NON-DISCLOSURE AGREEMENT (NDA) /Template/

This Non-disclosure Agreement ("Agreement") is entered into as of the effective date: (Template) ("Effective Date"), by and between:

(1) Hedgetide Limited, a proprietary methodology and intellectual property licensing company ("Disclosing Party") registered with Companies House in the United Kingdom with a Company Registration Number (CRN): 16826968, and a Registered Address: 167-169 Great Portland Street, 5th Floor, London, The United Kingdom, postal code: W1W 5PF,

And

(2) (The Receiving Party, Template), defined as any legal entity or individual, purchaser, content user, student, sole proprietorship, sole trader, company, corporation, contractor, counselor, adviser, consultant, employee, partner, affiliate, or subsidiary, granted access to the Disclosing Party’s confidential information, intellectual property, methodological programs or modules, digital content, information materials, proprietary methodology, course or courses, presentations, analytical resources and metrics, and methods and strategies relating to trading with financial instruments, securities, derivatives - including without limitation any option contracts - stocks, currencies, or digital assets ("Receiving Party"),

Together referred to as the "Parties."

1. Purpose

The Disclosing Party owns intellectual property, proprietary information materials and resources, trade secrets, proprietary methodology, learning systems, international digital delivery, business plans, models, and processes, confidential information, methodological programs or modules, digital content, structural blueprints and frameworks, methods and strategies - relating to trading with financial instruments, securities, derivatives (including without limitation any option contracts), stocks, currencies, or digital assets - financial information, applications, websites, platforms where applicable, webinar content, presentations, electronic mail content, and analytical resources and metrics ("Proprietary Data").

The Receiving Party seeks access to the information, applications, websites, platforms where applicable, proprietary methodology, digital content, methodological programs or modules, information materials, course or courses, webinars, presentations, structural blueprints and frameworks, analytical resources and metrics, and services for the limited, non-exclusive, non-transferable, and revocable right to participate in the methodological programs or modules, structural onboarding, webinars, presentations, and proprietary methodology licensed by the Disclosing Party to the Receiving Party ("Permitted Purpose").

2. Confidential Information

Confidential information ("Confidential Information") includes any offered or sold information provided by the Disclosing Party, whether before or after the Effective Date, in any form, including without limitation:

• Proprietary methodology, digital content, methodological programs or modules, course content, videos, text, presentations, webinars, electronic mail content, workbooks, publications, trading strategies, analytical systems and metrics, trading methods, research work, structural blueprints and frameworks, learning systems, information materials and resources, software where applicable, platforms where applicable, algorithms where applicable, trading indicators where applicable, and Proprietary Data;

• Log-in credentials, account or subaccount access, back-end systems, and third-party proprietary technologies;

• Trade secrets, business plans, business models, learning systems, marketing systems, pricing data, and financial information;

• Personal information of employees, clients, and students;

• Any derivative work, summaries, transcriptions, screen recordings, screenshots, and copies made from the Proprietary Data;

• Any other information designated as confidential or which reasonably should be understood, interpreted, or construed as such.

An exemption from the foregoing is confidential information expressly approved in writing for release by the Disclosing Party or licensed to the Receiving Party by the Disclosing Party.

3. Obligations of the Receiving Party

The Receiving Party hereby agrees to:

1. Maintain strict confidentiality of all Confidential Information and Proprietary Data.

2. Use the Confidential Information and Proprietary Data solely for the Permitted Purpose.

3. Not disclose, not publish, not disseminate, not broadcast, not transmit, not distribute, not license, not sell, not share, including without limitation in writing, electronically, verbally, or by any other means, and not otherwise make available any part of the Confidential Information and Proprietary Data to any third party without prior written consent.

4. Not reverse-engineer, not repurpose, not copy, not alter, not translate, not record, not screen-capture, not reproduce, and not create any derivative work from any part of the Confidential Information and Proprietary Data.

5. Not input, not upload, and not incorporate any part of the Confidential Information and Proprietary Data into any automated language, machine learning, or artificial intelligence system, and not use any internet search engine to query or research any details of the Confidential Information and Proprietary Data.

6. Maintain all electronic mail received from the Disclosing Party inaccessible by third parties.

7. Protect all log-in details, access credentials, and digital delivery systems ensuring no unauthorized access occurs.

8. Implement reasonable security measures to prevent unauthorized disclosure, copying, sharing, publication, or distribution of the Confidential Information and Proprietary Data.

