Mutual NDA

This mutual Confidentiality and Non-Disclosure Agreement (this “Agreement”) is made as of 01/29/2026 (the “Effective Date”) by and between Velocity Processing, LLC, a Florida Limited Liability Company located at 401 E. Las Olas Blvd, Suite 802, Fort Lauderdale, FL 33301, and [Counterparty Business Name] , a(n) [Entity Type] located at [Counterparty Address] . Velocity Processing, LLC and [Counterparty Business Name] are each referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Velocity Processing and the Counterparty are contemplating entering into one or more contractual arrangements for the purpose of providing merchant services, electronic payments, debit and credit card processing, and surcharging (the “Transactions”);

WHEREAS, the Parties may mutually desire to immediately begin an exchange of business ideas, current and historic financial information, current financial projections, customer lists, trade secrets, intellectual property, operating history, results of operations, future projections, assets and liabilities, and other confidential information to explore the possibility of entering into the Transactions;

WHEREAS, in connection with the negotiations relating to the Transactions, the Parties contemplate the exchange of certain Confidential Information (as defined below); and

WHEREAS, as a condition to each Party furnishing such information to the other, each Party requires that the other Party treat all such information confidentially.

NOW, THEREFORE, in consideration of the promises and agreement contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and to protect the confidential information, proprietary rights and goodwill of each Party, the Parties hereby agree as follows:

“Confidential Information” means material, non-public information of either party including, but not limited to, referral partner agreements, current and historic financial information, customer lists, trade secrets, intellectual property, operating history, results of operations, future projections, customer lists, assets and liabilities and other proprietary information. Confidential Information will not include information that: (a) is as of the Effective Date, or hereafter becomes, through no act or failure to act on the part of the disclosing party, generally known or readily ascertainable through proper means to persons knowledgeable in the relevant industry; (b) was acquired by the disclosing party by proper means without restriction as to use or disclosure before receiving such information from the other Party; (c) is hereafter rightfully furnished to the disclosing party by a third party, without restriction as to use or disclosure; (d) is publicly available or otherwise publicly disclosed; or (e) was independently developed by the disclosing party without use of the other Party’s Confidential Information.

Each Party shall have sole and exclusive ownership of all right, title, and interest in and to its Confidential Information, including ownership of all copyrights, and trade secrets pertaining thereto, subject only to the rights expressly granted by each Party to the other herein.

For a period of two years after receipt of Confidential Information hereunder, each Party agrees: (a) to hold the other Party’s Confidential Information in strict confidence; (b) not to disclose such Confidential Information to any third parties; and (c) not to use any Confidential Information for any purpose other than regarding the Transactions. Any other use outside of this scope of authority must be expressly permitted in writing by the owner of such Confidential Information prior to the use of such information.

If, in the written opinion of counsel, disclosure of Confidential Information is required by law, the recipient of such written opinion (“Recipient”) agrees to notify the other Party by telephone and in writing, as soon as is practical under the circumstances. In the event that Recipient or any of its employees are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information, Recipient shall provide the other Party with prompt notice, both in writing and by telephone, of any such request or requirement so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver, Recipient or any of its employees are nonetheless, in the written opinion of counsel, legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or significant penalty, Recipient agrees to disclose to such tribunal only that portion of the Confidential Information which such counsel advises Recipient is legally required to be disclosed and agrees to exercise its best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the other Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal.

Either party may, at any time, deliver written notice to the other Party of its election to have all tangible materials (including without limitation paper and magnetic storage media) in the possession of the other Party that contain or reflect Confidential Information either returned or destroyed. Any such destruction shall be certified in writing by an authorized officer of the other Party supervising such destruction, upon request of the Party that owns the Confidential Information. Notwithstanding the return or destruction of any document containing, incorporating or referencing Confidential Information, each Party will continue to be bound by its obligation under this Agreement.

This Agreement shall create no relationship between the Parties except as expressly stated herein. Neither Party has made or makes any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information, and only those representations and warranties that are made in a definitive written agreement regarding the proposed Transaction, if the Parties are successful in negotiating and executing the same, will have any legal effect on the Parties. Neither Party shall have any responsibility for any expenses, losses or actions incurred or undertaken by the other Party as a result of the receipt or use of the Confidential Information.

Neither the holding of discussions between the Parties concerning the Transactions nor the disclosure of Confidential Information to each other will be construed as limiting the right of either Party or its affiliates to engage in similar discussion and to furnish like information to other potential parties interested in entering into a similar business relationship with either Party.

No failure or delay by either Party in exercising any right power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

Unless a definitive agreement regarding the Transaction between the Parties hereto has been executed and delivered, neither Party, nor any of their respective affiliates, will be under any legal obligation of any kind whatsoever with respect to the Transactions by virtue of this Agreement or any other written or oral expression with respect to such Transactions except, in the case of this Agreement, matters specifically referred to herein. Each Party further acknowledges and agrees that it reserves the right, in its sole discretion, to reject any and all proposals made by the other Party or any of its respective Representatives with respect to the Transaction, and to terminate discussions and negotiations with the other Party at any time. Neither this Section 9 nor any other provision of this Agreement can be waived or amended except by written consent of the Parties hereto, which consent shall refer specifically to this section (or such other provision) and explicitly make such waiver or amendment.

Representatives shall mean a Party’s directors, officers, partners, employees, agents, or advisors.

All notices, requests, claims, demands and other communications between the Parties shall be in writing. All notices shall be given (i) by delivery in person (ii) by a nationally recognized next day courier service, (iii) by first class, registered or certified mail, postage prepaid, (iv) by facsimile, or (v) by electronic mail to the address of the party specified in this Agreement or such other address as either Party may specify in writing. All notices shall be effective upon (i) receipt by the party to which notice is given, or (ii) on the fifth day following the postmark of the mailing, whichever comes first.

The internal laws of the state of Florida (irrespective of its choice of law principles) will govern the validity of this Agreement, the construction of its terms, and the interpretation and enforcement of the rights and duties of the parties hereto.

This Agreement constitutes the entire understanding and agreement of the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, expresses or implied, written or oral, between the Parties with respect to such subject matter.

Any term or provision of this Agreement may be amended only by the written consent of each of the Parties hereto.

The parties have electronically executed this Mutual Confidentiality and Non-Disclosure Agreement by their duly authorized officers or representatives. The CounterParty "[Counterparty Business Name]" accessed this agreement from IP address 216.73.216.35 located in Columbus, OH .