Non-Disclosure Agreement

This Non-Disclosure Agreement (the "Agreement") is entered into between Capital A Group Ltd, a company incorporated in England and Wales, operating the Agencies.co platform ("Agencies.co"), acting on behalf of and for the benefit of the relevant Agency Owner (defined below), and the individual or organisation identified in the inline NDA form on the Platform ("the Recipient" or "you").

By ticking the box marked "I agree to the Non-Disclosure Agreement" on a listing page and submitting an NDA request, you confirm that you have read, understood, and agree to be bound by the terms set out below. The NDA takes effect on the date you submit the request (the "Effective Date") and applies to the specific listing for which it was executed.

1. Definitions

• "Agency Owner" means the owner, operator, or authorised representative of the agency to which the Listing relates.
• "Listing" means the anonymised opportunity profile published on Agencies.co for which you have requested access to confidential materials.
• "Confidential Information" means all information disclosed to you, directly or indirectly, in connection with the Listing, including but not limited to: the identity of the Agency Owner; the existence and content of any Confidential Information Memorandum (CIM); financial information (revenue, EBITDA, margins, client concentration, retainer mix); client lists, client contracts, and client identities; employee names, structures, compensation, and equity arrangements; supplier and partner relationships; service-level processes, IP, software, and methodologies; the fact that the Agency Owner is exploring a sale, merger, investment, or other transaction; and any analyses, notes, or derivative materials prepared by you that incorporate or are derived from any of the foregoing.
• "Permitted Purpose" means the sole purpose of evaluating, in good faith, a potential acquisition of, investment in, or merger with the agency to which the Listing relates.
• "Representatives" means your directors, officers, employees, professional advisers (legal, accounting, tax, financial), and prospective debt or equity financing sources who (a) have a strict need to know the Confidential Information for the Permitted Purpose and (b) are bound by written confidentiality obligations no less restrictive than those set out in this Agreement.

2. Confidentiality Obligations

2.1 You shall hold all Confidential Information in strict confidence and protect it using at least the same degree of care that you use to protect your own confidential information of like importance, and in any event no less than a reasonable standard of care.

2.2 You shall not, without the prior written consent of Agencies.co (acting on behalf of the Agency Owner), disclose, copy, reproduce, publish, broadcast, post, or otherwise make available any Confidential Information to any person other than your Representatives.

2.3 You are responsible for any breach of this Agreement by your Representatives as if their acts or omissions were your own.

2.4 You shall use the Confidential Information solely for the Permitted Purpose and for no other purpose whatsoever, including (without limitation) competitive intelligence, benchmarking, soliciting clients or staff of the Agency Owner, market research, training of artificial-intelligence systems, or any commercial activity unrelated to a genuine evaluation of a transaction with the Agency Owner.

3. Exclusions

The obligations in clause 2 do not apply to information which:

• is or becomes publicly available through no act or omission of you or your Representatives;
• was lawfully in your possession, free of any obligation of confidence, prior to its disclosure under this Agreement (and you can demonstrate this with written evidence);
• is lawfully disclosed to you by a third party who is not, to your knowledge, under any obligation of confidence in respect of it; or
• is independently developed by you without use of or reference to the Confidential Information (and you can demonstrate this with written evidence).

4. Compelled Disclosure

If you are required to disclose any Confidential Information by applicable law, court order, or by a competent regulatory authority, you shall (to the extent legally permitted) give Agencies.co prompt prior written notice of the requirement so that Agencies.co or the Agency Owner may seek a protective order or other appropriate remedy. Where notice is not legally permitted, you shall disclose only the minimum amount of Confidential Information legally required and shall use reasonable efforts to ensure that the recipient affords the Confidential Information confidential treatment.

5. No Approach Outside the Platform

5.1 Agencies.co as channel. All initial communications with the Agency Owner regarding the Listing must be made through Agencies.co. You shall not, and shall procure that your Representatives shall not, contact the Agency Owner, its directors, officers, employees, clients, suppliers, advisers, or shareholders regarding the Listing or any potential transaction without the prior written consent of Agencies.co.

5.2 Anti-circumvention. You agree not to use the Confidential Information, or your awareness of the Listing, to circumvent Agencies.co or the Agency Owner — for example, by approaching the Agency Owner directly, by approaching the Agency Owner's clients to acquire those relationships in lieu of acquiring the agency, or by procuring a third party to do so on your behalf.

