Non-Disclosure Agreement

Effective as of August 2, 2018. Updated June 25, 2026.

This Mutual Non-Disclosure Agreement (the “Agreement”) sets out the terms under which PitchLift, Inc. (“PitchLift,” “we,” “us,” or “our”) and a current or prospective client, partner, or other counterparty (“Company,” “you,” or “your”) may exchange Confidential Information.

This Agreement applies when it is accepted, signed, incorporated by reference into an order form, proposal, statement of work, email, or other written agreement, or otherwise agreed to by both parties.

PitchLift and Company are each referred to as a “Party” and together as the “Parties.”

1. Purpose

The Parties may exchange Confidential Information in connection with evaluating, discussing, or performing pitch deck, financial model, strategic presentation, fundraising, advisory, design, consulting, or related services provided by PitchLift, or any other business relationship between the Parties (the “Purpose”).

2. Confidential Information

“Confidential Information” means any non-public business, technical, financial, strategic, operational, creative, commercial, or proprietary information disclosed by or on behalf of one Party to the other Party, whether disclosed orally, visually, electronically, in writing, or by any other means, and whether or not marked or identified as confidential, that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure.

Confidential Information includes, without limitation:

• business plans, pitch materials, investor materials, fundraising strategies, and financial information;

• customer, user, investor, partner, vendor, and market information;

• product plans, technology, software, designs, workflows, processes, formulas, inventions, developments, and know-how;

• sales, marketing, pricing, growth, and go-to-market strategies;

• creative concepts, brand materials, design files, narratives, copy, positioning, and presentation materials;

• trade secrets and other proprietary information;

• intellectual property, whether registered or unregistered; and

• notes, summaries, analyses, extracts, or other materials derived from Confidential Information.

“Disclosing Party” means the Party disclosing Confidential Information. “Receiving Party” means the Party receiving Confidential Information.

3. Non-Confidential Information

Confidential Information does not include information that the Receiving Party can demonstrate:

• is or becomes publicly available through no breach of this Agreement by the Receiving Party or its Representatives;

• was already known to the Receiving Party without restriction before it was disclosed by the Disclosing Party;

• is received by the Receiving Party from a third party without breach of any legal, contractual, or confidentiality obligation; or

• is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

The Receiving Party has the burden of proving that any of the above exclusions apply.

4. Confidentiality Obligation

The Receiving Party will:

• hold the Disclosing Party’s Confidential Information in confidence;

• use the Confidential Information solely for the Purpose;

• protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care;

• not disclose Confidential Information except as permitted under this Agreement; and

• promptly notify the Disclosing Party if it becomes aware of any unauthorized access, use, disclosure, loss, or compromise of Confidential Information.

5. Permitted use by PitchLift

Nothing in this Agreement prevents PitchLift from copying, adapting, summarizing, restructuring, editing, formatting, analyzing, or otherwise using Company’s Confidential Information as reasonably necessary to perform the Purpose, including creating pitch decks, financial models, written materials, strategic materials, visual materials, design work, or other agreed deliverables for Company.

PitchLift will not use Company’s Confidential Information for any purpose outside the Purpose without Company’s prior written consent.

6. Permitted disclosure to Representatives

The Receiving Party may disclose Confidential Information to its officers, directors, employees, affiliates, contractors, consultants, agents, legal counsel, accountants, financial advisors, and other professional representatives who need to know the information for the Purpose and who are informed of the confidential nature of the information or are otherwise bound by confidentiality obligations.

Each Party is responsible for any breach of this Agreement by its Representatives.

7. Required disclosure

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, subpoena, court order, government authority, or other legal process.

Unless legally prohibited, the Receiving Party will provide the Disclosing Party with prompt written notice of the required disclosure so that the Disclosing Party may seek confidential treatment, a protective order, or another appropriate remedy. The Receiving Party will reasonably cooperate with those efforts at the Disclosing Party’s expense.

If disclosure is required, the Receiving Party will disclose only the portion of Confidential Information legally required to be disclosed.

8. Ownership and no license

Each Party retains all rights, title, and interest in and to its own Confidential Information and intellectual property.

No license, assignment, transfer, or other right to any Confidential Information or intellectual property is granted under this Agreement, except for the limited right to use Confidential Information as necessary for the Purpose.

All materials, work product, and deliverables created by PitchLift will be governed by the applicable proposal, order form, statement of work, services agreement, or other written agreement between the Parties.

