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Non-Disclosure Agreement


Private Markets Alpha, Limited incorporated in England and Wales (Company Number: 13704424) with its registered office address at 11 Blackheath Village, London, United Kingdom, SE3 9LA and its affiliates (together, “PM Alpha”)


the “Platform User.”

The Platform User may be interested in assessing the possibility for subscribing, on behalf of the Platform User or another (or in distributing to its existing or potential clients), for an interest in one or more funds offered on the PM Alpha platform”), each such fund a target portfolio fund (the “Target Fund”). PM Alpha Fund will set up funds or financial products which intend to invest in one or more Target Funds (each a “PM Alpha Fund”), which will be managed by a general partner affiliated with PM Alpha (the “General Partner. In connection with the evaluation of such potential interest by the Platform User (for itself or its clients) in the use of PM Alpha services (the “Evaluation”), the Platform User wishes to obtain certain Confidential Information (as defined below) with respect to, inter alia, the General Partner, the PM Alpha Fund, the Target Funds and their affiliates (the “Permitted Use”).

1. The term “Confidential Information” means any and all business, financial, technical and non-technical information provided by PM Alpha, PM Alpha affiliates and/or subsidiaries, the General Partner or their affiliates to the Platform User, which may include without limitation information regarding: (a) PM Alpha; (b) the PM Alpha Funds; (c) the Target Funds; and (d) all other information that the Platform User knew, or reasonably should have known, was the Confidential Information of PM Alpha, the General Partner, a PM Alpha Fund or a Target Fund.

2. Subject to clause 3, the Platform User agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party any Confidential Information, except as approved in writing by PM Alpha, and will use the Confidential Information for no purpose other than the Permitted Use. The Platform User agrees to apply the same security measures and degree of care to the Confidential Information as the Platform User applies to its own confidential information, which the Platform User warrants as providing adequate protection from unauthorised disclosure, copying or use. The Platform User will limit access to the Confidential Information to those of its employees or authorised representatives who have a need to know the Confidential Information for the Permitted Use and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein.

3. The Platform User will not have any obligations under this Agreement with respect to any Confidential Information which:

(a) at the time of its disclosure was in the public domain;

(b) after disclosure came into the public domain for a reason except the failure of the Platform User to comply with the terms of this Agreement;

(c) was lawfully in the Platform User’s possession prior to such disclosure;

(d) was subsequently communicated to the Platform User from a third party without obligations of confidentiality; or

(e) was developed by employees or agents of the Platform User who had no access to any Confidential Information.

4. Notwithstanding the above, the Platform User may disclose certain Confidential Information, without breaching the terms of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that the Platform User provides PM Alpha with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist PM Alpha in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.

5. The Platform User will immediately notify PM Alpha in the event of any loss or unauthorised disclosure of any Confidential Information.

6. Confidential Information is and shall remain the sole property of PM Alpha or the respective fund manager, as applicable. The Platform User recognises and agrees that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information disclosed under this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information.

7. Confidential Information will not be reproduced in any form except as required to fulfil the purpose of this Agreement. Any reproduction of any Confidential Information will remain the property of PM Alpha and will contain any and all confidential or proprietary notices that appear on the original, unless otherwise authorised in writing by PM Alpha.

8. This Agreement will terminate upon closure of the Platform User’s account on the PM Alpha platform. The Platform User’s obligations under this Agreement will survive termination of this Agreement and will be binding upon the Platform User’s successors and assigns. The Platform User’s obligations with respect to all Confidential Information will terminate only pursuant to clause 4.

10. The Platform User acknowledges that: (a) he or she is solely responsible for the evaluation of the Evaluation and the business and financial information relating to a PM Alpha Fund and a Target Fund; (b) the Confidential Information supplied does not imply a representation, warranty or guarantee (express or implied) as to its accuracy and completeness; (c) the Confidential Information supplied in no way constitutes an offer for a subscription into any fund; and (d) the Confidential Information may not be relied on for any purpose.

11. This Agreement and any non-contractual obligations arising from or connected with it shall be governed by and this Agreement shall be construed in accordance with English law. The Parties irrevocably agree that the courts of England and Wales are to have jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and the Parties 12. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

13. The Platform User will not assign, sub-contract or deal in any way with any of its rights or obligations under this Agreement without the prior written consent of PM Alpha.

14. Each of the PM Alpha Fund, the General Partner, and the Target Fund are specifically included herein as an intended third party beneficiary of this Agreement with authority to enforce any portion relevant to it.

15. This Agreement along with the PM Alpha platform terms of service available at [CHLOE TO INCLUDE website] (the “Terms”) constitute the entire agreement between PM Alpha and the Platform User and supersede and extinguish all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. For the avoidance of doubt, the structuring of any vehicles and investment services to a Platform User by PM Alpha shall be governed by a separate agreement and such agreement shall not be superseded by this Agreement. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement or the Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

16. No modification of or amendment to this Agreement will be effective unless agreed upon in writing by PM Alpha and the Platform User.

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