CMB SWISS CO

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This CMB SWISS CO CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this "Agreement") is made by and among CMB Swiss Co GmbH, a limited liability company organized in the country of Switzerland and in accordance with the laws of the country of Switzerland ("CMB Swiss Co") and (Print Name) , a prospective immigrant investor program (the "EB-5 Program") applicant ("Recipient"), which hereby becomes effective as of 01-27-2025.

WHEREAS, CMB Swiss Co has obtained certain confidential and proprietary information and know-how from CMB (as hereinafter defined) and anticipates disclosing said confidential and proprietary information and know-how to Recipient, and Recipient has agreed to maintain the confidentiality of the confidential and proprietary information and know-how hereinafter referred to as "Information" defined below.

NOW, THEREFORE, in consideration of the foregoing recitals and premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties to this Agreement, it is agreed:

1. CMB. As used in this Agreement, the term "CMB" means CMB Export LLC, a Texas limited liability company, CMB Illinois Regional Center, LLC, a Texas limited liability company, CMB Southeast Regional Center, LLC, a Texas limited liability company, CMB Summit, LLC, a Texas limited liability company, CMB Pennsylvania Regional Center, LLC, a Texas limited liability company, CMB Texas Regional Center, LLC, a Texas limited liability company, CMB Colorado Regional Center, LLC, a Texas limited liability company, CMB North Dakota Regional Center, LLC, a Texas limited liability company, CMB Nebraska Regional Center, LLC, a Texas limited liability company, CMB Minnesota Regional Center, LLC, a Texas limited liability company, CMB North Carolina Regional Center, LLC, a Texas limited liability company, and CMB Virginia Regional Center, LLC, a Texas limited liability company. However, Recipient acknowledges and accepts that the principals of CMB intend to pursue additional regional centers encompassing geographical scopes that are not currently included in or encompassed by CMB. Recipient hereby acknowledges, accepts and agrees that such additional and future regional centers shall be automatically included in the definition of CMB throughout the existence of this Agreement.
2. INFORMATION.
   1. Definition. As used in this Agreement, the term "Information" means any and all information from CMB and CMB Swiss Co, including, but not limited to, program descriptions, sample contracts and other documents, budgets, other financial information, plans, files, manuals, reports and other materials provided to or obtained by Recipient by or from CMB or CMB Swiss Co. The Information will also include, without limitation, information pertaining to other recipients, suppliers, products, services, methods of doing business, procedures, marketing, strategic and other business plans, financial results and projections, business or technical information, such as financial information or data, marketing plans, techniques and material, concepts, business operations and systems, pricing policies, information concerning employees, customers, and/or vendors, trade secrets, discoveries, inventions, improvements, research, development, know-how, concepts, designs, compositions, formulas, prototypes, materials, written documents and manufacturing processes, whether provided orally, visually, in writing, or in any other medium regardless of whether such information is CMB's or CMB Swiss Co's property or the property of a third party supplier, and regardless of whether such information is specifically marked or identified asconfidential.
   2. Exceptions
      1. This Agreement shall not apply to Information that (A) was legally in possession of Recipient prior to disclosure by CMB or CMB Swiss Co; (B) is or subsequently becomes a part of the public domain through no fault of the Recipient; (C) is subsequently disclosed to Recipient by a third party not under any confidentiality obligation to CMB or CMB Swiss Co; or (D) is independently developed by Recipient without the use of Information, and proof of such independent development is available, as of the date of such independent development. However, if any Information is or becomes lawfully in the public domain, the Recipient shall refrain from disclosing or disseminating, and safeguard the confidentiality of, any Information which includes the identities of CMB's or CMB Swiss Co's other recipients. The parties agree to comply with applicable privacy laws.
      2. This Agreement shall not be deemed to prohibit disclosures: (A) required by applicable law, regulation, court order or subpoena, provided, however, that in the case of disclosures required by court order or subpoena, Recipient shall give CMB and CMB Swiss Co written notice prior to making any such disclosure, and an opportunity to contest and/or seek a protective order with respect thereto; (B) to the professional advisors or auditors of Recipient, provided that such advisors or auditors are obligated to maintain the confidentiality of the information they receive; (C) to the affiliates of Recipient, provided that Recipient shall be responsible for assuring its affiliates' compliance with the confidentiality and non-disclosure terms hereof; and (D) to the contractors of either party who are providing services to such party and who are subject to binding confidentiality obligations. If Recipient claims that certain Information falls within the scope of one or more exceptions contained in this Section 2(b)(ii), such exception must be demonstrated to CMB and CMB Swiss Coby detailed written records specifically identifying the facts supporting the claims and not mere general statements before disclosure. Although Recipient shall be entitled to disclose Information in response to a court order or as otherwise required by law, Recipient agrees to and shall notify CMB and CMB Swiss Co prior to such disclosure, no more than ten (10) calendar days after the Recipient receives such order, in order to provide CMB and CMB Swiss Co adequate time to contest suchorder
