This non-disclosure agreement (the “Agreement”) is made at London, United Kingdom on


THE COACHING MASTERS GROUP LIMITED, a company registered under the laws of United Kingdom, having its registered office in London, United Kingdom. Represented herein by its authorized signatory, Mr. Lewis Raymond Taylor, hereinafter referred to as the “Company” (which expression, unless repugnant to the context shall mean and include its successors, representatives and permitted assigns etc.,)

AND  Citizen of hereinafter referred to as the “Investor”.

The Company and the Investor are hereinafter individually referred to as a "Party" and collectively the "Parties" as the context may require.

WHEREAS, the Parties hereto acknowledge that the Parties desire to engage in certain discussions with each other in order to evaluate a possible business relationship and in relation thereto each Party may furnish to the other Party with certain information which is confidential and proprietary in nature.


  1. Confidential Information.
    1. As used in this Agreement, the term “Confidential Information” shall mean all confidential or proprietary information and data, whether in electronic form or otherwise, disclosed by the either Party to the other and shall include, without limitation: (a) business plan, objectives, business ideas, business projections, proposed methodology of execution; (b) information regarding research, development, new service offerings and products, marketing and selling plans, budgets and unpublished financial statements, revenue, margins, markets, market opportunities, target market segmentation, pricing, target customers, strategy for marketing, sales, sales strategies (c)customer information of any kind, distribution arrangements, prices and costs and suppliers (d) the existence of any business discussions, negotiations or agreements between the parties; and (e) any information regarding the names, designations, skills and compensation of employees, contractors, vendors or other agents of the disclosing Party. The term Confidential Information shall also cover all information of like nature, disclosed to by the disclosing Party to the receiving Party, as part of the discussions/negotiations or otherwise prior to entering into this Agreement. In addition, the term ‘Confidential Information’ shall be deemed to include any notes, analyses, compilations, studies, interpretations, memoranda or other documents prepared by the disclosing Party or its representatives, agents or employees, which contain, reflect or are based upon, in whole or in part, any Confidential Information furnished to the receiving Party pursuant hereto.

    2. Notwithstanding the foregoing, the term ‘Confidential Information’ does not include information that the receiving Party can demonstrate -
      1. was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving Party.
      2. was independently developed by the receiving Party without any use of or access to the Confidential Information of the disclosing Party, as demonstrated by files created at the time of such independent development.
      3. becomes known to the receiving Party, without restriction, from a source other than the disclosing Party without breach of this Agreement by the receiving Party and otherwise not in violation of the disclosing Party’s rights.

    3. Confidential Information disclosed hereunder shall not be deemed to be within the foregoing exceptions merely because such Confidential Information is embraced by more general knowledge in the public domain or in the receiving Party’s possession. In addition, no combination of features shall be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in the receiving Party’s possession, unless the combination itself and its principles of operations are in the public domain or in the receiving Party’s possession.

  2. Use of Confidential Information.
    1. The receiving Party agrees to the following:
      1. to hold all Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the receiving Party employs with respect to the receiving Party’s confidential information).
      2. not to divulge any Confidential Information or any information derived therefrom to any third party. 

      3. not to make any use whatsoever, whether commercial or otherwise, at any time of such Confidential Information, except for the purposes agreed in writing between the Parties.

    2. The receiving Party shall ensure that the Confidential Information is not used for /disclosed by them to any other parties including the disclosing Party’s competitors or potential competitors of the disclosing Party, nor shall the receiving Party indulge directly or indirectly in any activities that may be considered to be prejudicial to the interest of the disclosing Party.

    3. In the event any disclosure is required to be made to a court of competent jurisdiction or governmental authority, the receiving Party will provide the disclosing Party with prompt prior written notice so that the disclosing Party may seek a protective order or other appropriate remedy, and the receiving Party shall exercise reasonable efforts to assist the disclosing Party in obtaining such order or remedy.

  3. Ownership of Confidential Information.
    1. The receiving Party agrees that the disclosing Party is and shall remain the exclusive owner of the disclosing Party’s Confidential Information and all shall own all patent, copyright, trade secret, trademark and other intellectual property rights therein. No license or conveyance of any such rights to the receiving Party is granted or implied under this Agreement.  

