This Non-Disclosure Agreement (the “NDA”) is entered into by and between:

[Company Name], a company registered at [Company Address] (the “Company”);

and

[Advisor/Investor Name], a company registered at [Advisor/Investor Address] (the “Receiving Party”).

Capitalised terms used but not defined in this NDA have the meanings given in the AstrisNexus Terms and Privacy Policy.

This NDA is facilitated by AstrisNexus, solely for the purpose of enabling access to the relevant Opportunity and maintaining records of acceptance. AstrisNexus is not a party to this NDA and assumes no liability for any breach of confidentiality by either Party.

The Company and the Receiving Party are hereinafter referred to individually as a “Party” and together as the “Parties.”

This NDA becomes effective and binding upon the Receiving Party’s acceptance through the Platform.

1. Purpose

The Parties wish to explore a potential transaction or business relationship in respect of the Opportunity disclosed through the Platform (the “Purpose”). In this context, the Company may disclose Confidential Information to the Receiving Party. Such disclosure is made solely to enable the Receiving Party to evaluate the Opportunity, and does not obligate either Party to proceed with any transaction.

2. Confidential Information

Confidential Information also includes the fact, existence, and content of discussions between the Parties.

For the avoidance of doubt, the following information is not Confidential Information:

1. information that was publicly available at the time of disclosure or subsequently becomes public through no breach of this NDA;

2. information lawfully known to the Receiving Party before disclosure;

3. information independently developed without use of the Confidential Information;

4. information that must be disclosed pursuant to law, regulation, or the order of a competent authority, provided that (where legally permitted) the Receiving Party gives prompt written notice to the Company to allow protective measures to be sought.

3. Obligations of the Receiving Party

The Receiving Party shall:

1. use the Confidential Information solely for the Purpose;

2. keep the Confidential Information strictly confidential and apply at least the same degree of care it uses for its own confidential information of a similar nature, but not less than reasonable care;

3. disclose Confidential Information only to its representatives who have a strict need to know for the Purpose and who are bound by confidentiality obligations no less protective than those in this NDA; and

4. not copy, reproduce, or distribute Confidential Information to any third party.

5. not upload, post, or otherwise redistribute any part of the Engagement Suite or related Confidential Information on any third-party platform or service.

The Receiving Party shall be responsible for ensuring that its representatives comply fully with these obligations.

Disclosure of Confidential Information does not grant the Receiving Party any licence or other rights in such information, except as expressly set out in this NDA.

4. Publicity

The Receiving Party shall not make any public announcement or otherwise disclose the existence of the Opportunity, or the fact that discussions are taking place between the Parties, without the Company’s prior written consent.

5. Duration

The confidentiality obligations under this NDA shall remain in effect for a period of three (3) years from the date of disclosure of the Confidential Information. In the case of trade secrets, the obligations shall continue for as long as such information remains a trade secret under applicable law.

6. Return or Retention of Information

Upon written request by the Company, the Receiving Party shall promptly delete or destroy all Confidential Information, except that the Receiving Party may retain one archival copy for compliance purposes and any copies retained in routine back-up systems, provided that such copies remain subject to the confidentiality obligations of this NDA.

7. Data Protection (GDPR)

To the extent that Confidential Information includes personal data, each Party shall process such data as an independent controller in accordance with applicable data protection laws, including the GDPR. Each Party shall implement appropriate technical and organisational measures to protect such data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.

The Receiving Party shall not transfer personal data outside the European Economic Area unless a valid legal basis and adequate safeguards under the GDPR are in place.

Nothing in this NDA modifies the data processing obligations of AstrisNexus under its Terms and Conditions and associated Data Processing Agreement.

8. Breach & Remedies

The Receiving Party shall promptly notify the Company upon becoming aware of any unauthorised use or disclosure of Confidential Information.

The Parties acknowledge that monetary damages may be inadequate to remedy a breach of this NDA. Accordingly, the Company is entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity.

9. Governing Law & Dispute Resolution

This NDA shall be governed by and construed in accordance with the laws of the Netherlands. The courts of Amsterdam shall have exclusive jurisdiction over any dispute arising out of or in connection with this NDA.

10. Click-Through Acceptance

By clicking “I Agree” on the Platform, the Receiving Party confirms that:

1. it has read, understood, and agrees to be bound by this NDA;

2. the individual providing acceptance has full authority to bind the Receiving Party;

3. acceptance is specific to the Opportunity identified in the Engagement Suite;

4. AstrisNexus will retain a digital record of such acceptance for evidentiary purposes.

This NDA applies solely to the specific Opportunity for which acceptance is given and shall not extend to any other Opportunity unless separately accepted.