5.3 Where contact details are released. If, as part of the disclosure process, Agencies.co releases the Agency Owner's contact details to you (for example, after the Agency Owner approves the release of the CIM), any approach you make using those contact details must be professional, respectful, made only for the Permitted Purpose, and consistent with the obligations of this Agreement and any related Platform terms.

6. Non-Solicitation

For a period of twelve (12) months from the Effective Date, you shall not, directly or indirectly:

• solicit, induce, or attempt to induce any employee, contractor, or consultant of the Agency Owner whose existence or identity you became aware of through the Confidential Information to terminate their relationship with the Agency Owner or to enter into employment or engagement with you or any of your affiliates; or
• solicit, induce, or attempt to induce any client, supplier, or commercial partner of the Agency Owner whose existence or identity you became aware of through the Confidential Information to terminate, reduce, or vary the terms of their relationship with the Agency Owner.

The foregoing does not prohibit (i) general advertising or recruitment campaigns not specifically targeted at personnel of the Agency Owner, (ii) the hiring of any person who responds to such a general campaign without other solicitation by you, or (iii) ordinary-course commercial dealings with clients of the Agency Owner that pre-dated the Effective Date.

7. No Representation; No Offer

7.1 The Confidential Information is provided on an "as is" basis. Neither Agencies.co nor the Agency Owner makes any representation or warranty, express or implied, as to its accuracy, completeness, or fitness for any purpose. You shall be responsible for forming your own view as to the merits of any potential transaction and shall conduct your own due diligence.

7.2 Nothing in this Agreement, or in the disclosure of any Confidential Information, constitutes an offer or commitment by the Agency Owner or Agencies.co to enter into any transaction. Either party may terminate discussions at any time and is under no obligation to disclose further information or to proceed.

7.3 No licence is granted, by implication or otherwise, in respect of any intellectual property rights in the Confidential Information.

8. Return or Destruction

On the earlier of (a) written request by Agencies.co or the Agency Owner, or (b) the conclusion of discussions regarding the Permitted Purpose, you shall promptly return to Agencies.co, or securely destroy, all Confidential Information in your possession or control, together with all copies, extracts, and derivative materials, and shall confirm such return or destruction in writing on request. You may retain (i) one copy of the Confidential Information solely for the purpose of complying with applicable law, regulatory requirements, or your bona fide internal record-retention policies, and (ii) Confidential Information stored on automated back-up systems that cannot reasonably be erased, in each case subject to the continuing confidentiality obligations of this Agreement.

9. Term

This Agreement takes effect on the Effective Date and the confidentiality obligations in clause 2 shall continue for a period of one (1) year from the Effective Date, save that obligations in respect of any Confidential Information that constitutes a trade secret under applicable law shall continue for so long as that information remains a trade secret. Clauses 5 (No Approach Outside the Platform) and 6 (Non-Solicitation) shall continue for the periods stated in those clauses.

10. Remedies

You acknowledge that any breach of this Agreement may cause irreparable harm to the Agency Owner and to Agencies.co for which damages alone may be an inadequate remedy. Accordingly, the Agency Owner and Agencies.co shall each be entitled, in addition to any other remedies available at law or in equity, to seek injunctive relief and specific performance to enforce the terms of this Agreement, without the need to post bond or prove actual damages. The Agency Owner is an intended third-party beneficiary of this Agreement and may enforce its terms directly under the Contracts (Rights of Third Parties) Act 1999.

11. Data Protection

Where Confidential Information includes personal data, you shall process that personal data in accordance with the UK General Data Protection Regulation, the Data Protection Act 2018, and all other applicable data-protection laws. You shall act as an independent data controller in respect of any such personal data you receive and shall be solely responsible for your own compliance, including in relation to lawful basis, security, and the rights of data subjects.

12. General

12.1 Entire agreement. This Agreement constitutes the entire agreement between you and Agencies.co (acting on behalf of the Agency Owner) in relation to the disclosure of Confidential Information for the Listing, and supersedes all prior discussions and arrangements relating to its subject matter.

12.2 No assignment. You may not assign or transfer your rights or obligations under this Agreement without the prior written consent of Agencies.co.

12.3 No waiver. A failure or delay by Agencies.co or the Agency Owner to exercise any right under this Agreement shall not constitute a waiver of that right.

12.4 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.5 Governing law and jurisdiction. 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 courts of England and Wales shall have exclusive jurisdiction.

12.6 Electronic execution. You agree that submitting the inline NDA form on the Platform constitutes a binding electronic signature for the purposes of this Agreement and the Electronic Communications Act 2000.

12.7 Contact. For questions about this Agreement, contact Capital A Group Ltd at hello@agencies.co.