Summary Non-Disclosure and Confidentiality Agreement

This Non-Disclosure and Confidentiality Agreement (“Agreement”) is entered into as of [Date], by and between Summit by Talloo (“Summit”), and [Participant Name] (“Participant”).

1. Purpose

The purpose of this Agreement is to protect confidential and proprietary information disclosed during Summit meetings, events, and communications.

2. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” includes all non-public information disclosed by Summit or its members, whether in written, oral, or digital form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business strategies, financial data, customer lists, trade secrets, and proprietary methodologies.

3. Obligations of the Participant

The Participant agrees to:

• Maintain the confidentiality of all Confidential Information.

• Use Confidential Information solely for the purpose of participating in Summit activities and not for any other purpose.

• Restrict disclosure of Confidential Information to individuals within their own organization who have a need to know such information for the purpose of participation in Summit activities and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

• Not disclose Confidential Information to any third party without the prior written consent of Summit.

4. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly available without breach of this Agreement.

• Is already known to the Participant at the time of disclosure.

• Is independently developed by the Participant without use of or reference to the Confidential Information.

• Is disclosed to the Participant by a third party who is not bound by a confidentiality agreement with Summit.

5. Return or Destruction of Confidential Information

Upon termination of participation in Summit or upon request by Summit, the Participant agrees to promptly return or destroy all materials containing Confidential Information.

6. Term and Termination

This Agreement shall commence on the date first written above and shall continue until terminated by either party upon thirty (30) days written notice. The confidentiality obligations under this Agreement shall survive termination of this Agreement for a period of three (3) years.

7. Remedies

The Participant acknowledges that any breach of this Agreement may cause irreparable harm to Summit, for which damages may not be an adequate remedy, and agrees that Summit shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Idaho, without regard to its conflict of laws principles.

9. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

10. Amendments

This Agreement may be amended or modified only by a written agreement signed by both parties.

11. No Waiver

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure and Confidentiality Agreement as of the day and year first above written.