Mutual Non-Disclosure Agreement

1 Parties and Effective Date

This Mutual Non-Disclosure Agreement (the "Agreement") is made and takes effect on the date of signature (the "Effective Date") between:

• Oliver Lythe, trading as "Oliver Lythe Sales", a registered Individual Entrepreneur with Small Business Status, based in Tbilisi, Georgia, contactable at [email protected] ("Provider"); and
• [Client name], of [registered address], [country], contactable through [contact name] at [contact email] ("Client").

Provider and Client are each referred to as a "Party" and together as the "Parties". This Agreement is mutual: in the course of discussing or delivering Provider's done-for-you LinkedIn outbound and B2B appointment-setting services, each Party may disclose Confidential Information to the other. In relation to any given item of Confidential Information, the Party disclosing it is the "Discloser" and the Party receiving it is the "Recipient".

2 Purpose

The Parties wish to explore, negotiate, and/or perform a business relationship in which Provider delivers LinkedIn outbound and appointment-setting services to Client (the "Purpose"). To do so, each Party may need to share information that is confidential or proprietary. This Agreement sets out how that information is protected. It does not oblige either Party to enter into or continue any further agreement or transaction.

3 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by or on behalf of a Discloser to a Recipient, whether disclosed orally, in writing, electronically, or by inspection, and whether or not marked or identified as confidential, that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. Confidential Information includes, without limitation:

• Client's information: Client's target lists and target-audience criteria, prospect and lead data, ideal-customer profiles, customer and pipeline data, pricing, commercial terms, sales and marketing strategy, business plans, and account credentials or access.
• Provider's information: Provider's outreach methods and messaging frameworks, qualification and booking processes, tooling and workflows, know-how, pricing and commercial terms, and other techniques and materials used to deliver the service.
• Mutual: the existence and terms of the Parties' discussions and any resulting engagement, and any analyses, reports, or derivatives that contain or are based on the above.

Confidential Information does not include the personal data of B2B prospects and Client users processed by Provider in delivering the service, which is governed by the Parties' separate data-processing terms rather than by this Agreement, except to the extent such data also constitutes Client's confidential target lists or prospect data as described above. Where no such separate data-processing terms are yet in force, that personal data is treated as Confidential Information under this Agreement until they are.

4 Exclusions

Confidential Information does not include information that the Recipient can demonstrate, by reasonable evidence:

• was already lawfully known to the Recipient, free of any confidentiality obligation, before it was disclosed by the Discloser;
• is or becomes publicly available through no act or omission of the Recipient in breach of this Agreement;
• was independently developed by the Recipient without use of or reference to the Discloser's Confidential Information; or
• was rightfully received by the Recipient from a third party without breach of any obligation of confidentiality.

Information is not excluded merely because it is embraced by more general information in the public domain, nor because individual components of it are in the public domain, unless the specific combination itself is publicly known.

5 Permitted Use and Purpose Limitation

The Recipient shall:

• use the Discloser's Confidential Information solely for the Purpose;
• not use it for any other purpose, and in particular not for any competitive purpose or to the disadvantage of the Discloser; and
• not disclose it to any third party except as expressly permitted by this Agreement.

Nothing in this Agreement prevents either Party from carrying on its own business, or from serving other clients or customers, using its own general knowledge, skill, and experience, provided it does so without using or disclosing the other Party's Confidential Information.

6 Standard of Care, Permitted Disclosure and Incident Notification

The Recipient shall protect the Discloser's Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable degree of care.

The Recipient may disclose Confidential Information only on a need-to-know basis to its personnel, professional advisers, and its sub-processors, service providers and contractors engaged to further the Purpose (in Provider's case, to deliver the service, including its outreach platform, data-sourcing tools and AI drafting assistant), provided that each such recipient is bound by confidentiality obligations no less protective than those in this Agreement. The Recipient remains responsible for any breach of this Agreement by any person to whom it discloses Confidential Information.

The Recipient shall notify the Discloser promptly in writing on becoming aware of any unauthorised use, disclosure, loss of, or access to the Discloser's Confidential Information, and shall take reasonable steps, and cooperate with the Discloser, to remedy and mitigate it.

