This Confidentiality Agreement will confirm our mutual understanding in connection with Velero Private Equity providing, and your receipt of information regarding the number-designated Company referred to below as the “Company” or the “Seller.”

1. Confidential Information: meaning all oral or written data, reports, records, or materials, including but not limited to financial data, customer lists, intellectual property, proprietary information, trade secrets, and any other confidential or proprietary information obtained from Velero or The Company. This includes the name, address, and type of business of The Company, the knowledge that The Company may be considering a sale, or even the fact that information has been provided.

Confidential Information shall not include information that:

(i) is or becomes public other than as a result of acts by you;
(ii) can be shown was already known to you at the time of its disclosure hereunder;
(iii) is independently obtained by you from a third party having no duty of confidentiality to The Company;
(iv) is independently developed by you without use of any Confidential Information supplied hereunder; or
(v) is obligated to be disclosed pursuant to applicable law, regulation, or legal process.

2. Permissible Disclosures: Confidential Information is being furnished solely in connection with your consideration of the acquisition of the Company and shall be treated as secret and confidential. Disclosure is permitted only to your employees, legal counsel, advisors, potential investors, or lenders who are under confidentiality obligations and whose knowledge of the information is required for you to evaluate the Company as a potential acquisition. You shall ensure that these individuals comply with the terms of this Agreement. The undersigned further agrees not to interfere with any business of the Company through the use of any information or knowledge acquired under this Agreement nor use any such information for its own account.

3. Representations and Warranties: You acknowledge that all Confidential Information provided under this Agreement is furnished by the seller. VELERO DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF THE INFORMATION PROVIDED BY THE SELLER.

The seller represents and warrants that, to the best of their knowledge, the information is accurate and complete, however, VELERO PRIVATE EQUITY SHALL NOT BE HELD RESPONSIBLE FOR ANY INACCURACIES OR OMISSIONS IN THE INFORMATION PROVIDED BY THE SELLER.  Any and all representations and warranties are made solely by the Company in a signed acquisition agreement or purchase contract and be subject to the provisions thereof.

4. Indemnification: You agree to indemnify, defend, and hold harmless Velero and the Company from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to your breach of this agreement or misuse of Confidential Information.

5. Governing Law and Dispute Resolution:

(I) Governing Law: This Agreement shall be governed by the laws of the State of Michigan. Any dispute arising out of or in connection with this Agreement shall be resolved in courts located in Muskegon County.

(ii) Dispute Resolution: In the event of a dispute, the parties agree to first attempt mediation. If mediation fails, the dispute shall be resolved through binding arbitration.

6. Non-Solicitation: You agree that for a period of 2 years from signing, you will not to use confidential information to solicit business from the Company’s customers, or to entice its vendors, or employees to work with you in the event that there is no transaction. You further agree not to contact the Seller directly without the express written approval of Velero. In case of breach of this agreement, and a transaction occurs between you and the company, you will pay a monetary penalty that is equal to the commission or fee Velero should have realized in such transaction.

7. Non-Disparagement: You agree not to make any negative or disparaging statements about The Company, its officers, employees, or business practices to any third party.

8. Purchase Agreement: The Seller acknowledges the interest of Velero in a fee at the closing of any transaction, and agrees that any agreement documenting a transaction shall contain language acceptable to Velero to provide for disbursement of such fee to Velero at the time of closing. Any such agreement shall also provide that Velero makes no representation as to the accuracy of any information, representation or warranties of the Seller.

9. Return or Destruction of Information: All Confidential Information shall be promptly returned or destroyed, as directed by Velero or The Company.

10. Remedies: You agree that any violation or threatened violation of this Agreement will cause irreparable injury to Velero and/or the Seller, entitling Velero and/or the Seller to obtain subjunctive relief in addition to all legal remedies.

11. Survival of Obligations: Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity. The confidentiality and indemnification obligations outlined in this Agreement shall remain in effect for a period of 2 years from the date of signing.

12. Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous communications, agreements, or understandings, whether written or oral, relating to the same.

13. Electronic Signature: According to the ESIGN Act, a federal law passed by Congress in 2000 granting legal validity and enforceability to electronic signatures, you agree and understand that your electronic signature is the legal equivalent of your manual/handwritten signature, and consent to be legally bound to this agreement.