Private Markets Alpha Limited - Standard NDA-PM Alpha https://forms.wix.com/6f3c74e5-3b21-4d08-a55b-a1ed8bcc5a37:c86...

Private Markets Alpha Limited - Standard

NDA
THIS NON-DISCLOSURE AGREEMENT (the “NDA”) is entered into as of date of
signature by and between (the “Recipient”) and Private Markets Alpha Limited, a
company incorporated and registered in England and Wales with company
number 13704424 whose registered office is at 11 Blackheath Village, London,
United Kingdom, SE3 9LA (together with its affiliates, “PM Alpha”).

The Recipient

First Name *

Last Name *

The Recipient and PM Alpha hereby agree as follows:

1.  In connection with discussions related to a potential business transaction

whereby the Recipient may consider an investment in and/or an  advisory or
employment role with PM Alpha, (the “Engagement”), PM Alpha may disclose
certain business, financial and/or technical information to the Recipient which
PM Alpha considers confidential and/or proprietary, which may include but is not
limited to information concerning PM Alpha’s investment process, trade secrets,
financial data, product information, marketing materials, trading information,
portfolio characteristics, investment performance, personnel information and/or
client or customer information.  All such information, whether in physical,
electronic or other form, together with all materials prepared by the Recipient
based upon or reflecting such information, shall be hereinafter referred to as the
“Confidential Information”.

2.  With respect to Confidential Information disclosed by PM Alpha to the

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Recipient in connection with the Engagement, the Recipient shall:

(a)  restrict disclosure of the Confidential Information solely to its directors,
officers, employees, affiliates or advisors with a need to know such information
for purposes of performing its duties related to the Engagement
(“Representatives”), and advise those Representatives prior to their receiving the
Confidential Information of their obligation to protect the confidentiality of such
Confidential Information; provided, however, that the Recipient shall be
responsible for any act by its Representatives in violation of the terms of this
NDA to the same extent as if the Recipient had committed such act;
(b)  use, and require those Representatives receiving the Confidential
Information to use, the same degree of care with the Confidential Information as
is used with the Recipient’s own proprietary or confidential information, which
shall not be less than a reasonable degree of care; and
(c)  not use for its own use or benefit, or for the use or benefit of another, any and
all of the Confidential Information, except in furtherance of the Recipient’s
evaluation of the Engagement.

3.  Notwithstanding anything to the contrary herein, the Recipient shall have no

obligation to preserve the confidential nature of any Confidential Information
which:
(a)  was previously known to the Recipient on an unrestricted basis prior to the
date of this NDA;
(b)  is or becomes generally available to the public by means other than by
unauthorized disclosure; or
(a)  was or is independently developed by the Recipient without reference to any
information provided by PM Alpha hereunder.

4.  Disclosure of such Confidential Information shall not be precluded if

disclosure is required by law, including, without limitation, pursuant to the terms
of a subpoena or other similar process or in connection with a litigation,
arbitration or other proceeding; provided, however, that the Recipient shall, to
the extent permissible, give timely notice to PM Alpha prior to such disclosure
and shall reasonably cooperate with efforts by PM Alpha to obtain a protective
order or otherwise maintain the confidentiality of such Confidential Information.

5.  At any time upon PM Alpha’s request, the Recipient shall, and shall procure
that its Representatives, promptly return to PM Alpha or destroy all of the
Confidential Information (and all copies or duplicates of the same) furnished to
the Recipient or its Representatives, except to the extent copies are required to

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be kept by Recipient in order to comply with applicable law or regulation (for the
avoidance of doubt, any materials so retained shall remain subject to the terms of
this NDA).

6.  The Recipient acknowledges and agrees that damages alone would not be an
adequate remedy for PM Alpha for any breach of the terms of this NDA by the
Recipient.  Accordingly, PM Alpha shall be entitled to seek an equitable remedy
(without prejudice to any other rights or remedies that it may have) for any
threatened or actual breach of this NDA by the Recipient or its Representatives.

7.  The Recipient acknowledges that some or all of the Confidential Information is

or may be price sensitive information and that the use of such information may
be regulated or prohibited by applicable legislation, including securities laws
relating to insider dealing and market abuse, and the Recipient undertakes not to
use any Confidential Information for any unlawful purpose.

8.  This NDA shall benefit and be binding upon the parties hereto and their
respective successors and assigns; provided however, that the Recipient may not
assign its obligations hereunder without the prior written consent of PM Alpha

9.  This NDA and any dispute or claim (including non-contractual dispute or

claim) arising out of or in connection with it or its subject matter or formation
shall be governed by and construed in accordance with the laws of England and
Wales.  Each party irrevocably agrees that the Courts of England and Wales shall
have exclusive jurisdiction to settle any dispute or claim (including non-
contractual claims) arising out of or in connection with it or its subject matter or
formation.

10.  This NDA may be executed in counterparts, each of which shall be an original
and all of which together shall be deemed one and the same document.

11.  The invalidity or unenforceability of any provision of this NDA shall not affect
the validity or enforceability of any other provision of this NDA.

Company *

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