THIS MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
(this “Agreement”) is made and entered into as of this ______day of __________, 2025 (the “Effective Date”) by and between Presidential Pools and Spas, LLC (the “Company”), and [_________] (“Business Contact” and together with the Company, collectively, the “Parties” and each a “Party”).

WHEREAS, in connection with the Parties’ investigation, exploration and/or negotiation of a potential employment relationship and/or other similar commercial or business arrangement (the “Business Purpose”), it is acknowledged and agreed that either Party may disclose to the other Party certain information that is non-public, confidential, or proprietary in nature;

WHEREAS, each Party wishes to protect and preserve their respective non-public, confidential, and/or proprietary information in accordance with the terms of this Agreement. 

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: 

1. Definitions.  

1. “Affiliate” of a Person shall mean, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract interest or otherwise.

2. “Person” means any individual person, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

3. “Representative” means the Company’s Affiliates, and the Company’s and each such Affiliate’s respective directors, officers, employees, managers, members, general partners, limited partners, equity holders, agents, consultants, and other representatives (including attorneys, financial advisors, and accountants). 

2. Confidential Information.

1. For purposes of this Agreement, “Confidential Information” means any and all non-public, confidential, proprietary, or otherwise sensitive information, data, documents, agreements, files and/or other materials (whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential”) that are disclosed from and after the Effective Date by a Party (the “Disclosing Party”) and/or any of its Representatives to the other Party (the “Recipient”) and/or any of its Representatives, including, without limitation, information concerning the past, present and future business, operations and affairs of the Disclosing Party and its Affiliates.  For purposes of this Agreement, “Confidential Information” includes, without limitation:

1. any and all information concerning the past, present, and future business affairs of the Company and its Affiliates, including, without limitation (A) information concerning finances, pricing, customer information, supplier information, products, services, organizational structure and internal practices, forecasts, sales and other financial results, records, and budgets, and business, marketing, development, sales, and other commercial strategies; (B) intellectual property, confidential and proprietary information, know-how, trade secrets, and other protected or unprotected intellectual property rights; (C) information regarding internal operations, practices, policies, methods, business processes, and organizational structure, as well as commercial, operational, strategic, and development plans; (D) any prospective or contemplated changes to business operations, future business plans, potential mergers, acquisitions, divestitures, reorganizations, capital investments, or other strategic initiatives not yet made public; and (F) any and all confidential or proprietary information and materials received from third parties, including customers, vendors, service providers, and other business relations; 

2. with respect to the Business Contact, (A) the identity of the Business Contact; (B) the fact that Business Contact is exploring employment opportunities with the Company; and (C) any materials or communications relating to such interest or application, including without limitation, resumes, background information, compensation expectations or history, career goals, and personal or professional references; 

3. any other information, data, documents, agreements, files, and other materials not generally available to the public or that would reasonably be considered non-public, confidential or proprietary given the nature of the information and the context under which such information is being disclosed; and

4. all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations, and other materials (collectively, “Notes”) prepared by or for the Recipient or its Representatives that contain, are based on, or otherwise reflect or are derived from, in whole or in part, any of the foregoing.

5. Notwithstanding the foregoing, “Confidential Information”, as used in this Agreement, shall not include information that at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement by the Recipient or any of its Representatives.

3. Non-Disclosure of Confidential Information.  The Recipient shall (a) protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Recipient would protect its own information, but in any event, with no less than a commercially reasonable degree of care;
   (b) not use the Confidential Information, or permit it to be accessed or used, for any purpose other than in connection with the evaluation, negotiation and/or consummation of the Business Purpose; and (c) not, at any time, in any fashion, form or manner, divulge, disclose or otherwise communicate any of the Confidential Information to any Person, except, (i) if required by a Legal Order, but then, only in accordance with Section 4 of this Agreement; or (ii) in the case of the Company, to its Representatives who are under contractual, fiduciary or other legal obligations of confidentiality that are no less restrictive than those set forth in this Agreement, to the extent necessary to permit such Representatives to assist the Company in connection with the Business Purpose.

4. Legally Required Disclosure.  In the event that the Recipient is required, in the opinion of the Recipient's counsel, to disclose any Confidential Information, by federal, state, or local law, regulation, or a valid order issued by a court or governmental entity of competent jurisdiction (a “Legal Order”), the Recipient shall, to the extent permitted by such Legal Order, (a) take reasonable steps to preserve the privileged nature and confidentiality of the Confidential Information, including requesting that the Confidential Information not be disclosed to non-parties or the public; (b) give the Disclosing Party prompt prior written notice of such request or requirement so that the Disclosing Party may seek, at its sole cost and expense, an appropriate protective order or other remedy; and (c) cooperate with the  Disclosing Party to obtain such protective order.  In the event that such protective order or other remedy is not obtained, the Recipient will furnish only that portion of the Confidential Information, which on the advice of the Recipient's counsel, is required to be disclosed and, upon the Disclosing Party’s request, use its best efforts to obtain assurances that confidential treatment will be accorded to such Confidential Information.

