by or is under common control with such Party, and the term “control” means, with respect to any entity, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract or otherwise.


2. Non-Disclosure Obligations. Disclosing Party shall disclose to Recipient, and Recipient shall be permitted to use the Confidential Information solely for the Purpose. Recipient hereby agrees to:


(a) hold in the strictest confidence and not disclose to any third party or use for its own benefit, without the prior written consent of Disclosing Party, which consent may be withheld in Disclosing Party’s absolute and sole discretion, the Confidential Information;


(b) restrict access to the Confidential Information to those persons and employees or contractors of Recipient who need to know solely in connection with the Purpose;


(c) take all appropriate action to protect the confidential and proprietary character of the Confidential Information by any and all reasonable means; and

(d) destroy or return any and all items (and any copies) containing Confidential Information of the other Party (in whatever form such Confidential Information may exist including, without limitation, all electronic files) promptly upon the termination of the activities related to the Purpose or immediately upon the request of Disclosing Party provided that:


(i) Recipient may retain documents and materials containing, reflecting, incorporating, or based on Disclosing Party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit Recipient to keep evidence that it has performed its obligations under this agreement and any obligations it may assume in connection with the Purpose;


(ii) Recipient will not be obligated to erase Confidential Information contained in an archived computer system backup made in accordance with its security and/or disaster recovery procedures, provided that such archived copy will be erased or destroyed in the ordinary course of its data processing procedures.


3. Permitted Disclosures. Notwithstanding the provisions of Section 2 hereof, each Party is permitted to:


(a) disclose Confidential Information of the other Party to its officers, directors, employees, equity holders, lenders, counsel, accountants and other agents, but only to the extent reasonably necessary for such Party to perform in connection with the Purpose, and such Party shall take all such action as may be necessary or desirable to ensure that each of such persons maintains the confidentiality of any Confidential Information that is so disclosed; and


(b) disclose Confidential Information of the other Party to the extent, but only to the extent, required by law; provided, that prior to making any disclosure pursuant to this subsection, the Party required to make such disclosure shall notify the other Party of the same, and the affected Party shall have the right to participate with Disclosing Party in determining the amount and type of Confidential Information of the affected Party, if any, which must be disclosed to comply with applicable law.


4. Ownership of Confidential Information. Notwithstanding any provision contained herein to the contrary, Disclosing Party shall have sole and exclusive ownership of all rights, title, and interests in and to its Confidential Information including, without limitation, ownership of all copyrights and trade secrets pertaining to all such Confidential Information.


5. Equitable Relief. The Parties acknowledge and agree that each could be irreparably damaged if any of the provisions hereof are not performed by the other Party in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each Party is may apply for an injunction or injunctions to prevent breaches of this Agreement and the terms and provisions hereof by the other Party in addition to any other remedy to which such aggrieved Party may be entitled at law or in equity.


6. Severability. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.


7. Notices. All notices, consents, requests, demands and other communications required or permitted hereunder: (a) shall be in writing; (b) shall be sent by messenger, certified or registered mail, a reliable express delivery service or email (with a copy sent by one of the foregoing means), charges prepaid as applicable, to the appropriate address(es) set forth below; and (c) shall be deemed to have been given on the date of receipt by the addressee (or, if the date of receipt is not a business day, on the first business day after the date of receipt), as evidenced by a receipt executed by the addressee (or a responsible person in his or her office), the records of the person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, United States mail or express delivery service. All such communications shall be sent to the addresses or numbers listed on the signature page hereto, or to such other addresses or numbers as either Party may inform the other by giving five business days’ prior notice.


8. Term. This Agreement shall become effective as of the date first written above and shall remain in effect until the third anniversary of the date of the last disclosure of Confidential Information hereunder (“Term”).


9. Miscellaneous. This Agreement: (a) may be amended only by a writing signed by each of the Parties; (b) may not be assigned, pledged or otherwise transferred, whether by operation of law or otherwise, without the prior consent of the other Party; (c) may be executed in several counterparts, each of which is deemed an original but all of which constitute one and the same instrument; (d) is governed by, and shall be construed and enforced in accordance with, the laws of the State of Arizona; and (e) is binding upon, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns. The Parties hereby consents to the jurisdiction of the Court of Common Pleas of Pima County, Arizona or the United States District Court for Arizona, and further consents that all service of process be made by certified or registered mail directed to a Party and that service so made shall be deemed to be completed 10 business days after the same has been deposited in United States mail, postage prepaid. The waiver by a Party of any breach or violation of any provision hereof shall not operate or be construed as a waiver of any subsequent breach or violation hereof. Neither Party shall be liable for any punitive or exemplary damages.


IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have executed this Agreement as of the date first above written.