These obligations shall apply internationally and remain in force regardless of the Receiving Party’s country of residence or operation.

4. Intellectual Property

All Proprietary Data and Confidential Information are and remain the exclusive property of the Disclosing Party.

The Receiving Party acknowledges that:

• No license or ownership is granted through this Agreement.

• All rights not expressly granted are retained by the Disclosing Party.

• Unauthorized use constitutes infringement and may result in civil and criminal liability.

• The Disclosing Party retains full rights to seek damages, injunctive relief, and legal remedies internationally.

5. Non-competition and Non-interference

The Receiving Party hereby agrees not to:

• Use the Confidential Information and Proprietary Data to create, offer, license, or sell a competing program, model, methodology, course, methodological or educational system or program, methodological or educational product or service, or any competing information materials;

• Repurpose, reverse-engineer, adapt, modify, or utilize the Confidential Information and Proprietary Data;

• Use the Confidential Information and Proprietary Data to assist any third party in creating, offering, licensing, or selling a competing program, model, methodology, course, methodological or educational system or program, methodological or educational product or service, or any competing information materials;

• Interfere with the Disclosing Party’s business relationships, employees, students, or partners.

6. Duration

This Agreement becomes effective as of the earlier of:

(A) The date the Receiving Party first receives access to any Confidential Information and Proprietary Data ("Effective Date"), and
(B) The Effective Date stated in the preamble of this Agreement ("Effective Date").

Confidentiality obligations shall continue indefinitely, regardless of contract termination, methodological program or module completion, course completion, or lapse of access thereof.

7. International Enforcement

The Receiving Party agrees that this Agreement is enforceable internationally, including without limitation in any jurisdiction which the Receiving Party resides, studies, conducts business, or operates in.

The Disclosing Party may seek remedies in any competent court or tribunal with jurisdiction over the Parties or the subject matter.

8. Remedies

The Receiving Party acknowledges that:

• Unauthorized disclosure, sharing, publishing, modification, or use may cause irreparable harm;

• Monetary damages alone may be insufficient;

• The Disclosing Party is entitled to injunctive relief, attorney’s fees, and all other legal and equitable remedies.

9. Deletion or Destruction of Proprietary Data

Upon request or termination of access, the Receiving Party must immediately:

• Cease access and use of all Confidential Information and Proprietary Data;

• Permanently delete or destroy all copies, downloads, screenshots, backups, presentations, electronic mail content, notes, log-in credentials, Confidential Information, and Proprietary Data;

• Certify in writing that all Confidential Information and Proprietary Data have been permanently deleted or destroyed.

10. Governing Law and Jurisdiction

• Governing Law. This Agreement and any dispute or claim, including non-contractual disputes or claims, arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

• Jurisdiction. The Parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim, including non-contractual disputes or claims, arising out of or in connection with this Agreement or its subject matter or formation.

• Forum Waiver. The Parties waive any right, which the Parties may now or hereafter have, to object to the commencement of proceedings or laying of venue in the courts of England and Wales, and further waive any claim that any such proceedings have been brought in an inconvenient forum or have been based on the grounds of forum non conveniens.

In case the Receiving Party uses the Confidential Information and Proprietary Data as an individual consumer wholly or mainly for personal, family, or household purposes and outside the Receiving Party's trade, business, craft, or profession, the exclusive jurisdiction provisions set forth in the Jurisdiction and Forum Waiver clauses of this Section shall not apply, and, unless otherwise required by mandatory local laws in the Receiving Party's country of residence, the Receiving Party shall have the legal right to bring or defend legal proceedings either in the courts of England and Wales or in the Receiving Party's local courts of residence.

11. Entire Agreement

This Agreement constitutes the entire understanding between the Receiving Party and the Disclosing Party regarding non-disclosure and confidentiality and supersedes all prior agreements or discussions relating to the same subject matter.

12. Amendments

No amendment to this Agreement is valid unless made in writing and signed by both Parties.

13. Severability

If any provision is held invalid for any reason, the remaining provisions of this Agreement shall remain in full force and effect.

14. Headings

The headings and titles of the sections of this Agreement are for convenience of reference only and are not intended to define, limit, or describe the scope or intent of any provision of this Agreement.

15. Signatures

The Parties agree that electronic, digital, or typed signatures shall be legally binding.