NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the “Agreement”) is concluded on __________, 2023 by and

between the following parties:
NAME Company (the “Disclosing Party”), and
NAME, Passport № __________, date of issue __________________, date of expiry ____________
(the “Receiving Party”)
Each of the aforementioned are hereinafter referred to as the “Party” and collectively – as
the “Parties”.

WHEREAS:
A. The Disclosing Party considers providing certain information to the Receiving Party, which could
be related to the Disclosing Party’s business, clients and/or its related parties (including the
Disclosing Party’s shareholders, affiliates or any of their representatives or advisers, and all
entities related to such Party via its direct or indirect ownership) (the “Business”) some (or all) of
which may be considered Confidential Information (as defined below);
B. The Parties decided to agree on the terms and conditions for disclosure of such Confidential
Information by the Disclosing Party and the rules governing its use and protection by the
Receiving Party.

THEREFORE, the Parties agreed as follows:

1. CONFIDENTIAL INFORMATION
1.1. The term “Confidential Information” shall mean all information and data relating to
the Disclosing Party or the Business, including but not limited to:
(a) any information on your remuneration, any information on remuneration of clients, agents,
consultants, influencers, directly or indirectly working with Admidas or any group company
related to Admidas;
(b) any information on clients’ financial results, outreach activities, best methods and algorithms
in running effective promo campaigns;
(c) any and all financial, legal, technical, commercial or other information (regardless of the
medium in which it is recorded or preserved and whether oral, written or otherwise), including,
but not limited to, information of Disclosing Party and/or its suppliers, customer lists and
customers (including, but not limited to, customers of the Disclosing Party on whom the
Receiving Party called or with whom he or she became acquainted during the term of the
contract, sales, know-how, inventions, patents, staff, business, processes, planning and
personal information and data, any selling algorithms, script for clients, overall presentation
on the company and/or its related parties, which is disclosed for the purposes and in relation
to the Business;
(d) such reports, interpretations, forecasts, analyses, compilations, studies and other materials
prepared by the Receiving Party to the extent they contain or reflect, or are otherwise
generated from (in whole or in part) information falling within paragraph (a) above; and
(e) any other information that has real or potential commercial value because it is not known to
third parties and that cannot be freely accessed due to Disclosing Party’s reasonable
attempts to secure its confidentiality, as well as any other information the Disclosing Party has
indicated as confidential, or any information which due to its content or disclosure
circumstances should be reasonably comprehended as such
If the Receiving Party is not sure whether certain information is Confidential Information, the
Receiving Party shall consult with the Disclosing Party.
1.2. Information or data shall not be deemed Confidential Information if or when, and to the extent
that the Receiving Party can prove that such Confidential Information is or becomes generally
available to the public or enters the public domain other than due to a breach of this Agreement.

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2. PROTECTION OF CONFIDENTIAL INFORMATION
2.1. The Receiving Party shall:
(a) use the Confidential Information only for the purpose of evaluating or pursuing a business
relationship with the Disclosing Party (the “Purpose”);
(b) treat all Confidential Information as being strictly confidential and implement and maintain all
such technical and organizational security measures as may be reasonably available
(having regard to technical developments at the time) and as are appropriate in the
circumstances to protect Confidential Information against unauthorized or unlawful
processing, accidental loss, distribution or damage;
(c) in case the Confidential Information includes personal data, follow the Disclosing Party’s
instructions on processing personal data and adhere to the applicable data protection
regulation;
(d) not, without the express prior written consent of the Disclosing Party, disclose any
Confidential Information to any person.
2.2. Notwithstanding the foregoing, disclosure of Confidential Information is not considered a breach
of this Agreement if the Receiving Party is required to disclose it by applicable law or a court of
competent jurisdiction, but only to the minimum extent of such requirement and provided that the
Receiving Party, to the extent permitted by applicable law, gives the Disclosing Party prior
advance notice before making such disclosure so as to afford the Disclosing Party a reasonable
opportunity to object to and obtain a protective order or other appropriate relief regarding such
disclosure.
2.3. The Receiving Party shall immediately notify the Disclosing Party in writing if it becomes aware
that the Confidential Information has been disclosed to an unauthorised third party or breach of
any other undertaking indicated in section 2.1 above, and take all reasonable measures to
prevent or reduce damage to the Disclosing Party.
2.4. Disclosed information (including any Confidential Information) remains the property of
the Disclosing Party. Disclosure under this Agreement shall not be construed as granting the
Receiving Party any right or license to any Confidential Information. The Receiving Party does
not acquire any intellectual property rights under this Agreement except the limited rights
necessary to use the Confidential Information for the Purpose.
2.5. The Disclosing Party makes no representation or warranty as to the accuracy, completeness or
otherwise of the Confidential Information supplied, and the Receiving Party agrees that it is
responsible for making its own evaluation of such information.
2.6. On the Disclosing Party’s written request, the Receiving Party shall promptly:
(a) return to the Disclosing Party all Confidential Information (and any documents, tangible
materials and copies of it) in the Receiving Party’s control or possession;
(b) delete and destroy all Confidential Information from any computer or data storage system
into which it was entered; and
(c) if required by the Disclosing Party at any time, certify in writing that the provisions of
paragraphs (a) and (b) above have been complied with.

