Lena Lumumba

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“the agreement”) dated this 11th August 2025. BETWEEN: [Seller’s Company Name], a [State/Country] company with its principal office at [Address] (“Seller” or “Disclosing Party”), -AND- [Buyer’s Full Name/Company Name], a [State/Country] company with its principal office at [Address] (“Buyer” or “Receiving Party”). PURPOSE: The Seller intends to disclose certain confidential and proprietary information to the Buyer in connection with the evaluation and potential acquisition of all or part of the Seller’s assets or business (the “Transaction”). This Agreement governs the Buyer’s obligations regarding such information. CONFIDENTIAL INFORMATION: 1. Confidential Information” includes, without limitation to: a. Financial statements, forecasts, and projections; b. Business operations, contracts, and agreements; c. Client and vendor lists, pricing, and sales data; d. Employee records and HR information (to the extent legally permissible); e. Intellectual property, processes, trade secrets, know-how, and technical data; f. Any other information related to the Seller’s business disclosed in writing, orally, or electronically. 2. Confidential Information excludes information that: a. is publicly available through no breach of this Agreement; b. was lawfully in the Buyer’s possession prior to disclosure; c. is independently developed without use of the Seller’s information; or d. is obtained lawfully from a third party without restriction. OBLIGATIONS OF NON-DISCLOSURE: 3. The Buyer agrees to: a. Use the Confidential Information solely for evaluating the Transaction; b. Not disclose Confidential Information to any third party, except to its officers, employees, advisors, or financing sources who need to know for the Transaction and are bound by confidentiality obligations no less restrictive than those herein; c. Take reasonable measures to protect the confidentiality of the information. 4. The Employee further agrees not to use Confidential Information to compete with, solicit clients from, or otherwise harm the Employer, during or after employment. NO LICENSE OR OBLIGATION: Nothing in this Agreement grants the Buyer rights to the Seller’s Confidential Information other than as permitted herein. Disclosure of Confidential Information does not obligate either party to proceed with the Transaction. RETURN OR DESTRUCTION: Upon the Seller’s request, the Buyer shall promptly return or destroy all Confidential Information (including notes, summaries, or electronic copies) and certify compliance. TERM & SURVIVAL: This Agreement shall remain in effect for two (2) years from the date of execution. Obligations regarding trade secrets shall survive indefinitely. REMEDIES: The Buyer acknowledges that unauthorized disclosure may cause irreparable harm to the Seller. The Seller shall be entitled to seek injunctive relief and any other remedies available at law or equity. GOVERNING LAW: This Agreement will be construed in accordance with and governed by the laws of the State of California. GENERAL PROVISIONS: 5. This Agreement constitutes the entire agreement between the parties on the subject matter. 6. Any amendment must be in writing signed by both parties. 7. Neither party may assign this Agreement without prior written consent. 8. If any provision is found unenforceable, the remainder shall remain in full force. 9. Time is of the essence in this Agreement. ENTIRE AGREEMENT: This Agreement constitutes the entire understanding between the parties regarding confidentiality during employment. It may only be amended in writing, signed by both parties. IN WITNESS WHEREOF the Disclosing Party and the Receiving Party have duly affixed their signatures under hand and seal on this 21st day of August. WITNESS: ______________________ ………………… ____________________________ WITNESS: ______________________ ………………………