3. USE. Recipient shall use the Information only for the purpose of evaluating the potential of becoming an EB-5 Program visa applicant through CMB and CMB Swiss Co
4. CONFIDENTIALITY. Recipient acknowledges and agrees that the Information is confidential and proprietary property of CMB and CMB Swiss Co and constitutes a valuable trade secret of CMB and CMB Swiss Co. Nothing herein shall be construed as granting Recipient any right, title, or interest in or to the Information. Recipient agrees to hold the Information in trust and to maintain, protect, and assure the confidentiality thereof. Except as expressly provided above, Recipient, whether by act or omission, shall not copy, publish, disseminate, divulge, release, furnish, or otherwise disclose the Information to any other person or entity for any purpose whatsoever. Recipient shall take all reasonable steps to prevent the unauthorized disclosure of the Information but in no event shall the Recipient employ a standard of care less protective of CMB and CMB Swiss Co than the highest standard of care employed by the Recipient in the protection of his/her/its own most valuable and confidential Information. Recipient shall give access to the Information or a portion thereof only to such of his/her/its employees and advisors who have a demonstrable need to know the Information in connection with the purposes specified herein. Recipient shall give CMB or CMB Swiss Co notice of any unauthorized use or disclosure of the Information immediately upon discovery of such unauthorized use or disclosure. All of the Information and materials furnished to Recipient by CMB or CMB Swiss Co, including, without limitation, prototypes, models, documents, drawings, sketches, designs, or physical materials, other forms of Information, and media upon which Information is stored or recorded shall remain the property of CMB or CMB Swiss Co, as the case may be. Recipient will return to CMB or CMB Swiss Co and/or destroy all such materials and Information and all copies thereof along with certification of Recipient or Recipient's authorized agent that none of the Information or copies thereof remain in his/her/its possession within a reasonable time following written request by CMB or CMB Swiss Co, not to exceed a two-week period.
5. WARRANTIES AND NON-CIRCUMVENTION. The Recipient warrants that the request for confidential documents is based upon the Recipient having an interest in investing in a CMB limited partnership. The Recipient further warrants that he/she is not currently an owner, employee, consultant, exclusive agent or attorney for an existing EB-5 Regional Center or will not be for a period of no less than three years from the date of this agreement and the Recipient further warrants that he/she is not an owner, consultant, representative, agent, or attorney for or otherwise affiliated with any current or prospective aspirant or applicant to become an EB-5 Regional Center. For purposes of the immediately foregoing sentence only, the term "Recipient" shall not include the undersigned's authorized representative. The intention of this paragraph is to protect the confidentiality of general business structures of CMB and prevent the circumvention of CMB's and CMB Swiss Co's "trade secrets." The documents provided under this agreement are trade secrets and as such may not be disclosed, disseminated or otherwise made available by Recipient or the Recipient's authorized representative, agent or legal counsel to third parties unless allowed pursuant to the terms of this Agreement. Notwithstanding anything herein to the contrary, nothing herein shall prevent Recipient now or any time hereafter from evaluating the potential of becoming an EB-5 Program visa applicant through an EB-5 Regional Center other than CMB (including the execution and receipt of documents and information from or on the behalf of any duly designated EB-5 Regional Center). This Paragraph 5 does not prevent Recipient's authorized representative from representing other clients to apply as potential investors of other EB-5 Regional Center Programs, so long as the authorized representative does not disclose any Information to the other EB-5 Regional Center owners, representatives, agents or other persons otherwise associated with the other EB-5 Regional Center. Only CMB and CMB Swiss Co may elect to waive the provisions of this paragraph by written and signed notice by both CMB and CMB Swiss Co to Recipient upon full written disclosure by Recipient at the time of signing of this Agreement setting forth any and all of its relationships as described in this Paragraph. In the event of a violation of this stipulation by Recipient and circumvention is attempted or attained, CMB and CMB Swiss Co shall be entitled to seek any and all available recourse, indemnity and remedies at law and in equity
