SAMPLE MUTUAL NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made as of [Date], by and between Rick Fulton, LLC (“Advisor”) and [Founder’s Company Name] (“Company”).

1. Purpose The parties wish to explore a potential business opportunity or transaction involving M&A advisory, strategic partnerships, or acquisition sourcing (the “Purpose”). In connection with the Purpose, each party may disclose to the other certain confidential and proprietary information.

2. Definition of Confidential Information “Confidential Information” means all non-public information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. This includes, but is not limited to:

  • Financial Data: ARR, EBITDA, churn rates, and cap tables.

  • Technical Data: Source code, product roadmaps, and security protocols.

  • Business Data: Customer lists, co-sell partner identities, and pipeline data.

3. Obligations of Receiving Party The Receiving Party shall:

  • Use the Confidential Information only for the Purpose stated above.

  • Protect the information using at least the same degree of care it uses for its own secrets (but no less than a reasonable degree of care).

  • Limit disclosure to employees or contractors who "need to know" and who are bound by similar confidentiality obligations.

4. Exclusions Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was already known prior to disclosure; or (c) is independently developed without use of the Disclosing Party’s information.

5. Term and Survival This Agreement covers disclosures made within one (1) year of the date above. The obligations of confidentiality shall survive for a period of three (3) years from the date of disclosure (except for trade secrets, which shall be protected indefinitely).

6. No Obligation or Warranty This Agreement does not obligate either party to proceed with any transaction. All information is provided “AS IS” without warranty of any kind.

7. Governing Law This Agreement shall be governed by the laws of the State of North Carolina.

8. Signatures

Rick Fulton, LLC

By: __________________________ (Signature)

Name: Rick Fulton

Title: Principal

Date: ________________________

Company [Founder’s Company Name]

By: __________________________ (Signature)

By: __________________________ (Printed Name)

Title: ________________________

Date: ________________________