9. Return or destruction of Confidential Information

Upon the Disclosing Party’s written request, the Receiving Party will return or destroy the Disclosing Party’s Confidential Information in its possession or control, except that the Receiving Party may retain copies:

• as required by law, regulation, professional obligation, or internal compliance policy;

• in automatic backups or ordinary-course archival systems; or

• as reasonably necessary to document its work, enforce its rights, or comply with legal obligations.

Any retained Confidential Information remains subject to this Agreement.

10. Securities law acknowledgment

Each Party acknowledges that Confidential Information may include material, non-public information about companies, securities, financing activities, investment opportunities, or other matters.

The Receiving Party will not use Confidential Information in violation of applicable securities laws, including laws relating to insider trading, tipping, market manipulation, or unlawful offers or solicitations of securities.

Nothing provided under this Agreement is intended to constitute an offer to sell, or a solicitation of an offer to buy, securities. Any such offer may be made only through appropriate offering materials and in compliance with applicable law.

11. Term and survival

This Agreement begins on the earlier of:

• the date this Agreement is accepted, signed, incorporated by reference, or otherwise agreed to by both Parties; or

• the date Confidential Information is first disclosed in connection with the Purpose.

Either Party may terminate this Agreement by providing written notice to the other Party. Termination does not affect any confidentiality obligations relating to Confidential Information disclosed before termination.

The Receiving Party’s confidentiality obligations will continue for three (3) years from the date of disclosure. For any Confidential Information that constitutes a trade secret under applicable law, the confidentiality obligations will continue for as long as the information remains a trade secret.

12. No obligation to proceed

Nothing in this Agreement requires either Party to enter into any transaction, engagement, investment, partnership, services agreement, or other business relationship.

Either Party may end discussions or negotiations at any time for any reason, subject to its continuing obligations under this Agreement.

13. No warranties

All Confidential Information is provided “as is.” The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, or reliability of any Confidential Information, except as may be expressly set out in a separate written agreement between the Parties.

14. Equitable relief

Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate.

The Disclosing Party may seek injunctive or other equitable relief to prevent or remedy any actual or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.

15. Dispute resolution

Any dispute, claim, or controversy arising out of or relating to this Agreement will be resolved by neutral, binding arbitration, except that either Party may seek injunctive or equitable relief in court to prevent unauthorized use or disclosure of Confidential Information.

The arbitration will be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will take place in Travis County, Texas, unless the Parties agree otherwise in writing.

Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Each Party will bear its own attorneys’ fees, expert fees, and arbitration expenses, except to the extent otherwise required by law or awarded by the arbitrator.

16. Governing law and venue

This Agreement is governed by the laws of the State of Texas, without regard to conflict of laws principles.

To the extent any claim or dispute is not subject to arbitration, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas.

Each Party waives any right to a jury trial in any legal proceeding arising out of or relating to this Agreement.

17. Notices

Notices to PitchLift must be sent to:

PitchLift, Inc.
2407 S. Congress Ave., Ste. E., #452
Austin, TX 78704
Email: admin@pitchlift.co

Notices to Company will be sent to the email address, physical address, or other contact information Company provides to PitchLift.

Notices are effective upon receipt, except that email notices are effective when sent unless the sender receives an automated delivery failure notice.

18. Assignment

Neither Party may assign this Agreement without the other Party’s prior written consent, except that either Party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, sale of substantially all of its assets, or similar transaction, provided that the assignee assumes the assigning Party’s obligations under this Agreement.

19. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. The invalid, illegal, or unenforceable provision will be interpreted or modified to the minimum extent necessary to make it valid and enforceable.

20. Waiver

A Party’s failure or delay in exercising any right under this Agreement does not waive that right. A waiver is effective only if made in writing and applies only to the specific instance identified in the waiver.

21. Amendments

This Agreement may be amended or modified only by a written agreement signed by both Parties or otherwise expressly agreed to in writing by both Parties.

PitchLift may update the website version of this Agreement from time to time, but any such update will not amend an Agreement already accepted, signed, or incorporated by reference unless both Parties agree to the updated version.

22. Entire agreement

This Agreement represents the entire understanding between the Parties concerning its subject matter and supersedes all prior or contemporaneous discussions, negotiations, or agreements relating to that subject matter.

If this Agreement is incorporated into another written agreement between the Parties and there is a conflict between this Agreement and that written agreement, the written agreement will control to the extent of the conflict.

23. Counterparts and electronic acceptance

This Agreement may be accepted or executed electronically and in counterparts, each of which will be deemed an original and all of which together will constitute one agreement.

Electronic signatures, emailed confirmations, click-through acceptance, or incorporation by reference into an order form, proposal, statement of work, or other written agreement will have the same legal effect as an original signed copy, to the fullest extent permitted by law.