Effective Date: [Automatically Inserted Upon Acceptance]

This Non-Disclosure Agreement ("Agreement") is entered into by and between:

1. [Company Name, Automatically Inserted Upon Acceptance], a company registered at [Company Address] ("Company"); and

2. [Partner Name, Automatically Inserted Upon Acceptance], a company registered at [Partner Address] ("Partner");

Each a "Party" and collectively the "Parties." For the purposes of this Agreement, the Party receiving Confidential Information is referred to as the “Receiving Party.”

This Agreement is facilitated by AstrisNexus B.V., a company registered at Strawinskylaan 10, 1077 XZ Amsterdam, The Netherlands ("Facilitator") for the limited purpose of managing access to the Engagement Suite and maintaining records of acceptance.

This Agreement becomes binding upon the Partner’s affirmative acceptance via the AstrisNexus platform. The Facilitator is not a Party to the confidentiality obligations herein, but acts solely as a neutral intermediary enabling the exchange of Confidential Information.

1. Purpose

The Parties wish to explore a potential business relationship facilitated by the Facilitator (the "Purpose"). In this context, Confidential Information will be shared, including content provided through the Engagement Suite. This Agreement governs the confidentiality and restricted use of such information.

2. Confidential Information

"Confidential Information" includes, without limitation:

• Financial data, forecasts, valuation models, and capital structures;

• Business strategies, proprietary methodologies, and operational plans;

• Corporate governance records, shareholder information, and capitalization tables;

• Strategic initiatives such as mergers, acquisitions, or restructuring;

• Personal data subject to GDPR;

• Any documentation within the Engagement Suite created through AstrisNexus tools;

• The fact, existence, and content of discussions between the Parties.

Confidential Information does not include data that:

• Is or becomes publicly available through no fault of the Party receiving the Confidential Information (the "Receiving Party");

• Was lawfully known to the Receiving Party prior to disclosure;

• Is independently developed without reference to the disclosed information; or

• Is required to be disclosed by law or court order, provided reasonable notice is given.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

• Use Confidential Information solely for the Purpose;

• Maintain confidentiality with a level of care at least equivalent to its own standards;

• Disclose only to internal personnel or advisors bound by confidentiality obligations;

• Prevent disclosure to third parties, including other platforms, without written consent;

• Avoid reproducing, extracting, or redistributing any part of the Engagement Suite or its underlying content and documents unless necessary and expressly permitted.

The Partner shall ensure its representatives fully comply with these obligations.

4. Duration

The confidentiality obligations under this Agreement shall remain in effect for a period of five (5) years from the termination of this Agreement, or — in the case of trade secrets — for as long as such information continues to qualify as a trade secret under applicable law.

5. Return or Retention of Information

Upon request by the Company or Facilitator, the Partner shall promptly delete or destroy Confidential Information, except where retention is legally required (e.g., compliance or audit purposes).

6. Data Protection (GDPR)

• Confidential Information containing personal data shall be processed in accordance with applicable data protection laws (including GDPR).

• Appropriate technical and organizational measures must be implemented to ensure data security (e.g., encryption, access restrictions).

• No cross-border transfers outside the EEA may occur without adequate safeguards and lawful basis.

• To the extent that AstrisNexus acts as a data processor, the Data Processing Agreement (DPA) incorporated in the AstrisNexus Terms and Conditions shall apply mutatis mutandis.

7. Breach & Remedies

The Partner shall immediately notify the Company, and if applicable the Facilitator, upon becoming aware of any unauthorized use or disclosure.
The disclosing Party is entitled to seek injunctive relief without proof of damages, in addition to other legal remedies.

8. Governing Law & Dispute Resolution

This Agreement shall be governed exclusively by Dutch law. The Parties shall make reasonable efforts to resolve any disputes amicably before initiating formal legal proceedings. The courts of Amsterdam shall have exclusive jurisdiction. Optional arbitration may be invoked under the Partner Terms & Conditions for international disputes.

9. Click-Through Acceptance

By clicking “I Agree,” the Partner confirms that:

• It has read, understood, and agrees to be bound by this Agreement;

• The accepting individual has full authority to bind the Partner entity;

• Acceptance is specific to the deal opportunity referenced in the Engagement Suite; and

• A digital record of this acceptance shall be retained by AstrisNexus for evidentiary purposes. This acceptance applies solely to the specific deal opportunity presented, and does not apply to other opportunities unless separately accepted.