NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“Agreement”) is made and entered into as of the date signed below, by and between Circle Home Loans, a DBA of Priority 1 Lending, LLC (the “Consultant”), and the agent signed below (the “Individual”). The Individual and the Consultant may be referred to herein individually as a “Party” and collectively as the “Parties.” Any Party receiving “Confidential Information” (as defined herein) will be hereinafter referred to as “Recipient,” and the Party disclosing such Confidential Information will be hereinafter referred to as the “Discloser.”

WHEREAS, each Party is willing to disclose certain information to the other Party in confidence for the purpose of exploring a potential business employment opportunity with Fischer Management / Fischer Homes (the “Business Purpose”), subject to the terms and conditions of this Agreement;

WHEREAS, the Individual and the Consultant are entering into this Agreement to assure the confidential treatment of all Confidential Information (as defined below) shared pursuant to the Business Purpose and to prevent the disclosure of Confidential Information to third parties, except as permitted herein;

NOW THEREFORE, in consideration of the mutual covenants and premises contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:

1. Confidential Information

For purposes of this Agreement, “Confidential Information” of a Party shall mean:

(i) Information disclosed by such Party relating to product development strategy and activity, product concepts and features, marketing strategy, corporate assessments and strategic plans, financial and statistical information, details of operations, accounting information, identity of suppliers, software, systems, processes, formulae, inventions, discoveries, policies, guidelines, procedures, practices, disputes or litigation, including without limitation, pricing and fees information, current and prospective customers, equity and financing sources, asset procurement methods, and all data, reports, models, strategies, ideas, interpretations, forecasts, and records containing or otherwise reflecting information concerning the Consultant.

(ii) Confidential, proprietary, or trade secret information orally disclosed by such Party.

(iii) Confidential, proprietary, or trade secret information disclosed by such Party that is clearly and conspicuously identified in writing as such at the time of its first disclosure to Recipient.

(iv) Confidential, proprietary, or trade secret information disclosed by such Party, which a reasonable person would recognize as such.

(v) Information disclosed by such Party relating to employees, contractors, or customers which, if released, would cause an unlawful invasion of privacy.

(vi) Analyses, compilations, or other documents that contain or are based upon such information.

Confidential Information shall also include the identities of strategic partners and targets, investment opportunities, and any and all intellectual property of the Consultant or its affiliates. For purposes of this Agreement, and without limiting the generality of the foregoing, the Parties acknowledge and agree that (A) all Confidential Information disclosed by a Party shall be deemed to be the Confidential Information of such Party, including, but not limited to, third-party confidential, proprietary, or trade secret information that such Party is obligated to protect, and (B) Confidential Information shall be deemed to be disclosed under this Agreement by a Party if such Confidential Information is disclosed by any of its affiliates, members, managers, shareholders, partners, officers, directors, employees, accountants, attorneys, agents, consultants, advisors, contractors, or financing/equity sources, or is otherwise disclosed on behalf of such Party.

2. Protection

Recipient agrees to:

(i) Receive Confidential Information disclosed hereunder in confidence.

(ii) Act reasonably to maintain the confidentiality of such Confidential Information and not disclose such Confidential Information to third parties (except for (a) Recipient’s affiliates, members, managers, shareholders, partners, officers, directors, employees, accountants, attorneys, agents, consultants, advisors, contractors, and financing/equity sources (its “Representatives”), who have a need to know (as determined solely by Recipient) and are under a duty of non-disclosure with respect to such information or are otherwise informed of the confidential nature of such information, and (b) Recipient’s regulator(s), upon request by such regulator(s) and subject to Recipient’s request that such information be treated in confidence), which efforts shall accord such Confidential Information at least the same level of protection against unauthorized use and disclosure that Recipient customarily accords to its own information of a similar nature but no less than a commercially reasonable degree of protection.

(iii) Use or permit the use of such Confidential Information solely in accordance with the terms of this Agreement.

(iv) Be responsible for the actions of its Representatives in violation of this Agreement as if Recipient committed such violation.

3. Use of Confidential Information

Recipient will use the Confidential Information only in connection with, or the evaluation of, the Business Purpose and will not copy, transmit, reproduce, summarize, or quote any Confidential Information. Each Party and its affiliates and Representatives shall at all times use the Confidential Information in accordance with applicable laws.

4. Exclusions

(a) Generally. The restrictions on use and disclosure set forth above shall not apply when and to the extent that the Confidential Information:

(i) Is or becomes generally available to the public or widely known in the industry of the Individual through no fault of Recipient (or anyone acting on its behalf) or in violation of this Agreement.

(ii) Was previously known to Recipient free of any obligation to keep it confidential.

(iii) Is subsequently disclosed to Recipient by a third party that, to the knowledge of Recipient, is not bound by a confidentiality agreement with the Discloser with respect to such information.

(iv) Is independently developed by Recipient without reference to the Discloser’s Confidential Information.

(v) Is requested or required (by oral questions, interrogatories, requests for information, or documents in legal proceedings, subpoena, civil investigative demand, or other similar process, or by applicable statute, rule, or regulation, or by governmental regulatory authorities) to be disclosed by Recipient.

(b) Existing Knowledge and Residuals. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that:

(i) The Consultant and its principals have significant contacts, knowledge, and experience that may include information the Individual believes is covered by this Agreement.

(ii) All such information known by the Consultant prior to the Effective Date or independently conceived by Consultant without recourse to the information provided by the Individual shall not be subject to the restrictions set forth in this Agreement.

5. Rights

All Confidential Information shall be deemed to be the property of the Discloser or the appropriate third-party owner, as the case may be. Except as Recipient reasonably requires to facilitate the purposes provided herein, Recipient shall not reproduce such Confidential Information, in whole or in part, without written authorization of the Discloser.

6. General Terms

(a) No Warranties. The Discloser provides information solely on an “as is” basis.

(b) Limited Obligations. Other than the obligations set forth herein, neither Party shall have any further obligations to the other unless and until a definitive written agreement with respect to the Business Purpose is executed.

(c) Public Statements; Use of Name. Neither Party shall make, deliver, or publish any public statements or descriptions of the Business Purpose without the prior written consent of the other Party.

(d) No Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assignable, delegable, or otherwise transferable in whole or in part by either Party.

(e) Governing Law; Severability. This Agreement shall be governed by the laws of the State of Delaware.

(f) Notices. All notices required or permitted hereunder shall be in writing and deemed received as described in Section 6(f).

(g) Term of Agreement. This Agreement shall remain in force for one year from the Effective Date.

(h) Injunctive Relief. The Discloser will have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information.

(i) Entire Agreement. This Agreement expresses the entire understanding of the Parties with respect to the subject matter hereof.

Circle Home Loans a DBA of Priority 1 Lending LLC.

Andrew Heisley

Division Leader

Date: 04/04/2025

(The "Individual")