Universal NCNDA

NON-CIRCUMVENTION & NON-DISCLOSURE AGREEMENT (NCNDA) GLOBAL DEAL FORCE, INC. ("G-FORCE") UNIVERSAL NCNDA — EFFECTIVE FOR ALL PARTIES This Non-Circumvention, Non-Disclosure Agreement ("Agreement") is entered into as of the date of electronic signature below, by and between Global Deal Force, Inc. ("G-Force"), a Florida corporation, and the undersigned party ("Signatory"), collectively referred to as the "Parties." RECITALS WHEREAS, the Parties desire to explore and/or engage in business transactions, deals, projects, and related activities through the G-Force platform; and WHEREAS, in the course of such activities, confidential and proprietary information may be shared between the Parties, including but not limited to business contacts, financial data, deal structures, client identities, project details, and technology; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. DEFINITIONS 1.1 "Confidential Information" means any and all non-public information disclosed by one Party to another, whether orally, in writing, electronically, or by any other means, including but not limited to: business plans, financial projections, client lists, deal terms, fee structures, technology specifications, trade secrets, proprietary processes, and any information marked or reasonably understood to be confidential. 1.2 "Protected Contacts" means any individuals, entities, or organizations introduced by one Party to another through the G-Force platform, direct communication, or any related business activity. 1.3 "Deal" means any transaction, project, investment, joint venture, syndication, loan, or business arrangement facilitated through or related to the G-Force platform. 2. NON-DISCLOSURE OBLIGATIONS 2.1 Each Party agrees to hold all Confidential Information in strict confidence and shall not disclose, publish, or otherwise reveal any Confidential Information to any third party without the prior written consent of the disclosing Party. 2.2 Each Party shall use Confidential Information solely for the purpose of evaluating and/or participating in Deals through the G-Force platform. 2.3 Each Party shall protect Confidential Information with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care. 2.4 These obligations shall survive the termination of any Deal and shall remain in effect for a period of five (5) years from the date of disclosure. 3. NON-CIRCUMVENTION OBLIGATIONS 3.1 No Party shall, directly or indirectly, contact, deal with, or otherwise become involved with any Protected Contact for the purpose of circumventing, avoiding, or bypassing the other Party's role, compensation, or participation in any Deal. 3.2 No Party shall attempt to divert, redirect, or appropriate any business opportunity, deal flow, or commercial relationship introduced through the G-Force platform. 3.3 This non-circumvention obligation shall remain in effect for a period of three (3) years following the last interaction between the Parties regarding any specific Deal. 3.4 In the event of circumvention, the circumventing Party shall be liable for the full commission, fee, or compensation that would have been earned by the circumvented Party, plus any damages, legal fees, and costs incurred. 4. SCOPE OF APPLICATION 4.1 This Agreement applies universally to ALL parties who access, use, or participate in any capacity on the G-Force platform, including but not limited to: Sponsors, Core Team Members, Investors, Clients, Subcontractors, Advisors, and any other participants. 4.2 Execution of this Agreement is MANDATORY prior to accessing any Deal information, participating in any transaction, or viewing any Confidential Information on the G-Force platform. 4.3 No party may proceed with any Deal-related activity until this Agreement has been fully executed. 5. REMEDIES 5.1 The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages alone would be inadequate. Accordingly, the non-breaching Party shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies, in addition to all other remedies available at law. 5.2 The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs. 6. GENERAL PROVISIONS 6.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws provisions. 6.2 Jurisdiction: Any disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located in the State of Florida. 6.3 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements. 6.4 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. 6.5 Amendments: This Agreement may not be amended except by a written instrument signed by both Parties. 6.6 Electronic Signatures: The Parties agree that electronic signatures shall have the same legal force and effect as original signatures. 6.7 Assignment: This Agreement may not be assigned by either Party without the prior written consent of the other Party. BY SIGNING BELOW, THE SIGNATORY ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.