Mutual Non-Disclosure Agreement
Signed before diligence with an operator or a funder. Mutual, two years, with the carve-outs that matter.
MUTUAL NON-DISCLOSURE AGREEMENT
Between JFK IMPORT-EXPORT LLC (trading as JFKIE LLC), a limited liability company organised in Virginia, United States, since October 2003, of [REGISTERED ADDRESS] ("JFKIE LLC"), and [COUNTERPARTY LEGAL NAME], of [ADDRESS] (the "Counterparty"), each a "Party".
Dated 19 August 2026.
1. Purpose. The Parties wish to evaluate a possible supply chain finance programme under which JFK IMPORT-EXPORT LLC would purchase receivables owed by the Counterparty or owed to its subcontractors (the "Purpose"). Each Party may disclose confidential information for that Purpose only.
2. Confidential Information. Information disclosed by or for a Party, in any form, that is marked confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. It includes, without limitation: commercial terms, pricing, funding arrangements, accounting and payables data, supplier and counterparty identities, the design and operation of JFKIE LLC's control and scoring methods, and the existence and content of discussions between the Parties.
3. Obligations. The Receiving Party shall: (a) use Confidential Information only for the Purpose; (b) not disclose it except as permitted in clause 4; (c) protect it with at least the care it applies to its own confidential information, and in no case less than reasonable care; and (d) not reverse engineer, decompile or attempt to derive the design of any system, method or model disclosed to it.
4. Permitted disclosure. The Receiving Party may disclose Confidential Information to its employees, officers, professional advisers and, in JFKIE LLC's case, its funders, in each case only to those who need it for the Purpose and who are bound by confidentiality obligations no less protective than these. The Receiving Party remains responsible for their compliance.
5. Compelled disclosure. Disclosure required by law, regulation, court order or a regulator is permitted, provided the Receiving Party gives prompt written notice where lawful to do so, discloses only what is required, and uses reasonable efforts to obtain confidential treatment.
6. Exceptions. These obligations do not apply to information that: (a) is or becomes public other than by breach of this agreement; (b) was lawfully known to the Receiving Party without restriction before disclosure; (c) is lawfully received from a third party free to disclose it; or (d) is independently developed without use of the Disclosing Party's Confidential Information, as shown by contemporaneous records.
7. Personal data. Where Confidential Information includes personal data, each Party shall process it only for the Purpose and in accordance with applicable data protection law. Nothing in this agreement authorises processing personal data for any other purpose.
8. No licence, no obligation. Nothing here grants any right in any intellectual property, or obliges either Party to disclose anything, to proceed with any transaction, or to refrain from dealing with any third party — subject to any separate non-circumvention agreement between the Parties.
9. Return and deletion. On written request, the Receiving Party shall return or destroy Confidential Information and confirm it has done so, except copies required to be retained by law, regulation or bona fide internal backup and archiving policy, which remain subject to this agreement for as long as they are retained.
10. Term. This agreement takes effect on the date above and continues for two years. Confidentiality obligations survive for a further three years from expiry, and indefinitely as to any information constituting a trade secret under applicable law for so long as it remains a trade secret.
11. Remedies. Damages may be an inadequate remedy for breach. Each Party may seek injunctive or other equitable relief without proving actual damage and without posting security, in addition to any other remedy.
12. No warranty. Confidential Information is provided as is. Neither Party warrants its accuracy or completeness, except as may be set out in a definitive signed agreement.
13. Governing law and disputes. This agreement is governed by State of Delaware, United States. Disputes shall be finally resolved by arbitration seated in Wilmington, Delaware, United States under the International Centre for Dispute Resolution (ICDR), in English, before a single arbitrator. Either Party may apply to the Court of Chancery of the State of Delaware, or where it lacks jurisdiction, the state and federal courts sitting in Delaware, or any other court of competent jurisdiction, for urgent interim relief.
14. General. This is the entire agreement between the Parties as to confidentiality and supersedes prior understandings on that subject. Amendments must be in writing and signed. Neither Party may assign without the other's written consent, except to an affiliate or in connection with a transfer of substantially all its business. If any provision is unenforceable, the rest continues. This agreement may be signed electronically and in counterparts, each of which is an original.
15. Language. This agreement is executed in English and in French. In the event of any inconsistency, the English version governs.
JFKIE LLC
Name: ______________________ Title: ______________________ Date: 19 August 2026
[COUNTERPARTY LEGAL NAME]
Name: ______________________ Title: ______________________ Date: 19 August 2026