  4. Return or destruction of Confidential Information.
    1. The receiving Party shall, upon conclusion of the discussion between the Parties hereto, or at any earlier time upon the disclosing Party’s request, return or confirm to the disclosing Party destruction of all documents furnished to the receiving Party by or on behalf of the disclosing Party containing Confidential Information (and all copies and reproductions thereof, electronic or otherwise).

  5. Accuracy and Completeness.
    1. While the disclosing Party shall endeavour to furnish information, which it considers to be relevant for the receiving Party, neither the disclosing Party nor its representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information so provided. All Confidential Information is provided on an AS IS basis.  

  6. Good Faith.
    1. The Parties have agreed to enter into this Agreement in good faith, therefore each Party hereby acknowledges and accepts that it will take utmost care and all reasonable precautions to safeguard the Confidential Information with good faith. Further, each Party shall adhere to all the clauses of this Agreement in letter and spirit.  

  7. Continuing Obligations.
    1. Notwithstanding the termination or conclusion of the discussions between the Parties, each Party will continue to be bound by the obligations of confidentiality and other obligations, in perpetuity.

  8. Non-Compete.
    1. Both Parties agree not to solicit any individual, employee, business model, way of work, services or/and products from each other during the course of this agreement on individual basis during the contract period and for 3 years after the end of this contract. Each party shall be entitled to damages at law as well as injunctive relief in the event that the Other Party violates any of the terms of this section. Each Party agrees not to use Other Party’s Customers and Client's customer names as references and keep this agreement confidential unless authorized by Other Party in writing.

  9. Notices.
    1. Notices shall be effective if they’re sent in writing and upon receipt if delivered personally or by mail courier. The notice may even be sent through e-mails, it shall be assumed to be received to the other Party on the delivery of the said e-mail.

      Address of the Company, contact person and e-mail address:
      Address: The Coaching Masters Group Limited,
      International House, 142 Cromwell Road, SW7 4EF, London, United Kingdom

      Attention: Lewis Raymond Taylor - Chief Executive Officer

      Name, address and email of the Investor:

  10. Miscellaneous.
    1. The receiving Party shall indemnify the disclosing Party against any liability, claim, damages, actions or proceedings (including, without prejudice to the generality of the foregoing, all reasonable costs and expenses) which the disclosing Party may incur or suffer by reason of any breach of the terms, provisions, sections, clauses, conditions and stipulations of this Agreement by the receiving Party, or the actions, neglect or default of the receiving Party, or any of its employees or agents in the performance of the receiving Party’s obligations under this Agreement; or the proven infringement of the intellectual property rights, confidential information and trade secrets of any third party by the receiving Party. The responsibility or obligation to indemnify set forth in this Clause shall survive the termination of this Agreement.

    2. Without prejudice to any other rights or remedies which the disclosing Party may have, the receiving Party acknowledges and agrees that monetary damages would not normally be an adequate remedy for any breach by the receiving Party of the provisions of this Agreement and / or breach of confidence and the disclosing Party shall be entitled to the remedies of injunction, specific performance, and other equitable relief for any threatened or actual breach of any such provision by the receiving Party or any other relevant person and no proof of special damages shall be necessary for the enforcement by the disclosing Party of its rights under this Agreement.

    3. If any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

    4. This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof, superseding all prior agreements, written or oral.

    5. No failure or delay by the disclosing Party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial waiver thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.

    6. This Agreement may only be amended by the written approval of both Parties.

    7. This Agreement shall be governed by the laws of the United Kingdom. Disputes if any, under this Agreement shall be subject to the exclusive jurisdiction of Courts in the City of London, United Kingdom.

In Witness Whereof, the Parties have executed this Agreement as of the date first above written.


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Signed by The Coaching Masters Group Limited
Signed On: January 22, 2023

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January 22, 2023 6:54 am BSTNON-DISCLOSURE AGREEMENT Uploaded by The Coaching Masters Group Limited - IP