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, an education 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 physical or legal entity, individual, student, purchaser, content user, 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, educational programs or modules, digital content, educational materials, course or courses, presentations, educational resources, or 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 educational materials and resources, trade secrets, education and learning systems, international on-line education and training delivery, business plans, models, and processes, confidential information, educational programs or modules, digital content, 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, digital content, course content, webinar content, presentations, electronic mail content, and educational resources ("Course Materials").

The Receiving Party seeks access to the information, applications, websites, platforms where applicable, digital content, educational programs or modules, educational materials, course or courses, webinars, presentations, educational resources, and services for the limited purpose of participation in the course or courses, on-line training, educational programs or modules, webinars, electronic mail content, presentations, or Course Materials, offered or sold by the Disclosing 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:

• Course content, digital content, educational programs or modules, videos, text, electronic mail, presentations, webinars, workbooks, publications, trading strategies, trading methods, analytical systems, research work, learning systems, educational materials, software where applicable, platforms where applicable, algorithms where applicable, trading indicators where applicable, and Course Materials;

• Where applicable: login credentials, account access, back-end systems, and proprietary technology;

• Trade secrets, business plans, business models, education and training 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 Course Materials;

• 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 the Course Materials.

2. Use the Confidential Information and Course Materials solely for the Permitted Purpose.

3. Not disclose, not disseminate, not broadcast, not transmit, not publish, not share, not distribute, not sell, and not otherwise make available any part of the Confidential Information and Course Materials 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 Course Materials.

5. Not input, not upload, and not incorporate any part of the Confidential Information and Course Materials 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 Course Materials.

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

7. Protect all login details where applicable, access credentials where applicable, 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 Course Materials.

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

4. Intellectual Property Rights

All Course Materials 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 Course Materials to create, offer, or sell a competing course, coaching or educational program, educational product or service, or any competing educational materials;

• Repurpose, reverse-engineer, adapt, modify, or utilize the Confidential Information and Course Materials to train others;

• Use the Confidential Information and Course Materials to assist any third party in creating, offering, or selling a competing course, coaching or educational program, educational product or service, or any competing educational 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 Course Materials ("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, 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 Course Materials

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

• Cease use of all copies of the Course Materials and such containing Confidential Information;

• Permanently delete or destroy all copies, downloads, screenshots, backups, electronic mail content, notes, derivatives, Confidential Information, and Course Materials;

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

10. Governing Law

This Agreement shall be governed by and interpreted under:

(A) The laws of the jurisdiction chosen by the Disclosing Party, or
(B) The principal place of business of the Disclosing Party,

Unless otherwise required by mandatory local laws.

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 titles and headings 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.