Non-disclosure agreement

WISEEXIT NON-DISCLOSURE AGREEMENT Version 2026-10

This agreement is made between: (1) [Signer's name], email [email] (the "Recipient"); and (2) WiseExit [legal entity: to be set] ("WiseExit"), acting for itself and on behalf of the owner of the business presented as "[listing name]" (the "Seller").

1. Purpose. WiseExit will share information about the business presented as "[listing name]" (the "Business") so that the Recipient can evaluate a possible acquisition of the Business (the "Purpose").

2. Confidential Information. "Confidential Information" means all information about the Business, the Seller and the possible transaction that WiseExit or the Seller makes available to the Recipient, in any form, before or after this agreement: including the name of the brand and its website, financial statements, profit and loss accounts, data-room documents, customer, supplier and marketing data, and the fact that the Business is for sale.

3. Obligations. The Recipient will: (a) keep the Confidential Information strictly confidential and protect it with at least the care it uses for its own confidential information, and never less than reasonable care; (b) use it only for the Purpose; (c) not disclose it to anyone except its own directors, employees, financing sources and professional advisors who need it for the Purpose and are bound by confidentiality duties no less protective than these; the Recipient is responsible for any breach by them; (d) not contact the Seller, or the Business's employees, suppliers, customers or partners, about the Business or the transaction, except through WiseExit or with WiseExit's written consent; (e) not, directly or indirectly, negotiate or complete a transaction for the Business, or any part of it, without WiseExit's involvement while this agreement is in force; (f) not copy or keep the Confidential Information beyond what the Purpose requires, and not try to identify the Seller from anonymised information by other means.

4. Exceptions. Section 3 does not apply to information that the Recipient can show (a) is or becomes public other than through a breach of this agreement; (b) it already lawfully knew without a duty of confidentiality; (c) it lawfully receives from a third party without a duty of confidentiality; or (d) it develops independently. If the law or an authority requires disclosure, the Recipient will, where permitted, tell WiseExit promptly and disclose only what is required.

5. Return and deletion. At WiseExit's request, or if the Recipient decides not to proceed, the Recipient will promptly stop using the Confidential Information and delete or return it, except for copies it must keep by law, which remain subject to this agreement.

6. No commitment, no warranty. This agreement does not oblige anyone to enter into a transaction. The Confidential Information is provided "as is": neither WiseExit nor the Seller gives any warranty about its accuracy or completeness, except as agreed in a final, signed transaction agreement. Nothing in it is investment, legal or tax advice.

7. Term. This agreement starts when the Recipient accepts it and lasts 24 months. The obligations on Confidential Information disclosed during that period continue for 24 months after it ends. [Duration to be confirmed by counsel.]

8. Remedies. A breach may cause irreparable harm to the Seller and to WiseExit. In addition to any other remedy, WiseExit and the Seller may seek injunctive relief. The Seller may enforce this agreement directly.

9. Personal data. Any personal data in the Confidential Information will be processed only for the Purpose and in line with applicable data-protection law. WiseExit's Privacy Policy explains how WiseExit processes the Recipient's own data.

10. Electronic acceptance. The Recipient accepts this agreement electronically, by ticking the box and selecting "Sign the NDA" in its WiseExit area. The Recipient agrees that this has the same effect as a handwritten signature. WiseExit keeps a record of the exact text accepted, its version, the date and time, the IP address and the browser used, and makes a copy available in the Recipient's area.

11. Law and courts. This agreement is governed by [GOVERNING LAW: to be confirmed by counsel], and the courts of [PLACE: to be confirmed by counsel] have jurisdiction, without prejudice to mandatory protections that apply where the Recipient is a consumer.

12. Entire agreement. This agreement is the entire agreement between the parties on its subject and can only be changed in writing. If any part is unenforceable, the rest remains in force.

Accepted electronically by [Signer's name] on [date of signature].