Purpose of Agreement:
The Disclosing Party and Receiving Party (collectively referred to as the “Parties”) wish to engage in discussions related to potential investment opportunities, business activities, or other financial transactions involving the investor club (the “Purpose”). In the course of these discussions, the Disclosing Party may share certain confidential and proprietary information with the Receiving Party. To ensure the protection of this information, the Parties agree as follows:

1. Confidential Information

1.1 Definition: For purposes of this Agreement, “Confidential Information” refers to all information, whether written, oral, or electronic, disclosed by the Disclosing Party to the Receiving Party, including but not limited to:

• • Business strategies, investment portfolios, and financial projections;
  • Personal details of members, investors, and partners;
  • Non-public information related to deals, assets, and financial markets;
  • Any other information identified as confidential by the Disclosing Party, or which a reasonable person would understand to be confidential under the circumstances of its disclosure.

1.2 Exclusions: Confidential Information does not include information that:

• • Was in the public domain at the time of disclosure or later becomes publicly available without breach of this Agreement;
  • Was already in the possession of the Receiving Party without obligation of confidentiality;
  • Was independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information; or
  • Is required to be disclosed by law or regulatory authority, provided the Receiving Party gives the Disclosing Party prompt notice of such requirement.

2. Obligations of Confidentiality

2.1 Non-Disclosure: The Receiving Party agrees not to disclose, communicate, or otherwise make available any Confidential Information to any third party, except as explicitly authorized in writing by the Disclosing Party.

2.2 Non-Use: The Receiving Party agrees not to use the Confidential Information for any purpose other than the Purpose outlined in this Agreement.

2.3 Protection: The Receiving Party will take all reasonable steps to safeguard the Confidential Information from unauthorized disclosure, including but not limited to implementing security measures appropriate to protect the Confidential Information from unauthorized access, use, or dissemination.

3. Return or Destruction of Confidential Information

Upon termination of this Agreement or at the request of the Disclosing Party, the Receiving Party agrees to promptly return or destroy all materials containing Confidential Information, including all copies, summaries, and derivatives, and to certify in writing that such return or destruction has been completed.

4. No License or Ownership

Nothing in this Agreement grants the Receiving Party any rights, title, or interest in or to the Confidential Information, nor any rights to use any patents, copyrights, trademarks, or trade secrets of the Disclosing Party.

5. Term and Termination

This Agreement shall remain in effect for a period of 5 years from the Effective Date, or until terminated by either Party upon 30 days written notice. The confidentiality obligations in this Agreement shall survive for a period of two years after the termination or expiration of this Agreement.

6. Remedies

The Parties acknowledge that unauthorized use or disclosure of the Confidential Information may cause irreparable harm, for which damages may be an inadequate remedy. Therefore, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other legal remedies available at law or in equity in the event of a breach of this Agreement.

7. Miscellaneous

7.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

7.2 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, understandings, or agreements.

7.3 Amendment: This Agreement may only be amended in writing, signed by both Parties.

7.4 No Waiver: Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.