Mutual Non-Disclosure Agreement

PARTIES

Disclosing Party: Bizionary Ltd, a company incorporated in England and Wales (Company No. [to be inserted]), whose registered office is at 71–75 Shelton Street, Covent Garden, London WC2H 9JQ ("Bizionary").

Receiving Party: The individual or entity identified in the signature section of this Agreement ("Recipient").

Bizionary and the Recipient are referred to individually as a "Party" and collectively as the "Parties".

BACKGROUND

Bizionary acts as a business broker and intermediary in the sale and acquisition of privately owned businesses. In connection with a potential transaction (the "Transaction"), Bizionary may disclose to the Recipient certain confidential information relating to a business or businesses that Bizionary has been engaged to sell (the "Target Business"). The Recipient wishes to receive and evaluate such information for the sole purpose of assessing whether to proceed with the Transaction.

1. DEFINITIONS

"Confidential Information" means all information disclosed by Bizionary to the Recipient, whether orally, in writing, electronically or by any other means, that relates to the Target Business, its owners, shareholders, directors, employees, customers, suppliers, finances, operations, business plans, strategies, intellectual property, trade secrets or any other commercially sensitive matter, including but not limited to:

• Information Memoranda, financial statements, management accounts, and forecasts;
• The identity of the Seller and/or the Target Business;
• Pricing, terms, and conditions of any proposed Transaction;
• Customer and supplier lists, contracts, and pricing;
• All other information which a reasonable person would consider to be confidential in nature.

Confidential Information does not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was already known to the Recipient at the time of disclosure; (iii) is independently developed by the Recipient without use of or reference to the Confidential Information; or (iv) is required to be disclosed by law, court order, or regulatory authority, provided the Recipient gives Bizionary prior written notice where permitted by law.

2. CONFIDENTIALITY OBLIGATIONS

2.1The Recipient agrees to: (a) keep the Confidential Information strictly confidential and not disclose it to any third party without Bizionary's prior written consent; (b) use the Confidential Information solely for the purpose of evaluating the Transaction and for no other purpose whatsoever; (c) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in any event no less than reasonable care; and (d) promptly notify Bizionary in writing upon becoming aware of any unauthorised disclosure or use of the Confidential Information.

2.2 The Recipient may disclose Confidential Information only to its professional advisers (including solicitors, accountants and financial advisers) who have a genuine need to know for the purposes of evaluating the Transaction and who are bound by duties of confidentiality at least as stringent as those set out in this Agreement. The Recipient shall remain liable for any breach of this Agreement by such advisers.

3. NON-CONTACT AND NON-CIRCUMVENTION

3.1The Recipient undertakes that it shall not, without Bizionary's prior written consent, contact or attempt to contact the Seller, the Target Business, or any of their employees, directors, shareholders, customers, suppliers or advisers directly. All communications regarding the Transaction shall be conducted exclusively through Bizionary.

3.2The Recipient agrees that it shall not, directly or indirectly, circumvent, avoid, bypass or obviate Bizionary's interest as introducing broker in the Transaction, whether by contacting the Seller directly, entering into negotiations without Bizionary's involvement, or otherwise attempting to exclude Bizionary from any benefit to which it would otherwise be entitled.

3.3 The Recipient acknowledges that Bizionary has devoted significant time, effort and resources in identifying and introducing the Transaction opportunity, and that a breach of this clause would cause substantial harm to Bizionary for which monetary damages alone may be an inadequate remedy.

4. RETURN OR DESTRUCTION OF INFORMATION

Upon Bizionary's written request, or upon the Recipient deciding not to proceed with the Transaction, the Recipient shall promptly return to Bizionary or permanently destroy all documents, materials and other items (including electronic copies) containing or derived from the Confidential Information, and shall certify in writing that it has done so upon request.

5. NO REPRESENTATION OR WARRANTY

All Confidential Information is provided “as is”. Bizionary makes no representation or warranty, express or implied, as to the accuracy, completeness or reliability of any Confidential Information. The Recipient acknowledges that it must undertake its own due diligence and shall not rely solely on the Confidential Information in making any investment or acquisition decision.

6. TERM

This Agreement shall come into force on the date it is signed by the Recipient and shall remain in full force and effect for a period of five (5) years from the date of the latest disclosure of Confidential Information, or until all Confidential Information has ceased to be confidential, whichever is the earlier.

7. REMEDIES

The Recipient acknowledges that any breach of this Agreement may cause Bizionary and/or the Seller irreparable harm for which monetary damages would be inadequate. Accordingly, Bizionary shall be entitled, in addition to any other remedies available at law or in equity, to seek injunctive relief or specific performance without the necessity of proving actual damage or posting any bond or other security.

8. GENERAL

8.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to confidentiality and supersedes all prior agreements, representations and understandings on the same subject matter.

8.2 Variation. No amendment to this Agreement shall be effective unless made in writing and signed by both Parties.

8.3 Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy.

8.4 Severability. If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

8.5 Governing Law. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

8.6 Electronic Signature. The Recipient agrees that execution of this Agreement by electronic means (including the submission of the online form) shall constitute a valid and binding signature for the purposes of the Electronic Communications Act 2000 and UK eIDAS Regulations, and shall be as effective as a handwritten signature.