Confidentiality Agreement (the ?Agreement?) dated Day of the Month12345678910111213141516171819202122232425262728293031 from Month of the YearJanuaryFebruaryMarchAprilMayJuneJulyAugustSeptemberOctoberNovemberDecember from Year202420252026 which celebrate (the ?Commission Merchant?) and JME Travel, S.A.P.I. de C.V. (?JME? and jointly with the Commissioning Agent, the ?Parts? and each one individually, a ?Part?), according to the following Declarations and Clauses.

Statements

1. The Commissioner declares that:

(a) Is a natural person of Mexican nationality and of legal age, with full capacity to exercise and enjoy;

(b) in connection with the negotiations to become a "Home Based Travel Agent" (the "Home Based Travel Agent") (the "Home Based Travel Agent").Operation?), the Broker acknowledges and declares that it has had and will have access to certain Confidential Information (as such term is defined below) of JME, which it will keep confidential in terms of this Agreement and during the term set forth in Clause 7 of this Agreement;

(c) acknowledges and understands that JME's Confidential Information (i) is information of industrial, corporate and/or commercial application that JME has kept confidential, adopting sufficient means and systems to preserve its confidentiality and restricted access to it; and (ii) means for JME to obtain and/or maintain a competitive or economic advantage over third parties in the conduct of economic activities;

(d) has no contractual or legal obligation to disclose JME's Confidential Information to any person, nor the intention to disclose it to any person, at any time, except for the exceptions set forth in this Agreement; and

(e) you are not legally or contractually prohibited from discussing or entering into the Transaction with JME.

1. Declares JME, that:

(a) It is a stock corporation of variable capital investment promoter duly incorporated under the laws of the United Mexican States ("Mexico"), as evidenced by public deed number 62,687 dated July 25, 2019, executed before the faith of Arturo Talavera Autrique, notary public number 122 of Mexico City;

(b) By virtue of the potential execution of the Transaction, JME acknowledges that it may have access to certain Confidential Information (as such term is defined below) of the Broker, which, in case of receiving it, it shall keep in such confidential nature in terms of this Agreement and during the term set forth in Clause 7 of this Agreement.

(c) acknowledges and understands that the Confidential Information of the Contractor (i) is information of industrial, corporate and/or commercial application that the Contractor has kept confidential, adopting sufficient means and systems to preserve its confidentiality and restricted access thereto; and (ii) means the Contractor to obtain and/or maintain a competitive or economic advantage over third parties in the performance of economic activities; and

(d) has no contractual or legal obligation to disclose the Confidential Information of the Broker to any person, nor the intention to disclose it to any person, at any time, except for the exceptions set forth in this Agreement.

NOW THEREFORE, the Parties are bound in terms of the following:

Clauses

1. Definitions. In this Agreement, the terms listed below shall have the following meanings:

1.1. ?Confidential Information? means, with respect to the respective Disclosing Party, all non-public or confidential information that such Disclosing Party transmits (or has transmitted prior to the execution of this Agreement) to the Receiving Party and/or any of its Representatives, whether such disclosure is or has been made in written, oral or electronic form (or such information that has been obtained or is obtained by the Receiving Party and/or its Representatives as a result of having had access to the premises, facilities or documents of the Disclosing Party), consisting of information of a legal, administrative, business, accounting, financial, operational, technical nature of the Disclosing Party and in general all information relating to the operations of the Disclosing Party, as well as all information relating to the services it provides, and the products it buys and sells to the Disclosing Party, whatever their type or nature, including, without limitation, ideas, concepts, relationships with, and personal data of, suppliers and Commissioners, know-how, techniques and/or recipes.

1.2. ?Mexico? means the United Mexican States.

1.3 ?Receiving Party? means the Party that has received or receives Confidential Information.

1.4 ?Disclosing Party? means the Party holding and/or originating the respective Confidential Information.

1.5 ?Weights? means the legal tender in Mexico.

1.6 ?Representative? means, in relation to a Party, its respective directors, officers, partners, shareholders, members, employees, auditors and advisors.

2. Confidentiality. The Receiving Party hereby undertakes to:

2.1. To treat all Confidential Information referred to in this Agreement in a strictly private and confidential manner and to protect it in order to prevent unauthorized access by third parties, it being understood that the Confidential Information may not be disclosed by the Receiving Party to any person (except its Representatives) without the prior written consent of the Disclosing Party.

2.2 Inform all its Representatives who have access to Confidential Information of the confidential nature of such Confidential Information.

2.3 To do all necessary acts to ensure that its Representatives treat the Confidential Information they receive in a strictly private and confidential manner and that they protect it in order to prevent unauthorized access by third parties. Any failure on the part of the Representatives of the Receiving Party with respect to the treatment of the Confidential Information in terms of this Agreement shall be considered a breach of this Agreement by the Receiving Party.

2.4 Not to use (and to ensure that its Representatives do not use) the Confidential Information, except with the prior approval of the Disclosing Party.

2.5. Inform the Disclosing Party immediately if the Receiving Party or any of the Receiving Party's Representatives becomes aware that Confidential Information has been disclosed to, or obtained by, an unauthorized third party.

2.6 Not to make any copy of the Confidential Information or reproduce in any form whatsoever except for the purpose of supplying the same to those to whom disclosure is permitted pursuant to this Agreement.

3. Restricted Use of Confidential Information. The Receiving Party shall safeguard (and shall cause its Representatives to safeguard) the Confidential Information with the same degree of care that it uses to protect its own confidential information.
4. Exceptions. Confidential Information shall not be protected under this Convention in the following cases:

4.1. That the Confidential Information becomes freely available to the public as a result of an act or omission that does not constitute a breach by the Receiving Party or any of its Representatives in accordance with this Convention.

