MUTUAL NON-DISCLOSURE AGREEMENT
(Pre‑LOI MSP Acquisition Evaluation)

This Mutual Non‑Disclosure Agreement (“Agreement”) is entered into as of Date (“Effective Date”) by and between:

SELLER:
EB Solution
(the “Company”)

and

BUYER:

(the “Recipient”)

The parties wish to explore a possible acquisition, investment, merger, partnership, or other strategic transaction involving the Company (the “Transaction”). In connection with the evaluation of the Transaction, the Company may disclose certain confidential information to Recipient.

1. Purpose

The Recipient shall use Confidential Information solely for the purpose of evaluating, negotiating, and potentially completing the Transaction and for no other commercial, competitive, or business purpose.

2. Confidential Information

“Confidential Information” includes all non‑public business, operational, technical, customer, vendor, financial, pricing, security, network, software, contractual, marketing, and strategic information disclosed by the Company, whether oral, written, electronic, visual, or otherwise.

3. Exclusions

Confidential Information does not include information that: (a) is publicly available without breach of this Agreement; (b) was lawfully known by Recipient prior to disclosure; (c) is lawfully obtained from a third party without confidentiality obligations; or (d) is independently developed without use of Confidential Information.

4. Non‑Disclosure

Recipient shall maintain the confidentiality of the Confidential Information using at least the same degree of care used to protect its own confidential information, but not less than a commercially reasonable degree of care.

5. Restricted Access

Recipient may disclose Confidential Information only to its officers, employees, legal counsel, accountants, financing sources, and advisors with a legitimate need to know for evaluation of the Transaction (“Representatives”). Recipient shall remain fully responsible for any breach of this Agreement by its Representatives.

6. No Contact

Recipient shall not directly or indirectly contact any customer, vendor, supplier, carrier, employee, contractor, consultant, or referral partner of the Company without prior written consent of the Company.

7. Non‑Solicitation

For a period of twenty‑four (24) months from the Effective Date, Recipient shall not directly or indirectly solicit for employment or engagement any employee, contractor, consultant, subcontractor, or advisor of the Company identified during the evaluation process.

8. Competitive Use Restriction

Recipient shall not use the Confidential Information to compete directly or indirectly with the Company.

9. Cybersecurity & Data Handling

Recipient shall maintain commercially reasonable administrative, technical, and physical safeguards to protect Confidential Information against unauthorized access, disclosure, or misuse.

10. Return or Destruction

Upon written request by the Company, Recipient shall promptly return or destroy all Confidential Information and certify such destruction in writing, except for copies retained for legal or regulatory purposes.

11. No Obligation

Nothing in this Agreement obligates either party to proceed with any Transaction or enter into any definitive agreement.

12. No Representation or Warranty

All Confidential Information is provided “as is” without representation or warranty as to completeness or accuracy except as expressly stated in definitive transaction documents.

13. Injunctive Relief

The parties acknowledge that unauthorized disclosure or misuse of Confidential Information may cause irreparable harm and that monetary damages may be insufficient. The Company shall be entitled to injunctive relief and equitable remedies.

14. Term

This Agreement shall remain in effect for three (3) years from the Effective Date, except that trade secrets, customer information, passwords, security information, and proprietary methodologies shall remain confidential for so long as such information remains non‑public.

15. Governing Law

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

SELLER:

EB Solution
Authorized Signatory

Name: Johny Bogard
Title: COO

BUYER:


Authorized Signatory

Name:  
Title:  
Date: September 11, 2026