Mutual Non‑Disclosure Agreement

What this agreement is

This is a mutual confidentiality undertaking between you (and, where you are acting for an organisation, that organisation) and Ayden Advisory Group. It applies from the moment you accept it and it governs information exchanged in either direction, whether through this portal, in a meeting, by telephone, or in any other form.

It is deliberately short. Everything in it is intended to be legible to the person signing it rather than only to their counsel.

1. Confidential information

"Confidential information" means any non-public information disclosed by one party to the other in connection with a prospective or actual advisory engagement. It includes, without limitation: financial statements, models and projections; commercial terms, counterparty names and transaction details; business plans, strategy and research; client, supplier and employee information; technical and product information; the firm's analysis, methodologies, templates and written work product; and the existence, subject matter and status of any discussion or engagement between the parties.

Information is confidential whether or not it is marked as such, and whether it is disclosed before or after the date of acceptance.

2. What each party undertakes

Each party will: (a) keep the other's confidential information in confidence and protect it with at least the care it applies to its own confidential information, and in no case with less than reasonable care; (b) use it solely for the purpose of evaluating, negotiating or performing the advisory engagement, and for no other purpose; (c) disclose it only to those of its officers, employees and professional advisers who need it for that purpose and who are bound by obligations of confidentiality at least as protective as these; and (d) remain responsible for any breach by a person to whom it discloses.

Neither party will reverse-engineer, decompile or otherwise attempt to derive the underlying substance of materials provided in a processed or summarised form.

3. What is not confidential

These obligations do not apply to information that the receiving party can show: (a) was already lawfully in its possession without a duty of confidence; (b) is or becomes public through no act or omission of the receiving party; (c) is lawfully received from a third party entitled to disclose it; or (d) was independently developed without reference to the disclosing party's information.

4. Required disclosure

If a party is required to disclose confidential information by law, by a regulator, or by an order of a court or tribunal of competent jurisdiction, it may do so, provided that — to the extent it is lawfully able — it gives the other party prompt written notice, discloses only what is required, and co-operates at the other party's cost in any reasonable effort to limit or resist the disclosure.

5. The portal, and your account

Access to the client portal is personal to you. You will not share your credentials, and you will not permit any other person to use your account. Download links issued to you are time-limited and are issued for your use only; you will not forward them.

You will tell the firm promptly if you believe your credentials or a link have been disclosed to anyone else, or if your role changes such that you should no longer have access.

The firm records access to the portal — sign-ins, documents opened and documents downloaded — as a security and confidentiality control. You acknowledge that this record is kept and may be produced as evidence of access.

6. No licence, no warranty

Nothing in this agreement transfers ownership of, or grants any licence in, confidential information or any intellectual property, save the limited right to use it for the stated purpose.

Information is exchanged without warranty as to its accuracy or completeness, and neither party is obliged by this agreement to disclose anything, to enter into any transaction, or to continue any discussion.

7. Return and deletion

On written request, or on the conclusion of discussions without an engagement, each party will return or destroy the other's confidential information and confirm that it has done so. Each party may retain one copy to the extent required by law, regulation or its bona fide internal record-keeping or backup policy; anything so retained remains subject to these obligations for as long as it is held.

8. Duration

These obligations begin on acceptance and continue for five years from the later of the date of acceptance and the date of last disclosure — save that information constituting a trade secret remains protected for as long as it retains that character under applicable law, and personal data remains subject to applicable data protection law without time limit.

9. Remedies

Each party acknowledges that damages may not be an adequate remedy for a breach of this agreement, and that the other party may seek injunctive or other equitable relief in addition to any other remedy available to it.

10. General

This agreement is the entire agreement between the parties on its subject matter and supersedes any earlier understanding on confidentiality. It may be varied only in writing; where the firm revises it, you will be asked to accept the revised version before continuing to use the portal, and your earlier acceptance continues to govern the period in which it was in force.

If any provision is held unenforceable, the remainder continues in effect. A failure to enforce a provision is not a waiver of it.

The governing law and the courts having jurisdiction are those stated in the engagement letter for the relevant mandate. Where no engagement letter is in force, the parties will agree the governing law in writing before confidential information is exchanged in reliance on this agreement.

Acceptance

By ticking the acceptance box during registration you confirm that you have read this agreement, that you accept it, and that you are authorised to accept it on behalf of any organisation you have named. The firm records the version you accepted, the date and time, the network address and browser used, and a cryptographic digest of this exact text, so that what was agreed can be established later without dispute.