3. LIABILITY
3.1. Upon infringement of this Agreement, the Receiving Party shall cover all and any losses and
damages incurred by the Disclosing Party due to such infringement of this Agreement by the
Receiving Party or any of its Representatives.
3.2. Due to the fact that the unauthorized disclosure or use of any Confidential Information would
cause irreparable harm and significant injury, the degree of which may be difficult to ascertain,
each Party agrees that the Disclosing Party will have the right to obtain an immediate injunction
enjoining any breach of this Agreement, without the requirement of a bond of any kind or nature,
as well as the right to pursue any and all other rights and remedies available at law or in equity
for such a breach.

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4. MISCELLANEOUS
4.1. Validity and Termination. This Agreement shall be valid for 3 (three) years after its signing
date, unless terminated by either Party earlier. Each Party shall have the right to terminate the
Agreement at any time upon 30 (thirty) days advance written notice to the other Party. The
Receiving Party’s obligations under this Agreement shall survive the termination of the
Agreement and remain valid between the Parties for 7 (seven) years and shall be binding upon
the Receiving Party’s heirs, successors and assignees.
4.2. Applicable Law and Dispute Resolution. The Parties mutually acknowledge and agree that
this Agreement shall be construed and enforced in accordance with the laws of the England and
Wales to the exclusion of the conflicts of laws provisions thereof. All claims, disputes, or other
differences including but not limited to all claims, defenses, counterclaims, disputes or other
differences arising from or relating in any way to this Agreement, shall be resolved by the courts
of England.
4.3. Notices. All notices and other communications made or to be made under this Agreement shall
be in writing and shall be delivered either personally (against signature), via electronic, registered
or courier mail, and shall be deemed delivered: (i) when delivered personally (against signature),
via registered or courier mail - upon delivery, (ii) when sent via electronic mail – upon
acknowledgment of receipt. All such communication shall be made in English and shall be given
to the addressees listed in the first page of this Agreement. Each Party may change the
addresses given above or designate additional addresses for the purposes of this Section by
giving the other Party a notice of the new address in writing.
4.4. Severability. If any provision of this Agreement is held to be invalid or unenforceable, all other
provisions will remain in full force and effect and will not in any way be impaired. The Parties
agree to replace the invalid or unenforceable provision by a valid or enforceable provision, which
shall best reflect the Parties’ original intention and shall to the maximum extent possible achieve
the same economic result.
4.5. Assignment. The Receiving Party shall not have the right to assign or transfer any rights or
obligations under this Agreement without the express prior written consent of the Disclosing
Party.

IN WITNESS WHEREOF, the Parties hereto have caused this Non-Disclosure Agreement to be
executed as of the date of the signing of this Agreement by both Parties.

NAME NAME

Date of birth:

Mexican passport:
date of issue:
date of expiry:

Residential address:

e-mail:  
tel.
Signature
Director

__________________ / __________________/ NAME

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