Universal Non-Disclosure Agreement (NDA) Generator

This MUTUAL NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into as of 2026-09-15 (the "Effective Date"), by and between: 1. Acme Technologies Inc., a legal entity organized under the laws of Delaware, USA ("Party A"); and 2. Global Horizons Capital LLC, a legal entity organized under the laws of London, UK ("Party B"). (Party A and Party B are collectively referred to as the "Parties", and each individually as a "Party", or as the "Discloser" or "Recipient" as the context warrants). 1. PURPOSE The Parties wish to explore and engage in discussions concerning evaluating and pursuing a potential strategic business collaboration, vendor partnership, or investment transaction between the parties (the "Purpose"). In connection with the Purpose, proprietary business, financial, and technical information may be shared. 2. DEFINITION OF CONFIDENTIAL INFORMATION "Confidential Information" means all non-public information, whether technical, operational, financial, legal, or commercial, disclosed by or on behalf of Discloser to Recipient, whether orally or in writing, graphic, electronic, or physical form, that is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. 3. STANDARD OF CARE & RESTRICTIONS Recipient agrees to: (a) hold Discloser's Confidential Information in strict confidence; (b) exercise at least the same degree of care to prevent unauthorized disclosure as it exercises with its own confidential materials of like nature, but no less than a reasonable standard of care; (c) restrict access to Confidential Information strictly to its officers, directors, employees, and professional legal/financial advisors who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as this Agreement; and (d) not reverse engineer, decompile, or copy any software, samples, or documentation without express written consent. 4. EXCLUSIONS FROM CONFIDENTIALITY Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of this Agreement by Recipient; (b) was already rightfully in Recipient's possession prior to disclosure without restriction; (c) is rightfully received from a third party without duty of confidentiality; or (d) is independently developed by Recipient without reference to or reliance upon Discloser's Confidential Information as evidenced by contemporaneous written records. 5. TERM & OBLIGATION DURATION This Agreement shall govern disclosures made for a period of one (1) year from the Effective Date. The confidentiality and non-use obligations with respect to all disclosed Confidential Information shall survive termination and remain in binding effect for 2 years from the date of disclosure, provided that with respect to any information constituting a Trade Secret under applicable law, such obligations shall endure indefinitely for so long as such information remains a trade secret. 6. RETURN OR CERTIFIED DESTRUCTION OF MATERIALS Upon written demand by Discloser, Recipient shall promptly within seven (7) business days return or securely destroy all physical and electronic documents containing Confidential Information, and provide written certification of compliance signed by an executive officer. Routine archival backup copies created in the ordinary course of IT operations may be retained provided they remain subject to perpetual confidentiality. 7. NON-SOLICITATION OF EMPLOYEES During the term of this Agreement and for a period of 12 months thereafter, neither Party shall directly or indirectly solicit for employment, hire, or induce to terminate employment any employee or key contractor of the other Party who became known through discussions related to the Purpose. General public job advertisements shall not constitute a breach hereof. 8. INJUNCTIVE RELIEF & EQUITABLE REMEDIES The Parties acknowledge that any breach of this Agreement would cause irreparable harm for which monetary damages alone would be inadequate. Discloser shall be entitled to seek equitable relief, including temporary restraining orders, preliminary injunctions, and specific performance, without proving actual financial damage and without requirement of posting any bond. 9. GOVERNING LAW & DISPUTE RESOLUTION This Agreement, and all claims or controversies arising out of or relating hereto, shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Any legal proceeding or arbitration arising under this Agreement shall be brought exclusively before the state and federal courts located in Wilmington, New Castle County, State of Delaware, and each Party irrevocably submits to the jurisdiction and venue of such forum. 10. MISCELLANEOUS This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior agreements. This Agreement may be executed in counterparts, each of which shall be deemed an original, and electronic or cryptographically signed copies shall have full legal force and effect. IN WITNESS WHEREOF, the Parties have caused this Non-Disclosure Agreement to be executed by their duly authorized representatives as of the Effective Date. PARTY A: ACME TECHNOLOGIES INC. By: _____________________________ Name: Sarah Jenkins Title: Chief Executive Officer Date: 2026-09-15 PARTY B: GLOBAL HORIZONS CAPITAL LLC By: _____________________________ Name: Marcus Vance Title: Managing Director Date: 2026-09-15