“Agreement”) is entered into by and between  [esigtextfield name="esig-sif-1658188061181" sadverify="III1ud1" size="undefined" label="Enter Name" displaytype="border" required="1" ] (hereinafter the “Disclosing
Party”) and Bahama Cap (hereinafter the “Receiving Party”), collectively known
as the “Parties”, as of this [esigdatepicker name="esig-sif-picker-1658188094663" label="" sadverify="III1ud1" mindate="" maxdate="" displaytype="border" readonly="1" required="1"] 

Article I: Confidential Information
A. Definitions. For the purposes of this Agreement, all information concerning the business and
affairs of the Disclosing Party is considered confidential and shall hereafter be referred to as
“Confidential Information.” Confidential Information includes, but is not limited to data, business
plans, marketing plans, business and personal financial statements, expense reports, income
records projections and budgets, sales information, and any other materials or information
provided or shown to the Receiving Party irrespective of the form or medium, and includes all
documents, records, notes, or other material containing or based in information included in the
B. Exceptions. Except as laid out in subsection (A) of this article, information is not deemed
confidential if, through clear and convincing evidence, the Receiving Party establishes that the
(i) was public knowledge at the time the Receiving Party obtained such information;
(ii) becomes public knowledge after Receiving Party obtains such information, through
no wrongful act or breach of agreement by the Receiving Party; or
(iii) is required to be disclosed under applicable law.
C. Copies. Any and all summaries, documents, notes or materials regarding Confidential
Information created or gathered by the Receiving Party shall also be considered Confidential
Information and shall be subject to the terms of this Agreement.
Article II: Property Rights
Receiving Party Acknowledges and agrees that the Confidential Information is and shall remain
the exclusive, valuable property of the Disclosing Party.
Article III: Non-Disclosure
A. Purpose. Receiving Party acknowledges and agrees that Confidential Information supplied
by the Disclosing Party is being made accessible solely on the understanding that the
knowledge derived therefrom is to be used exclusively for the purpose of providing the financial
management services to be outlined in a separate agreement
B. Confidentiality. Receiving Party agrees not to disclose Confidential Information to any third
party (individual, company, corporation, or other entity) without the consent of the Disclosing

Party or to use Confidential Information for any purpose other than the reasons mentioned in
section (A) of this article. Receiving Party further agrees not to disclose the fact that Confidential
Information has been exchanged, that discussions or negotiations are taking place concerning
any services to be provided.
C. Representatives. Receiving Party shall limit the availability of Confidential Information to its
employees and representatives who have a need to know, and who are directly involved in the
evaluation of the business and provision of services. It is the duty and responsibility of the
Receiving Party to inform each person to whom Confidential Information is transmitted that the
information is confidential and that its use and disclosure are subject to the terms and conditions
of this Agreement.
D. Legal Disclosure. Receiving Party may be required by law (through court or administrative
order, subpoena or other such legal proclamation) to disclose Confidential Information for the
purposes of aiding or taking part in a case involving a violation of the law. Receiving Party shall,
if legally permissible, promptly notify the Disclosing Party of any such demand for disclosure so
that the Disclosing Party may seek to make such disclosure subject to a protective order or
other appropriate remedy to preserve the confidentiality of the Confidential Information.
Notwithstanding the foregoing, if the Disclosing Party is unable to obtain a protective order, the
Receiving Party may be compelled to disclose such Confidential Information and will not be held
Article IV: Breach of Agreement
A. Indemnity. Receiving Party hereby agrees to hold the Disclosing Party harmless from any
damages, costs or liabilities and agrees to keep the Disclosing Party indemnified with respect to
damages arising out of or resulting from any unauthorized use or disclosure of the Confidential
Information or other violation of this Agreement.
B. Injunctive Relief. Receiving Party understands and agrees that a breach of this Agreement
on their part could cause the Disclosing Party irreparable harm, the extent of which would be
insurmountable, and the Disclosing Party is therefore entitled to equitable relief, including
injunctive relief and specific performance. Such remedies shall not be the exclusive remedies
for any breach of this Agreement but shall be in addition to all other remedies available at law or
in equity.
Article V: Survival
A. Termination. In the event of a successful transaction, upon termination of any relationship
between the Parties, or at any time upon the request of the Disclosing Party, the Receiving
Party shall promptly return and/or destroy all Confidential Information in its possession without
retaining any copies thereof. If the Disclosing Party requested the return of all Confidential
Information, and whether a transaction did or did not take place, the Receiving Party remains
bound to the terms and conditions of this Agreement in perpetuity.
B. Severability. Should any provision within this Agreement be found by a court of competent
jurisdiction to be invalid or unenforceable, such provision shall be modified, rewritten or
interpreted to include as much of its nature and scope as will render it enforceable. If the
provision cannot be modified to be enforceable in any respect, it will not be given effect, and the
remainder of the Agreement will be enforced as if such provision was not included.

Article VI: Entire Agreement
This Agreement constitutes the entire understanding between the Parties and supersedes any
and all prior or contemporaneous understandings and agreements, whether oral or written,
between the Parties, with respect to the subject matter hereof. This Agreement can only be
modified by a written amendment signed by the party against whom enforcement of such
modification is sought.
Article VII: Governing Law
The validity, construction and performance of this Agreement shall be governed and construed
in accordance with the laws of the Commonwealth of The Bahamas without giving effect to any
conflict of laws provisions thereof.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the dates


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Signature Certificate
Document name: BC NDA
lock iconUnique Document ID: c681e993f5aa051ba3e87488af6448ef8c417b7d
Timestamp Audit
July 18, 2022 11:51 pm GMT BC NDA Uploaded by Denzel Johnson - hello@bahamacap.com IP