NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement (“Agreement”) is entered into as of the date of the last signature below (“Effective Date”) by and between:

K&K Property Ventures LLC, a New York limited liability company with offices located at 4618 Ridge Road W, Spencerport, NY 14559 (“Disclosing Party”),

and

1. Purpose

The Disclosing Party intends to disclose certain confidential and proprietary information to the Receiving Party for the purpose of evaluating or engaging in a potential business relationship or transaction (“Purpose”).

2. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” includes any and all non-public, proprietary, or confidential data or information, whether disclosed orally, visually, in writing, electronically, or otherwise, including but not limited to: business strategies, financial information, trade secrets, customer lists, supplier information, marketing plans, processes, know-how, and any documents or data derived from such information.

3. Obligations of Receiving Party

The Receiving Party agrees to:
a. Maintain the confidentiality of the Confidential Information using at least the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable degree of care.
b. Not disclose the Confidential Information to any third party without prior written consent of the Disclosing Party.
c. Use the Confidential Information solely for the Purpose described above.
d. Restrict disclosure of Confidential Information to only those of its employees, agents, or representatives who have a need to know for the Purpose and who are bound by obligations of confidentiality no less restrictive than those contained herein.

4. Exclusions

Confidential Information does not include information that:
a. Is or becomes publicly known without breach of this Agreement;
b. Was rightfully in the possession of the Receiving Party prior to disclosure;
c. Is rightfully obtained by the Receiving Party from a third party without restriction; or
d. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

5. Term

This Agreement shall commence on the Effective Date and remain in effect for two (2) years from the Effective Date, unless terminated earlier by written agreement of the parties. The confidentiality obligations shall survive for three (3) years after the expiration or termination of this Agreement.

6. Return or Destruction of Materials

Upon termination of this Agreement or at the request of the Disclosing Party, the Receiving Party shall promptly return or destroy all copies of Confidential Information in its possession.

7. No License or Obligation

Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, to the Receiving Party in the Confidential Information, except as expressly set forth herein. Neither party is obligated to proceed with any proposed business relationship or transaction.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

9. Remedies

The Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information may cause irreparable harm to the Disclosing Party. Therefore, the Disclosing Party shall be entitled to seek equitable relief (including injunctions) in addition to any other remedies available at law or in equity.

10. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions or agreements. Any modifications must be in writing and signed by both parties.

IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the Effective Date.

DISCLOSING PARTY:
K&K Property Ventures LLC
4618 Ridge Road W
Spencerport, NY 14559