This Mutual Confidentiality and Non-Disclosure Agreement ("Agreement") is made effective as of  ("Effective Date"), between Palmer Advisors, referred to herein as "Palmer," and the undersigned parties: with , and Clara Stedman with Palmer, collectively referred to as the "Parties."

1. Purpose

Palmer and the Parties wish to exchange certain information for the purpose of business acquisition ("Purpose"), which may necessitate the disclosure of Confidential Information (as defined below).

2. Confidential Information

Confidential Information refers to any information disclosed to a Party, whether orally, in writing, electoronically or by any other means, which the disclosing Party considers confidential or proprietary. This includes, but is not limited to, customer or employee data, trade secrets, know-how, inventions, processes, and financial information.

3. Limitation on Use

Recipient agrees to use Confidential Information solely for the Purpose and not for any other purpose without prior written consent from the disclosing Party. Recipient shall take reasonable measures to prevent unauthorized use or disclosure of Confidential Information.

4. Limitation on Disclosure

Recipient shall maintain the confidentiality of Discloser's Confidential Information and shall not disclose it to any third party without prior written consent from the Discloser.

5. Protection

Recipient shall implement reasonable measures to protect Confidential Information from unauthorized use or disclosure.

6. Exclusions

This Agreement does not apply to information that is in the public domain, was lawfully possessed by Recipient prior to disclosure, or is disclosed by an independent third party.

7. Required Disclosure by Law

If Recipient is legally compelled to disclose Confidential Information, Recipient shall provide advance notice to Discloser and cooperate in seeking protective measures.

8. Term

The obligations under this Agreement shall survive termination for a period of two (2) years from the date of receipt of Confidential Information, or longer as required by applicable law.

9. Ownership

Confidential Information remains the sole property of Discloser. Recipient acquires no rights, except for the limited use as provided in this Agreement.

10. No Obligation

Nothing in this Agreement obligates either Party to enter into further agreements or grants any rights beyond those expressly stated herein.

11. Return of Information

Upon termination, Recipient shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

12. Notification

Recipient shall immediately notify Discloser of any unauthorized use or disclosure of Confidential Information and cooperate in remedying such breach.

13. Remedies

Discloser may seek injunctive or equitable relief for breach of this Agreement, in addition to any other remedies available at law.

14. Warranty Disclaimer

Neither Party makes any warranties regarding the accuracy or completeness of Confidential Information.

15. Dispute Resolution and Governing Law

Any disputes shall be resolved in accordance with the laws of the State of Delaware, USA, and shall be brought exclusively in courts located in Delaware.

16. Assignment

This Agreement may be assigned by either Party with written notice to the other Party.

17. Notice

All notices under this Agreement shall be in writing and deemed effective upon receipt.

18. Consent

Any consent required under this Agreement may be given or withheld at the sole discretion of the Party.

19. Entire Agreement

This Agreement supersedes all previous agreements and constitutes the entire understanding between the Parties.

20. Export Compliance

Recipient shall comply with all applicable export control laws and regulations.

21. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original.

22. Non-Solicitation/Non-Circumvent

Recipient agrees not to solicit Palmer's personnel or clients, or interfere with Palmer's contracts during the Restricted Period.

23. Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in effect.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.