Confidentiality, Non-Circumvention
& Non-Disclosure Agreement

The purpose of this Agreement is to allow Investor/Buyer to evaluate certain off-market and/or confidential opportunitiesinvolving nightlife venues, adult entertainment establishments, bars, restaurants, hospitality businesses, and real estate assets throughout the United States (collectively, “Opportunities”).

“Confidential Information” includes, without limitation:

• Identity, location, or details of any Opportunity
• Financial data, projections, deal structures, or pricing
• Ownership, lease terms, licensing, or operational data
• Marketing strategies, branding, or business plans
• Identities and contact information of landlords, brokers, owners, operators, entertainers, staff, or affiliates
• Any materials transmitted via email, text, phone, in person, digital platforms or AI

All Confidential Information shall be deemed proprietary and strictly confidential regardless of whether marked as such.

Investor/Buyer acknowledges and agrees:

• Owner may act as a consultant, intermediary, operator, manager, or strategic advisor
• Owner may or may not be the legal owner, broker, or landlord of any Opportunity
• Opportunities may be pre-market, off market, under negotiation, or speculative
• Information provided may be preliminary and subject to change without notice

Owner makes no representations or warranties, express or implied, as to the accuracy or completeness of any Confidential Information.

Investor/Buyer acknowledges and agrees to the following:

Investor/Buyer agrees to:

• Maintain all Confidential Information in strict confidence
• Not disclose such information to any third party without prior written consent
• Use Confidential Information solely for evaluation purposes
• Limit access to attorneys, accountants, or advisors who are bound by confidentiality obligations

Investor/Buyer agrees that for a period of five (5) years:

• They shall not directly or indirectly contact, solicit, negotiate with, or engage any landlord, broker, owner, operator, or party introduced by Owner
• They shall not bypass, circumvent, or attempt to exclude Owner from any transaction
• They shall not structure any transaction to avoid compensation, involvement, or participation of Owner

Any violation shall constitute a material breach.

Investor/Buyer agrees not to:

• Interfere with any existing or prospective business relationships of Owner
• Solicit or hire any employees, contractors, entertainers, or affiliates introduced through Owner
• Disrupt negotiations or operations of any Opportunity

Investor/Buyer shall not contact any landlord, broker, venue owner, or related party associated with any Opportunity unless:

• Explicit written authorization is provided by Owner, AND
• Owner confirms Investor/Buyer meets financial, timing, and strategic qualifications

This Agreement shall remain in full force for:

• Five (5) years, or
• Until a formal written agreement (purchase, partnership, or management) is executed

whichever occurs first.

Investor/Buyer acknowledges that breach of this Agreement will cause irreparable harm. Owner shall be entitled to:

• Injunctive relief (immediate court order to stop actions)
• Recovery of lost profits, fees due, and damage
• Legal fees and costs

In the event of circumvention, Investor/Buyer agrees Owner shall be entitled to a minimum compensation equal to the greater of:

• A minimum of $100,000 per transaction
• 10% of entire gross income of project

Nothing in this Agreement obligates either Party to enter into any transaction.

This Agreement shall be governed by the laws of the State of Nevada, with exclusive jurisdiction in Clark County, Nevada.

If any provision is deemed invalid, the remaining provisions shall remain enforceable.

This Agreement constitutes the entire agreement and supersedes all prior discussions. Any modifications must be in writing and signed by both Parties.

By signing below, Investor/Buyer acknowledges that:

• Boss Management Group LLC is not acting as a broker or agent
• No brokerage relationship has been created
• No commission structure is implied unless outlined in a separate written agreement

This Agreement may be executed electronically and shall be considered legally binding.