5. Return or Destruction of Confidential Information.  At any time upon the Disclosing Party’s written request, the Recipient shall promptly, and in any event within five (5) days of such request, either (i) return to the Disclosing Party all Confidential Information (in any form, whether written, electronic, or otherwise), including without limitation all copies, extracts, and other reproductions thereof, or (ii) destroy all such Confidential Information and, within the same five (5) day period, confirm in writing to the Disclosing Party that such destruction has been completed.  Notwithstanding the foregoing, the Recipient may retain copies of Confidential Information solely to the extent such copies were automatically created and are stored on its backup or disaster recovery systems in the ordinary course of its information technology operations (the “Retained Confidential Information”).  Any Retained Confidential Information: (a) must be stored in a secure manner and shall not be actively accessed or used; (b) shall remain subject to the confidentiality obligations set forth in this Agreement for as long as it is retained; and (c) may only be accessed, restored, or used for the limited purpose of recovering from a system failure or data corruption event.

6. No Obligations; No Representations or Warranties.  This Agreement imposes no obligation on either Party to disclose any Confidential Information or to negotiate for or enter into any agreement regarding, or otherwise pursue the Business Purpose.  The Disclosing Party makes no representation or warranty, whether expressed or implied, as to the accuracy or completeness of any Confidential Information and will have no liability to the Recipient or any other Person relating to the use of any Confidential Information or any errors therein or omissions therefrom, it being understood that any representations and warranties concerning Confidential Information will only be those, if any, set forth in a legally binding agreement, if any, entered into between the Parties concerning the Business Purpose. Either Party may at any time, at its sole discretion, with or without cause, terminate discussions and negotiations with the other Party in connection with the Business Purpose.

7. Term.  The term of this Agreement (the “Term”) and the rights and obligations of the Parties under this Agreement shall expire five (5) years after the Effective Date; provided, however, that, with respect to Confidential Information that constitutes (a) a trade secret under applicable law, such rights and obligations will survive such expiration until such Confidential Information loses its trade secret protection other than due to an act or omission of the Recipient; or (b) Retained Confidential Information, the rights and obligations of the Parties under this Agreement with respect to such Retained Confidential Information shall survive the termination of this Agreement and shall continue for so long as such Confidential Information is retained. 

8. Remedies.  The Parties acknowledge and agree that money damages may not be a sufficient remedy for any breach or threatened breach of this Agreement by a Party. Therefore, in addition to all other remedies available at law (which in no event are waived by the exercise of any rights hereunder), the non-breaching Party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and the Parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim.  In the event a Party commences litigation for the judicial interpretation, enforcement, termination, cancellation or rescission hereof, or for damages for the breach hereof, then, in addition to any or all other relief awarded in such litigation, the prevailing Party therein shall be entitled to a judgment against the other Party for an amount equal to reasonable attorneys’ fees, court costs, and other costs incurred (including paralegal, legal assistant and computerized legal research fees).  For purposes of this section “prevailing Party” shall mean, in the case of the claimant, one who is successful in obtaining substantially all relief sought, and in the case of the defendant or respondent, one who is successful in denying substantially all of the relief sought by the claimant. 

9. Notices.  All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given when received by the addressee if sent by a nationally recognized overnight courier (receipt requested). Such communications must be sent to the respective Parties at the addresses set forth on the signature page to this Agreement (or to such other address that may be designated by a Party from time to time in accordance with this Section). 

10. Governing Law; Jurisdiction; Venue.  All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction).  Any legal suit, action or proceeding arising out of this Agreement shall be instituted in the United States District Court for the District of Arizona or the courts of the State of Arizona located in the City of Phoenix and County of Maricopa, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.  Service of process, summons, notice or other document by certified mail in accordance with Section 9 of this Agreement shall be effective service of process for any suit, action or other proceeding brought in any such court. Each Party acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement. 

11. Waiver.  No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

12. Severability.  If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

13. Entire Agreement.  This Agreement sets forth the entire agreement of the Parties regarding the Confidential Information, and supersedes all prior negotiations, understandings and agreements. No provision of this Agreement may be amended, modified, waived or changed except by a writing signed by the Parties hereto.  

14. Assignment.  Neither this Agreement nor any of the rights or obligations of the Parties hereunder may be assigned by either Party without the prior written consent of the other Party; provided; however, any purchaser of, or successor to, the Company and/or all or substantially all of its assets shall be entitled to the benefits of this Agreement, whether or not this Agreement is assigned to such purchaser or successor.  Any purported assignment without such consent shall be void and unenforceable.  No assignment shall relieve the assigning Party of any of its obligations hereunder.  The terms of this Agreement shall bind to and be enforceable against each Party’s successors and permitted assigns.

15. Counterparts.  This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement.  Counterparts may be delivered via electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterparts so delivered will be deemed to be duly and validly delivered and valid and effective for all purposes and shall constitute legally enforceable original documents.

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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the Effective Date first set forth above.