6. REMEDIES. Upon the occurrence or threatened or likely occurrence of any breach hereof, CMB and CMB Swiss Co shall be entitled to: (a) temporary, preliminary and permanent equitable and injunctive relief, it being expressly stipulated that any unauthorized disclosure shall cause irreparable harm to CMB and CMB Swiss Co and that CMB and CMB Swiss Co could not, in such event, be made whole solely by monetary damages; and (b) recover any and all losses, costs, expenses (including reasonable attorneys' fees) and damages, which are determined by a court of competent jurisdiction to have been sustained by CMB and CMB Swiss Co. Recipient agrees that if there is any unauthorized use or disclosure of the Information by any of Recipient's employees or any other third party with access to the Information through Recipient, Recipient will enforce for the benefit of CMB and CMB Swiss Co, through litigation if necessary, all rights provided under law to seek damages and protection from additional disclosure. It is accordingly agreed the parties hereto that CMB and CMB Swiss Co, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to injunctive relief to prevent breach of this Agreement, and to compel specific performance of this agreement without the need for proof of actual damages. However, the forgoing remedies are cumulative and in addition to any and all other remedies available at law or in equity which may be available and pursued by CMB and CMB Swiss Co. No waiver or modification of the terms hereof shall be binding unless in a written document signed by both CMB and CMB Swiss Co. No waiver of any provision hereof at any time shall operate as a waiver of any other provision or as a waiver of any subsequent breach of the same provision. The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of the remaining provisions, all of which shall continue in full force and effect.
7. DISCLAIMER. The Information is provided by CMB or CMB Swiss Co to Recipient on a "AS IS" basis. CMB and CMB Swiss Co makes no warranties as to the accuracy or sufficiency of the Information provided to Recipient hereunder and CMB and CMB Swiss Co shall have no liability to Recipient arising out of or related to the Information, as far as legally possible. The Information is being provided as a courtesy to Recipient and is intended for discussion purposes only and shall not constitute any legal advice or representations of any kindwhatsoever.
8. OTHER AGREEMENTS. This Confidentiality Agreement is in addition to and not in lieu of whatever other agreements that may exist between the parties; provided, however, in the event of an inconsistency between this Agreement and the other agreement regarding confidentiality and/or nondisclosure of Information, unless such conflicting agreement is more protective of the Information for CMB or CMB Swiss Co, this Agreement shall control. Nothing herein shall be construed as requiring either party to enter into any further contractual or other relationship. Recipient may have executed a previous Confidentiality and Non-Disclosure Agreement with CMB; this Confidentiality and Non-Disclosure Agreement shall supersede any prior Confidentiality and Non-Disclosure Agreement between Recipient and CMB.
9. THIRD PARTY BENEFICIARIES. The parties hereby designate CMB as third-party beneficiaries of this Agreement having the right to enforce this Agreement.
10. SURVIVAL. Recipient's obligations hereunder shall survive the termination of any related contract or other relationship between the parties.
11. MISCELLANEOUS. This Agreement shall be binding upon the parties hereto and their respective successors and assigns. This Agreement may not be amended or modified except in a writing making express reference hereto, signed by bothparties.
12. GOVERNING LAW/JURISDICTION.
    1. This Agreement shall be governed by and construed in accordance with the laws of Switzerland. Any dispute, controversy or claim arising out or in relation to this agreement, including the validity, invalidity, breach or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be three. The seat of the arbitration shall be Zurich. The arbitral proceedings shall be conducted in English.
    2. For any dispute arising out of or relating to this Agreement that involves solely CMB, this Agreement shall be governed by and construed in accordance with U.S. law and the parties hereby irrevocably agree and consent to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois.
13. COUNTERPARTS. This Agreement may be executed in one or more counterparts, all such counterparts shall constitute originals, and all such counterparts shall constitute a single agreement between the Parties hereto.

IN WITNESS WHEREOF, the undersigned have executed this Confidentiality and Non-Disclosure Agreement as of 2025-01-27.

RECIPIENT:

I agree that this Initial Accredited Investor Certification may be electronically signed. I agree that the electronic signatures appearing on this agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility and have the same force and effect. I recognize that I have the option to opt out and sign with a paper signature instead.