Non-Disclosure Agreement

THIS AGREEMENT (this “Agreement”) is made and entered into as of the date of the submission of this form by and between Norfolk Capital LLC (“NC” or the “Disclosing Party”), a Massachusetts limited liability company, and the potential investor listed below as a signatory hereto (the “Potential Investor” or the “Receiving Party”) (together with NC, the “Parties”).
WHEREAS, NC would like to invite the Potential Investor to invest in NC (the “Investment”); and WHEREAS, for the purpose of reviewing and evaluating such direct Investment in NC by the Potential Investor (the “Permitted Purpose”), NC wishes to disclose to the Potential Investor from time-to-time certain Information (defined below) subject to the terms and conditions set forth in this Agreement;

NOW THEREFORE, the Parties, intending to be legally bound, hereby agree as follows:

1. Non-Disclosure
The Receiving Party agrees (a) it is requesting the Information for itself in good faith for the sole purpose of its own direct Investment in NC to be made with its own funds and not as agent or representative of, or conduit for or using the funds of, any other person, whether or not such other person Is affiliated or related to the Potential Investor, (b) to hold all of its Information in confidence, (c) to use such Information solely for the Permitted Purpose and (d) to share, save and retain internally such Information solely on a “need-to-know” basis for the Permitted Purpose.

• “Information” means, all information supplied to the Receiving Party or its advisors or Affiliates (as defined below) by the Disclosing Party or its advisors and Affiliates, whether in writing or orally that relates to NC or its affiliates or that is otherwise clearly identified or labeled as proprietary or confidential when supplied and includes, in any event, (x) all pitchbooks, private placement memoranda and financial statements of NC and (y) all notes, analyses, compilations, studies or other documents or records prepared by the Disclosing Party or others, which contain or reflect or are generated from such information; provided, that non-financial information disclosed orally that is not clearly identified as proprietary or confidential when supplied shall nevertheless constitute “Information” hereunder if it is identified as confidential or proprietary in a written email or memorandum delivered to the Receiving Party within sixty (60) days after such disclosure.

• Notwithstanding the definition above the term “Information” does not include information that satisfies the following: is or becomes publicly available other than through a breach of this Agreement; is obtained by the Receiving Party on a non-confidential basis from anyone other than the Disclosing Party, whether before or after its receipt from the Disclosing Party; or is developed independently by the Receiving Party without relying on, and using personnel having had access to, its Information.
2. Affiliates and Advisors
Notwithstanding Section 1 above, the Receiving Party may disclose its Information to each of the following persons: its Affiliates and any of its or its Affiliates’ directors, officers, employees and each of their respective attorneys, in each case only if they were made aware of, and have agreed to comply with, this Agreement. “Affiliate” of a Party means any legal entity that controls, or is controlled by, or is under common control with, such Party - where “control” means the direct or indirect ownership of fifty (50) percent or more of the voting rights. The Receiving Party shall ensure that all persons receiving Information pursuant to this Section 2 comply with this Agreement as if they were the Receiving Party and the Receiving Party shall be responsible hereunder for their failure to do so.
3. Disclosures Required by Law
Notwithstanding Section 1 above, the Receiving Party may, without liability, make any disclosure that is required under any law or regulation or required in connection with any action, investigation or proceeding; provided, that the Receiving Party agrees to limit such disclosure to what is legally required, to request any protection for the Information legally available to it and, to the extent legally permissible, to notify the Disclosing Party of any disclosure made pursuant to this sentence either (x) to the extent legally permissible, prior to such disclosure in order to provide the Disclosing Party with sufficient time to obtain legal protection appropriate to prevent or limit such disclosure or (y) in any case, promptly thereafter. The Receiving Party agrees that, at the expense of the Disclosing Party and except as Legally Required, the Receiving Party shall cooperate with reasonable requests of the Disclosing Party with respect to any such disclosure and any legal protection the Receiving Party seeks to obtain with respect thereto.
4. Securities Laws
The Receiving Party represents and warrants that it is familiar with the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and other applicable securities laws and regulations (the “Securities Laws”) and understands that the Information contains non-public information. The Receiving Party represents and warrants that it has adequate internal policies, procedures and safeguards in place to prevent the misuse of any material non-public information and to ensure that all of the trading of the Receiving Party and all persons receiving the Information pursuant to this Agreement is and will be conducted in compliance with all Securities Laws.
5. Termination
This Agreement shall expire on the earlier of (a) the third anniversary of the date of the last receipt of Information by the Receiving Party and (b) the date of execution of definitive agreements with respect to the Investment between, among others, the Parties and their Affiliates and that contain a confidentiality undertaking by the Parties. The Receiving Party agrees that, on the date of expiration of this Agreement, it shall, at its option, return to the Disclosing Party or destroy all Information; provided that it may keep any copies required to be kept by its compliance procedures of general application and any back-up copies automatically generated by computer systems so long as, in each case, such copies remain subject to this Agreement regardless of the termination hereof until such copies are destroyed.
6. Indemnification
The Receiving Party hereby agree to indemnify, defend and hold harmless the Disclosing Party and its Affiliates and their respective directors, officers, employees and advisors (the “Indemnified Parties”), from and against any damages, losses, costs, liabilities and expenses (including, without limitation, attorneys’ fees and the cost of enforcing this indemnity) suffered by the Indemnified Party arising out of or resulting from any unauthorized use or disclosure of Information by the Receiving Party, its Affiliates or any other party to whom such Receiving Party has disclosed Information or otherwise as a result of a breach of this Agreement by the Receiving Party, its Affiliates or any such other party.
7. No Joint Venture
No Transfer of Intellectual Property or Securities. Neither this Agreement nor the discussions between the Parties of the Permitted Purposes create a joint venture or similar arrangement, constitute a transfer of any intellectual property (other than a revocable license to use the Information in accordance with the Permitted Purpose and this Agreement) or constitute a commitment by any Party to accept, make, enter into, or to continue to negotiate an agreement to enter into, the Investment or other transaction with the other Party, or to avoid entering into any other transaction or discussion with any other person, in each case whether or not related to the Investment or the Permitted Purpose. This Agreement is merely a non-disclosure agreement to share information and is not an offer to make an Investment or an offer to sell or purchase any security, loan or other financial instrument or any participation in any of the foregoing, each of which shall be made with appropriate documentation therefor, such as a private placement memorandum and other disclosures.
8. Agreement to Use Electronic Signatures
Each party hereto agrees that the electronic signatures, whether digital or encrypted, included in this Agreement are intended to authenticate this Agreement and to have the same force and effect as manual signatures of these parties. “Electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. Each party hereto expressly agrees that this Agreement is a “transferable record” as defined in applicable laws relating to electronic transactions and that it may be created, authenticated, stored, transmitted and transferred in a manner consistent with and permitted by applicable laws.

