Mutual Confidentiality Agreement

1. Parties

This Mutual Non-Disclosure and Confidentiality Agreement ("Agreement") is entered into between Brian Braggs Consulting, operated by Brian Braggs ("Consultant"), and the individual identified in the signature block below ("Client"). Both parties are collectively referred to as the "Parties."

2. Purpose

The Parties intend to explore and engage in a consulting relationship related to franchise development, healthcare business operations, workforce solutions, or related advisory services (the "Purpose"). In connection with this Purpose, each Party may disclose to the other certain confidential and proprietary information.

3. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), whether disclosed orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation:

• Business plans, financial records, and projections
• Client lists, vendor relationships, and referral sources
• Franchise evaluation criteria, investment strategies, and due diligence materials
• Personal financial information, tax returns, and credit reports
• Proprietary consulting methodologies, frameworks, and processes
• Any information shared through forms, documents, or direct communication on this platform

4. Obligations of the Receiving Party

Each Receiving Party agrees to:

• Hold all Confidential Information in strict confidence
• Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party
• Use Confidential Information solely for the Purpose described in Section 2
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information, and no less than reasonable care
• Promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information

5. Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party
• Was rightfully known to the Receiving Party prior to disclosure
• Is independently developed by the Receiving Party without use of Confidential Information
• Is required to be disclosed by law, regulation, or court order — provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in seeking a protective order

6. Brian Braggs Consulting's Commitment to You

Brian Braggs Consulting is equally bound by this Agreement. Specifically, we commit to:

• Never sharing your financial documents, personal information, or business details with any franchisor, lender, or third party without your explicit written consent
• Using your information only to provide the consulting services you have requested
• Maintaining secure handling of all documents and communications you provide
• Not using your information for marketing or solicitation purposes beyond the scope of your engagement
• Honoring your right to withdraw at any time — upon written request, we will cease use of your Confidential Information and confirm in writing

7. Term

This Agreement is effective as of the date signed below and remains in effect for a period of three (3) years from that date, or until the conclusion of the consulting engagement, whichever is later. Obligations with respect to Confidential Information that constitutes a trade secret shall survive indefinitely.

8. No License or Obligation to Proceed

Nothing in this Agreement grants either Party any license, right, or interest in the other Party's intellectual property. This Agreement does not obligate either Party to enter into any further agreement or business relationship.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law provisions.

10. Electronic Signature

The Parties agree that an electronic signature constitutes a valid and binding signature for purposes of this Agreement, with the same legal effect as a handwritten signature, in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law.