This CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this “Agreement”) dated as of July 15, 2024 shall govern the terms and conditions of the undersigned’s (hereinafter, “Attendee” or “me” or “I” or “my”) attendance at the 2024 Annual Convention hosted by Xponential in Las Vegas, Nevada, between December 8th, 2024 and December 10th, 2024 (hereinafter, the “Convention”). As used herein, “Xponential” shall mean collectively Xponential Fitness, LLC and its affiliates and franchises.

1. As a condition to my attendance at the Convention, I agree to keep strictly confidential all information that is conveyed by Xponential to me at or in connection with the Convention, in whatever form, whether written or oral, seen, read, heard or observed (hereinafter referred to as “Confidential Information”) and to refrain from using any such Confidential Information, except that I may disclose such Confidential Information solely (a) on a “need to know” basis to my business and legal representatives (collectively, “Representatives”) for the purposes of evaluating a potential transaction between me and Xponential, provided that such Representatives are bound by confidentiality obligations no less restrictive than those set forth herein and/or (b) to the extent required by any law, regulation, or legal, regulatory, or judicial process or proceeding, provided that I agree to provide prompt advance written notice (to the extent legally permissible) to Xponential prior to disclosing any such Confidential Information and cooperate with any attempt by Xponential (at its sole cost and expense) to obtain confidential treatment thereof.
2. I agree to maintain a list of those Representatives to whom such Confidential Information has been disclosed and the nature thereof and agree to present such list to Xponential upon Xponential’s written request.
3. Promptly upon a written request by or on behalf of Xponential, I shall, and shall request that my Representatives, destroy (and confirm all such destruction in writing) all Confidential Information in my or any of my Representatives’ possession (to the extent reasonably practicable) or to which either I and/or my Representatives have access.
4. I acknowledge and agree that money damages may not be a sufficient remedy for any breach of this Agreement and that, as a remedy for any such breach, Xponential shall be entitled to seek specific performance, injunctive, and/or other equitable relief. Such remedies shall not be deemed to be the exclusive remedies for any breach of this Agreement, but shall be in addition to all other remedies available at law or equity. In addition to Xponential’s other rights hereunder, Xponential retains all rights and remedies that it may have under all applicable laws.
5. This Agreement and all matters arising from or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflict of law principles thereof.
6. I agree and acknowledge that this Agreement cannot be amended or terminated, and no provision may be waived or modified, without the written consent of Xponential. This Agreement will continue for a period of three (3) years from the date hereof.