1. Parties

This Confidentiality Agreement (“Agreement”) is made effective as of the date of final electronic execution. It is entered into by and between The UpRight Café, LLC, a Pennsylvania limited liability company with its principal address at 75 Mercer Avenue, Wheatland, PA 16161 (the “Disclosing Party”), and the undersigned recipient entity (the “Receiving Party”).

The Disclosing Party and the Receiving Party may be referred to individually as a “Party” and collectively as the “Parties.”

2. Purpose

The Parties wish to engage in discussions regarding a potential professional, financial, or advisory relationship involving The UpRight Café, LLC and its nonprofit partner Community Arts Experience, Inc. (CAE) (the “Purpose”). In connection with such discussions, each Party may disclose certain confidential or proprietary information to the other.

3. Definition of Confidential Information

"Confidential Information” includes all oral, written, electronic, or tangible information disclosed by either Party that is not generally known to the public, including but not limited to:

·  business plans, financial data, budgets, or projections;

·  contracts, partnership terms, and governance materials (including the CAE Service Agreement);

·  operational methods, technology, or training systems (including CAE Network™);

·  customer lists, marketing strategies, and supplier or pricing information; and

·  analyses, notes, or summaries derived from any of the foregoing.

Confidential Information does not include information that:

a) becomes public through no fault of the Receiving Party;

b) was lawfully known by the Receiving Party before disclosure;

c) is independently developed without reference to the Confidential Information; or

d) must be disclosed under law or court order, provided prompt notice is given to the Disclosing Party.

4. Obligations of the Receiving Party

The Receiving Party agrees to:

·  use the Confidential Information solely for the Purpose described above;

·  restrict disclosure to its employees, officers, or advisors who have a legitimate need to know and who are bound by

confidentiality obligations at least as protective as those herein;

·  refrain from disclosing, copying, or distributing the Confidential Information to any third party without prior written consent

from the Disclosing Party; and

·   protect the Confidential Information using the same degree of care it uses to safeguard its own confidential materials, and in

no event less than reasonable care.

5. Term and Return of Materials

This Agreement remains in effect for three (3) years from the Effective Date. Each Party’s duty to maintain confidentiality and restrict use shall survive for two (2) years after expiration or termination.

Upon written request, the Receiving Party shall promptly delete or return all Confidential Information, including all copies or derivative materials, whether in electronic or physical form.

6. No License or Obligation

Nothing in this Agreement grants the Receiving Party any rights, by license or otherwise, under any trademark, patent, copyright, or other intellectual property of the Disclosing Party.

This Agreement does not obligate either Party to enter into any further business transaction or relationship.

7. Remedies

Each Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. The Disclosing Party shall be entitled to seek injunctive relief and any other equitable remedies in addition to all legal remedies available.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles.

9. Entire Agreement

This document constitutes the entire understanding between the Parties regarding confidentiality and supersedes all prior agreements or representations. Any modification must be made in writing and executed electronically by both Parties.

10. Electronic Execution

The Parties agree that this Agreement may be executed electronically and that electronic acceptance, signature, or other acknowledgment shall have the same force and effect as a handwritten signature. Each Party agrees that an electronic record of this Agreement shall be valid and enforceable.

IN WITNESS WHEREOF, the Parties acknowledge their acceptance of this Agreement by executing it electronically through the designated e-signature platform.