Mutual Non-Disclosure Agreement

Mutual Non-Disclosure Agreement This Non-Disclosure Agreement (the "Agreement") governs the disclosure of confidential information through the MyNextBusiness platform (the "Platform"), operated by 4-Dimensions Media Network Ltd (registered in England and Wales, company number 10810404) of Suite 1 (First Floor), 239 High Road, Ilford, United Kingdom, IG1 1NE (the "Operator", "we", "us"). It is entered into between the Operator and the registered user who accepts it electronically (the "Recipient", "you") at the point of requesting access to confidential information relating to a business listed for sale on the Platform (a "Listing"). The Platform operates on a trust-first, identity-protected basis. Listings are displayed publicly in anonymised form only. The identity of the seller, the precise location of the business, its trading name, and its detailed financial records are confidential and are disclosed to you only after you have accepted this Agreement and completed the Platform's qualification process. This Agreement is the mechanism that protects that confidential information. 1. Definitions Confidential Information means any information disclosed to you through the Platform in connection with a Listing after acceptance of this Agreement, in any form, including but not limited to: - the identity of the seller and of the business, including its registered and trading names; - the precise location and address of the business and its premises; - financial statements, management accounts, revenue, profit, cash-flow, expenses and other financial records (whether exact figures or otherwise), and any tax or accounting information; - customer, supplier, employee, contractor and partner information; - contracts, leases, licences, intellectual property, trade secrets, know-how and operational information; - the fact that the business is for sale, and the fact, content and progress of any negotiations; and - any documents made available in a Platform data room or otherwise exchanged in connection with a potential acquisition. Confidential Information does not include information that: (a) is or becomes public other than through your breach of this Agreement; (b) you already lawfully held without a duty of confidence before disclosure through the Platform; (c) is lawfully obtained from a third party free to disclose it; or (d) is independently developed by you without use of the Confidential Information. Seller means the owner of, or the party authorised to offer for sale, the business to which a Listing relates. Purpose is defined in clause 2. 2. Purpose and permitted use You may use the Confidential Information solely for the purpose of evaluating a possible acquisition of, or investment in, the business to which the Listing relates, and (if matters progress) negotiating and completing that transaction (the "Purpose"). You must not use the Confidential Information for any other purpose. Without limitation, you must not use the Confidential Information to: solicit, approach or divert the seller's customers, suppliers or employees; compete with the business; approach the seller, the business, its staff or its landlord otherwise than through the Platform or as the Platform directs; or gain any commercial advantage other than the good-faith evaluation of the potential transaction. 3. Obligations of confidentiality You must: - keep the Confidential Information strictly confidential and secure; - not disclose it to any person except a Permitted Recipient under clause 4; - not copy, record or reproduce it except as reasonably necessary for the Purpose; - not remove, obscure or circumvent any watermark, access control, or anonymisation applied by the Platform, and not attempt to identify the seller or business other than through information the Platform discloses to you for the Purpose; - not publish, announce or disclose the existence of the sale or of any negotiations; and - apply at least the same degree of care to the Confidential Information as you would to your own confidential information of equivalent importance, and in any event no less than a reasonable degree of care. 4. Permitted recipients You may disclose Confidential Information to your professional advisers (such as your solicitor, accountant or corporate finance adviser) and, where applicable, your directors, officers, employees or financing parties, in each case strictly to the extent they need it for the Purpose (each a "Permitted Recipient"). Before disclosing, you must ensure each Permitted Recipient is bound by confidentiality obligations at least as protective as those in this Agreement. You remain responsible for any act or omission of a Permitted Recipient as if it were your own. 5. Compelled disclosure If you are required by law, regulation, or a court or regulatory authority of competent jurisdiction to disclose any Confidential Information, you may do so to the extent required, provided that (to the extent lawfully permitted) you give the Operator prompt written notice before disclosure so that the Operator or the seller may seek protective measures, and you disclose only the minimum required. 6. No representation or warranty The Confidential Information is provided by, and is the responsibility of, the seller. The Operator does not make, and expressly disclaims, any representation or warranty as to the accuracy or completeness of the Confidential Information. Nothing in this Agreement obliges any seller to disclose information, to proceed with any transaction, or to negotiate exclusively or in good faith. You are responsible for conducting your own due diligence and for taking your own professional advice before entering into any transaction. 7. Introduction only — no transaction handling The Operator provides an introduction and communication platform only. The Operator is not a party to, and gives no advice in relation to, any acquisition, and is not a broker, agent or adviser for any user. The Operator does not hold, receive, escrow or transmit any money in connection with a transaction. Completion of any acquisition is conducted directly between the parties and their respective solicitors. Nothing on the Platform constitutes financial, investment, tax or legal advice. 8. Return or destruction On the earlier of (a) the Operator's or seller's written request, (b) the point at which you cease to pursue the Purpose, and (c) termination of your Platform account, you must stop using the Confidential Information and, at the Operator's or seller's option, destroy or return it (and procure that Permitted Recipients do the same), save for one copy you may retain to the extent required by law or your bona fide internal record-keeping obligations, which copy remains subject to this Agreement. 9. Duration The obligations in this Agreement take effect on your acceptance and continue for three (3) years from the date of disclosure, save that obligations in respect of any information that constitutes a trade secret continue for as long as that information remains a trade secret. These obligations survive termination of your Platform account. 10. Remedies and seller enforcement You acknowledge that damages alone may not be an adequate remedy for breach of this Agreement and that the Operator and the relevant seller are entitled to seek injunctive or other equitable relief in addition to any other remedy. The parties intend that, under the Contracts (Rights of Third Parties) Act 1999, the seller to whose Confidential Information a disclosure relates may enforce clauses 2 to 8 of this Agreement against you directly as if a party to it. The consent of any such seller is not required to vary or rescind this Agreement. 11. General This Agreement is personal to you and may not be assigned. It constitutes the agreement between you and the Operator in respect of the confidential disclosure of Listing information through the Platform. No failure or delay in exercising a right is a waiver of it. If any provision is held unenforceable, the remainder continues in effect. 12. Governing law and jurisdiction This Agreement and any dispute or claim arising out of or in connection with it are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales. 13. Acceptance By selecting to accept this Agreement and proceeding to request access to Confidential Information on the Platform, you confirm that you have read and agree to be bound by it, and that you have authority to do so on behalf of any organisation you represent. The Platform records the date, time and account associated with your acceptance.