7 Compelled Disclosure

If the Recipient is required by law, regulation, court order, or other governmental or regulatory authority to disclose any of the Discloser's Confidential Information, the Recipient may do so, provided that, to the extent legally permitted, it:

• gives the Discloser prompt written notice of the requirement before disclosing, so the Discloser may seek a protective order or other remedy;
• reasonably cooperates with the Discloser, at the Discloser's expense, in any such effort; and
• discloses only that portion of the Confidential Information that it is legally required to disclose and uses reasonable efforts to obtain confidential treatment for it.

Confidential Information disclosed under this section remains subject to this Agreement for all other purposes.

8 No Licence and No Obligation to Proceed

All Confidential Information remains the property of the Discloser. Nothing in this Agreement grants the Recipient any licence or right, by implication, estoppel, or otherwise, in or to any Confidential Information or any related intellectual property, except the limited right to use it for the Purpose as set out above.

This Agreement does not oblige either Party to disclose any particular information, to proceed with any transaction or engagement, or to refrain from entering into similar arrangements with others. Any business relationship between the Parties will be governed by a separate written agreement.

9 Term and Survival

This Agreement takes effect on the Effective Date and continues for two (2) years, unless earlier terminated by either Party on thirty (30) days' written notice to the other. Termination or expiry of this Agreement does not affect any Confidential Information disclosed while it was in force, and any Confidential Information disclosed at any time before termination takes effect remains fully protected under the survival provisions below.

The Recipient's obligations of confidentiality and non-use under this Agreement survive termination or expiry and continue for three (3) years from the date each item of Confidential Information was disclosed, except that Confidential Information that constitutes a trade secret remains protected for as long as it qualifies as a trade secret under applicable law.

10 Return or Destruction

Upon the Discloser's written request, or upon termination or expiry of this Agreement, the Recipient shall, at the Discloser's option, promptly return or destroy all Confidential Information of the Discloser in its possession or control, together with all copies and derivatives, and on request confirm in writing that it has done so.

The Recipient may retain one archival copy, and copies held in routine electronic backups, solely to the extent required by law or its bona fide internal records-retention or backup policies, provided that any Confidential Information so retained remains subject to the confidentiality obligations of this Agreement for as long as it is retained.

11 Remedies

Each Party acknowledges that a breach or threatened breach of this Agreement may cause the other Party irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching Party is entitled to seek injunctive or other equitable relief to prevent or stop a breach, without the need to post a bond or prove actual damages where permitted by applicable law. The Parties' rights and remedies under this Agreement are cumulative and not exclusive.

12 No Warranty

All Confidential Information is provided "as is". Neither Party makes any representation or warranty, express or implied, as to the accuracy, completeness, or fitness for any purpose of the Confidential Information it discloses, and neither Party is liable for any loss arising from the other Party's use of or reliance on it. This section does not limit either Party's confidentiality obligations under this Agreement.

13 General

• Governing law and jurisdiction: This Agreement is governed by the laws of Georgia. The Parties will first try to resolve any dispute amicably. Any dispute that cannot be resolved amicably shall be subject to the exclusive jurisdiction of the competent courts of Tbilisi, Georgia.
• Notices: Any notice under this Agreement must be in writing and sent to the email address stated for that Party in Section 1, or to such other address as that Party notifies in writing. A notice is deemed given on the next business day after it is sent, unless the sender receives a bounce or delivery-failure message.
• Relationship of the Parties: Each Party is an independent contractor. Nothing in this Agreement creates any employment, agency, partnership, or joint venture between the Parties.
• Entire agreement: This Agreement is the entire agreement between the Parties regarding the confidential treatment of information disclosed for the Purpose, and supersedes all prior discussions and understandings on that subject. It may be amended only in writing signed by both Parties.
• No assignment: Neither Party may assign or transfer this Agreement or any of its rights or obligations under it without the other Party's prior written consent, which shall not be unreasonably withheld. Any purported assignment in breach of this section is void.
• No waiver: A failure or delay by either Party in exercising any right under this Agreement is not a waiver of that right. A waiver is effective only if given in writing.
• Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent.
• Counterparts and electronic signature: This Agreement may be signed in counterparts, each of which is an original and all of which together form one agreement. Signatures delivered electronically or by a recognised e-signature service are valid and binding.

14 Signatures

The Parties have signed this Agreement as of the Effective Date.

PROVIDER

Oliver Lythe, trading as Oliver Lythe Sales

Signature: ______________________________

Name: Oliver Lythe

Date: the date of signature

CLIENT

[Client name]

Signature: ______________________________

Name: [contact name]

Title: ______________________________

Date: ______________________________