Non Disclosure Agreement

1. Purpose You agree to receive certain confidential information for the purpose of discussing or evaluating a potential business relationship involving Whirled Cup’s coffeehouse concept, operations, branding, and related opportunities (“Purpose”). 2. Confidential Information “Confidential Information” includes all non-public information provided by Whirled Cup, whether written, verbal, or digital, including but not limited to: •Business plans, financial models, projections, and investment materials •Menu concepts, recipes, vendor lists, and operational procedures •Marketing plans, branding assets, and design materials •Customer lists, loyalty programs, and pricing strategies •Lease/site selection data and other proprietary information Confidential Information does not include information that is (a) publicly available without breach of this Agreement, (b) lawfully obtained from a third party without duty of confidentiality, or (c) independently developed by you without reference to Whirled Cup’s information. 3. Obligations You agree to: •Keep all Confidential Information strictly confidential using reasonable care. •Use Confidential Information solely for the stated Purpose. •Not disclose Confidential Information to anyone except advisors or agents who have a need to know and who are bound by equal or stronger confidentiality obligations. 4. Term This Agreement remains in effect for two (2) years from the date of acceptance. Your obligation to keep Confidential Information confidential continues for the full term. 5. Return or Destruction At Whirled Cup’s written request, you will promptly return or destroy all Confidential Information, including notes or materials derived from it. 6. Remedies You acknowledge that unauthorized disclosure or misuse may cause irreparable harm to Whirled Cup. Whirled Cup is entitled to seek injunctions and any other legal or equitable remedies. 7. Governing Law This Agreement is governed by the laws of the State of Colorado, without regard to conflict-of-law principles.