Please sign your name below if you agree with the terms.
*Note that this will be a legal, binding agreement as of the date hereof if you do so.

Signature

Date

Plinko Casino Game Online – Start Winning Big Today

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Содержимое

Unlock the Secrets to Winning Big with Plinko
Why Plinko is the Perfect Game for Online Casino Lovers
The Thrill of the Drop

Are you ready to experience the thrill of Plinko, the popular casino game that has been entertaining players for decades? With the rise of online gaming, it’s now easier than ever to play Plinko from the comfort of your own home. In this article, we’ll explore the world of Plinko online, including its history, rules, and strategies for winning big.

Plinko is a game of chance that involves dropping balls onto a board with pegs, hoping to win cash and prizes. The game has been a staple in casinos for years, and its online version has become increasingly popular. With Plinko online, you can play for real money and potentially win big jackpots.

So, what makes Plinko so special? For starters, the game is easy to learn and play, making it accessible to players of all skill levels. The game also offers a range of betting options, allowing you to customize your experience to suit your budget and preferences. And, with the potential to win big, Plinko is a game that can be both exciting and rewarding.

But before you start playing, it’s essential to understand the rules of Plinko. The game is played on a board with pegs, and players take turns dropping balls onto the board, hoping to win cash and prizes. The balls can bounce off the pegs, changing the direction of the game and adding an element of unpredictability. The goal is to drop the balls into the holes on the board, which can award cash prizes or other rewards.

So, are you ready to start winning big with Plinko online? With its rich history, simple rules, and potential for big wins, Plinko is a game that’s sure to entertain and thrill. In the following sections, we’ll explore the world of Plinko online, including its history, rules, and strategies for winning big. So, let’s get started and discover the thrill of Plinko online!

Why Play Plinko Online?

Plinko online offers a range of benefits that make it an attractive option for players. For starters, the game is available 24/7, allowing you to play at your convenience. You can also play for real money, giving you the chance to win big jackpots. And, with the potential to win cash and prizes, Plinko online is a game that can be both exciting and rewarding.

How to Play Plinko Online

To play Plinko online, you’ll need to follow these simple steps:

Step 1: Choose Your Online Casino

With so many online casinos to choose from, it’s essential to select one that’s reputable and trustworthy. Look for casinos that offer a range of games, including Plinko, and have a good reputation for paying out winnings.

Step 2: Register and Make a Deposit

Once you’ve chosen your online casino, you’ll need to register and make a deposit. This will give you access to the games, including Plinko, and allow you to start playing.

Step 3: Start Playing Plinko

With your account set up and funded, you can start playing Plinko online. The game is easy to learn and play, and you can customize your experience to suit your budget and preferences.

