MUTUAL NON-DISCLOSURE AGREEMENT

THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”) is entered into by and between Full Curl Ranches, LLC, a Colorado limited liability company (“Brokerage”), and the individual or entity accessing the Brokerage’s online listing portal and accepting this Agreement by clicking “I Agree,” creating an account, logging in, or otherwise accessing the portal (“User”), effective as of the date of such acceptance (the “Effective Date”). The purpose of this Agreement is to protect the confidentiality of certain non-public information disclosed by either party solely in connection with evaluating potential ranch property sale, acquisition, brokerage, or other business opportunities through the Brokerage’s portal (the “Permitted Use”).

1. Confidential Information. “Confidential Information” means all non-public information disclosed by either party to the other in connection with the Permitted Use, whether through the portal, in writing, electronically, orally, or otherwise, including without limitation photographs, videos, maps, surveys, listing materials, pricing information, financial and operational information, ownership and contact information, sign-up and account information, water rights information, land use and wildlife information, improvement details, due diligence materials, and any other information that a reasonable person would understand to be confidential.
2. Non-Disclosure and Permitted Use. Each party agrees to hold the other party’s Confidential Information in strict confidence, to use it solely for the Permitted Use, and not to disclose it to any third party except to its employees, agents, advisors, lenders, investors, or other authorized representatives who have a need to know such information for the Permitted Use and who are bound by confidentiality obligations at least as protective as those contained herein. Each party shall protect the other party’s Confidential Information using at least reasonable care.
3. No Copying, Reproduction, or Distribution. Except as necessary for the Permitted Use, neither party may copy, reproduce, screenshot, download, distribute, publish, transmit, or otherwise duplicate any Confidential Information of the other party without prior written consent. Any permitted copies or reproductions shall remain Confidential Information subject to this Agreement.
4. Exclusions. The obligations of this Agreement shall not apply to information that the receiving party can demonstrate: (a) was publicly available at the time of disclosure; (b) became publicly available through no fault of the receiving party; (c) was already lawfully in the receiving party’s possession without restriction; (d) was lawfully received from a third party without breach of any confidentiality obligation; or (e) was independently developed without use of or access to the disclosing party’s Confidential Information.
5. Required Disclosure. A receiving party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, to the extent legally permitted, such party gives prompt notice to the disclosing party and reasonably cooperates in seeking confidential treatment or a protective order.
6. Return, Destruction, and Access Termination. Upon request of either party, or upon termination of access to the portal, each party shall promptly destroy or return the other party’s Confidential Information in its possession, except for copies retained in routine backup systems or as required by law, which shall remain subject to this Agreement.
7. Ownership; No License; No Obligation. All Confidential Information remains the sole property of the disclosing party. Nothing in this Agreement grants any license or other rights in or to any Confidential Information, intellectual property, listing content, images, or materials except the limited right to use such information for the Permitted Use. Nothing in this Agreement obligates either party to enter into any transaction or business relationship.
8. Term; Survival. This Agreement shall remain in effect for five (5) years from the Effective Date; provided, however, that each party’s confidentiality and non-use obligations with respect to Confidential Information disclosed during such term shall survive for five (5) years following disclosure, except as otherwise provided in Section 4.
9. Remedies. Each party acknowledges that any breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate, and the non-breaching party shall be entitled to seek injunctive relief and any other remedies available at law or in equity.
10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflict of law principles.
11. Electronic Acceptance. By clicking “I Agree,” checking an acceptance box, creating an account, logging into the portal, or otherwise accessing any Confidential Information through the Brokerage’s portal, User acknowledges that User has read, understands, and agrees to be bound by this Agreement. Such electronic acceptance shall constitute a legally binding signature and agreement.