That the Confidential Information becomes available to the Receiving Party or any of its Representatives in a non-confidential form, from a source other than the Disclosing Party, provided that such source is not directly or indirectly bound to the Disclosing Party to maintain the confidentiality of such Confidential Information.

4.3 That its disclosure is required by applicable laws or regulations, or by any governmental authority or competent court, and that the Disclosing Party is obliged to comply with such obligation to disclose information. In the event that any proceeding or action is brought against the Receiving Party or any of its Representatives, or if the Receiving Party becomes aware of any circumstances that may result in the Receiving Party being required to disclose the Confidential Information, the Receiving Party shall immediately notify the Disclosing Party, and take all measures reasonably necessary to avoid or resist such proceeding or action.

5. Return of Confidential Information. Upon receipt of a written request from the Disclosing Party, the Receiving Party shall :

1. Return or destroy any Confidential Information in writing provided by the Disclosing Party to the Receiving Party (or its Representatives), regardless of whether the Confidential Information was delivered or disclosed before or after the execution of this Agreement, without keeping any copies thereof;

1. Destroy all analyses, compilations, notes, studies, memoranda or other documents if they contain, reflect or are derived from the Confidential Information, regardless of whether the Confidential Information was delivered or disclosed before or after the execution of this Agreement;

1. To the extent practicable, remove all Confidential Information from any computer, word processor or other device, whether the Confidential Information was delivered or disclosed before or after the execution of this Agreement; and

1. At the request of the Disclosing Party, deliver a certification signed by the Receiving Party confirming that, to the best of its knowledge and belief, it has made all necessary verifications and that the requirements of this Clause 5 have been duly complied with.

6. Ownership of Confidential Information. The Confidential Information is the property of the Disclosing Party and its disclosure does not confer on the Receiving Party any right of any kind, express or implied, over the Confidential Information, except as provided in this Agreement.

The Receiving Party expressly acknowledges that the Confidential Information constitutes an industrial secret in terms of the Industrial Property Law and the unauthorized disclosure of the Confidential Information shall be protected in accordance with such legislation and other applicable regulations.

The Parties agree not to file or apply for any patent or other intellectual property right in Mexico or in any country or territory with respect to the information and or rights owned by the other party, including without limitation the Confidential Information, without the prior written consent of the Disclosing Party.

7. Validity. This Agreement shall remain in effect as of the execution hereof and shall terminate (except for the obligation contained in Clause 6 above which shall remain in effect for 5 years after the date of this Agreement.
8. Miscellaneous.

8.1       No Waiver. The failure or delay of any Party in exercising any right under this Agreement shall not be construed or operate as a waiver of such right, nor shall any partial or individual exercise of any right preclude any future exercise of such or any other right. The waiver by either Party of any breach of this Agreement shall not be deemed a waiver of any other future or existing breach.

8.2       Entire Agreement; Severability. This Agreement constitutes the entire agreement between the Parties and supersedes all other drafts, agreements, understandings and undertakings previously made or entered into between them, written or oral, relating to the subject matter of this Agreement. If any provision of this Agreement shall be determined to be void or invalid, in whole or in part, the remaining provisions hereof shall not be affected and shall remain in full force and effect to the fullest extent permitted by applicable law.

8.3       Assignment. Neither Party may assign its rights or obligations under this Convention without the prior written consent of the other Party.

8.4       Clause Titles. The headings of the clauses of this Agreement are for reference purposes only and, therefore, do not define or limit in any way the content or interpretation thereof.

8.5       Notices and Notifications. All notices and communications arising from this Agreement shall be in writing, and shall be addressed to the addresses and mailing addresses indicated in this Clause. Such notices shall be delivered personally or by e-mail with acknowledgment of receipt, and shall be effective, if delivered personally, on the date of their receipt, or if sent by mail, when they are sent and confirmation of receipt has been received. In the event that either Party changes its address, it shall notify the other in writing:

JME TRAVEL SAPI DE CV

Blvd Palmas Hills SN A302,

Valle de las Palmas

Huixquilucan, State of Mexico

C.P. 52787, Mexico

Phone: 55 41696513

E-mail: juan@vilutravel.com

Attention: Juan Manuel Ezquerra Osorio

The Commission Merchant

Phone:  

E-mail:  

Attention:

8.6       Modifications. This Agreement may only be amended by written agreement between the Parties.

8.7       Applicable Law and Jurisdiction. This Agreement shall be construed and enforced in accordance with the laws of Mexico. The Parties hereby irrevocably and unconditionally submit exclusively to the jurisdiction of the federal courts in Mexico City for any interpretation, controversy, claim, action or proceeding arising out of or relating to this Agreement and waive any other jurisdiction that by reason of their present or future domicile or otherwise may be applicable to them.

8.8       Conventional Penalty. In the event that any Party fails to comply with any of its obligations under this Agreement, such Party in default shall pay to the Party in default a conventional penalty equivalent to the amount of $500,000.00 (five hundred thousand Pesos).

By virtue of the foregoing, the Parties hereby sign this Agreement on the date indicated in the foreword.

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Signed by Juan Manuel Ezquerra Osorio
Signed On: 02/28/2024

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Document name: NDA - Vilu Travel

Unique Document ID: d54ea157c66a36db310dbc8d640d6a0919cf7ce1

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Timestamp	Audit
05/02/2024 9:37 am HST	NDA - Vilu Travel Uploaded by Juan Manuel Ezquerra Osorio - juan@3.213.208.177 IP 45.235.172.178

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