Strategies for Winning Big

While Plinko is a game of chance, there are some strategies you can use to increase your chances of winning big. For starters, it’s essential to understand the rules of the game and how to play it effectively. You should also set a budget and stick to it, as well as take advantage of any bonuses or promotions that are available.

Conclusion

Plinko online is a game that’s sure to entertain and thrill. With its rich history, simple rules, and potential for big wins, it’s a game that’s worth trying. By following the steps outlined above and using the strategies for winning big, you can increase your chances of success and start winning big today. So, what are you waiting for? Start playing Plinko online and discover the thrill of this popular casino game!

Unlock the Secrets to Winning Big with Plinko

Are you ready to unlock the secrets to winning big with Plinko? This popular casino game has been a favorite among gamblers for decades, and for good reason. With its unique combination of skill and luck, Plinko is a game that can be enjoyed by players of all levels. In this article, we’ll take a closer look at the secrets to winning big with Plinko, and provide you with some valuable tips to help you get started.

First and foremost, it’s important to understand the basics of the plinko game . The game is played with a set of balls, which are dropped through a grid of pegs. The balls bounce off the pegs, and the player who drops the ball that lands on the highest value on the grid wins. Sounds simple, right? But don’t be fooled – the key to winning big with Plinko is to understand how to manipulate the balls to get the best possible outcome.

One of the most important things to remember is that the balls are not just random objects – they have a mind of their own. By understanding how the balls move and behave, you can use this knowledge to your advantage. For example, you can use the balls to block other players’ paths, or to create a “wall” to bounce the balls off of. This can give you a significant advantage, and increase your chances of winning big.

Another important aspect of winning big with Plinko is to understand the different types of balls. There are several different types of balls, each with its own unique characteristics. For example, some balls are faster than others, while some are more likely to bounce off the pegs. By understanding the different types of balls, you can use this knowledge to your advantage, and increase your chances of winning big.

Finally, it’s important to remember that Plinko is a game of skill, but also a game of luck. While understanding the basics of the game and manipulating the balls can give you an advantage, there’s always an element of chance involved. Don’t get discouraged if you don’t win right away – keep trying, and eventually, you’ll get the hang of it.

So, are you ready to unlock the secrets to winning big with Plinko? With these tips and tricks, you’ll be well on your way to becoming a Plinko master. Remember to always keep an eye on the balls, and to use your knowledge of the game to your advantage. And most importantly, don’t get discouraged if you don’t win right away – with practice and patience, you’ll be winning big in no time.

Start playing Plinko today and discover the secrets to winning big!

Remember, the key to winning big with Plinko is to understand the game, manipulate the balls, and have a little bit of luck on your side.

Why Plinko is the Perfect Game for Online Casino Lovers

Plinko is a game that has been a staple in land-based casinos for decades, and its online version has only added to its popularity. The game is simple yet thrilling, and its unique mechanics make it a perfect fit for online casino lovers. In this article, we’ll explore why Plinko is the perfect game for online casino enthusiasts.

Plinko’s unique gameplay involves dropping a plinko ball down a board, which is divided into different slots. The ball bounces and rolls down the board, and the player’s goal is to get the ball to land in a specific slot. The game is all about chance and luck, making it exciting and unpredictable.

One of the reasons Plinko is so popular is its simplicity. The game is easy to understand, and players of all skill levels can enjoy it. The online version of the game is just as easy to play, and players can start winning real money right away.

The Thrill of the Drop

The thrill of the drop is what makes Plinko so exciting. Players have no control over where the plinko ball will land, making it a true game of chance. This unpredictability is what makes the game so thrilling, and players will find themselves on the edge of their seats as they wait to see where the ball will land.

Another reason Plinko is the perfect game for online casino lovers is its high potential for big wins. The game offers a range of prizes, from small to large, and players can win big if they’re lucky. The online version of the game is just as lucrative, and players can win real money prizes.

Plinko is also a great game for players who want to try their luck without breaking the bank. The game is affordable, and players can start playing with a small amount of money. This makes it a great option for players who are new to online casinos or who are looking to try a new game.

In conclusion, Plinko is the perfect game for online casino lovers. Its unique gameplay, simplicity, and high potential for big wins make it a thrilling and exciting game that’s perfect for players of all skill levels. So why not give it a try and start winning big today?

Non-Disclosure Agreement

Signature

Date

Plinko Casino Game Online – Start Winning Big Today.56

Plinko Casino Game Online – Start Winning Big Today

Содержимое

Unlock the Secrets to Winning Big with Plinko

Why Plinko is the Perfect Game for Online Casino Lovers

The Thrill of the Drop

Unlock the Secrets to Winning Big with Plinko

Why Plinko is the Perfect Game for Online Casino Lovers

The Thrill of the Drop