Platform Non-Disclosure Agreement

By creating an account and accessing the Winfield Thorne platform, you agree to the following terms regarding confidential information.

1. Purpose

This Platform Non-Disclosure Agreement (“Agreement”) governs your access to and use of confidential information available through the Winfield Thorne platform. The purpose of this Agreement is to protect sensitive business information shared by sellers and to maintain the integrity of our marketplace.

2. Definition of Confidential Information

“Confidential Information” includes, but is not limited to:

• Business listings and opportunity details
• Financial information, statements, and projections
• Customer and supplier information
• Trade secrets and proprietary processes
• Pricing, valuations, and deal terms
• Any information marked or identified as confidential
• The existence or nature of any potential transaction

3. Confidentiality Obligations

You agree to:

• Keep all Confidential Information strictly confidential
• Use Confidential Information solely for evaluating potential acquisitions
• Not disclose Confidential Information to any third party without prior written consent
• Not copy, reproduce, or distribute Confidential Information
• Protect Confidential Information with the same degree of care you use to protect your own confidential information, but no less than reasonable care

4. Permitted Disclosures

You may disclose Confidential Information to your professional advisors (attorneys, accountants, financial advisors) who have a need to know and are bound by confidentiality obligations at least as protective as this Agreement. You remain responsible for their compliance.

5. Exclusions

This Agreement does not apply to information that:

• Is or becomes publicly available through no fault of yours
• Was known to you prior to disclosure
• Is independently developed by you without use of Confidential Information
• Is required to be disclosed by law or court order (with prior notice to us)

6. No Contact

You agree not to contact any seller, their employees, customers, suppliers, or other business contacts directly without prior written authorization from Winfield Thorne. All communications must go through our platform.

7. Non-Circumvention

You agree not to circumvent Winfield Thorne in any transaction involving a business or opportunity introduced through our platform. This obligation survives for two (2) years after your last access to information about a particular opportunity.

8. Return of Information

Upon request or if you decide not to proceed with a potential acquisition, you agree to promptly return or destroy all Confidential Information and any copies thereof.

9. Deal-Specific NDAs

Access to detailed information about specific opportunities may require execution of additional deal-specific Non-Disclosure Agreements. This Platform Agreement operates in conjunction with, not in replacement of, any deal-specific NDAs.

10. Term

Your confidentiality obligations under this Agreement shall continue for a period of three (3) years from the date of disclosure of any Confidential Information.

11. Remedies

You acknowledge that breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. Winfield Thorne shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law.

12. Governing Law

This Agreement shall be governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

13. Acknowledgment

By using the Winfield Thorne platform, you acknowledge that you have read, understood, and agree to be bound by this Platform Non-Disclosure Agreement.