Send us a deal. We’ll send you back a verdict.

CAPITAL REFINERY — MUTUAL NON-DISCLOSURE AGREEMENT
(Deal Diagnostic / Evaluation)

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [Effective Date] ("Effective Date") by and between:

[Client Legal Name], with a principal place of business at [Principal Place of Business] ("Client"),

and

Capital Refinery (operating at capitalrefinery.com) ("Capital Refinery").

Client and Capital Refinery may be referred to individually as a "Party" and collectively as the "Parties."

1) Purpose
The Parties wish to exchange certain Confidential Information solely to evaluate and/or perform a limited diagnostic review of a potential transaction or asset, including related materials provided for a "Deal Diagnostic" or similar evaluation engagement (the "Purpose").

2) Confidential Information
"Confidential Information" means any non-public information disclosed by a Party ("Disclosing Party") to the other ("Receiving Party"), whether in oral, written, electronic, visual, or other form, including without limitation: deal materials, CIMs, financial statements, investor presentations, customer lists, pipeline information, underwriting models, portfolio data, legal documents, terms, pricing, product plans, system designs, prompts, outputs, analyses, reports, and any derivatives, summaries, or notes.

Confidential Information includes the existence of discussions between the Parties and the fact that a Deal Diagnostic is being considered or performed, if disclosed.

3) Exclusions
Confidential Information does not include information that the Receiving Party can demonstrate:
 a) is or becomes publicly available through no breach of this Agreement;
 b) was known by the Receiving Party before disclosure by the Disclosing Party;
 c) is received from a third party without breach of any obligation; or
 d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

4) Obligations of Receiving Party
The Receiving Party agrees to:
 a) use Confidential Information only for the Purpose;
 b) protect Confidential Information using at least reasonable care (and no less care than it uses for its own confidential information);
 c) not disclose Confidential Information except as permitted under Section 5; and
 d) promptly notify the Disclosing Party of any unauthorized use or disclosure of which it becomes aware.

5) Permitted Disclosures
The Receiving Party may disclose Confidential Information only to its employees, officers, directors, advisors, agents, contractors, or affiliates ("Representatives") who have a need to know for the Purpose and are bound by confidentiality obligations at least as protective as this Agreement. The Receiving Party is responsible for its Representatives' compliance.

6) Compelled Disclosure
If the Receiving Party is required by law, regulation, subpoena, or court order to disclose Confidential Information, it may do so provided that (to the extent legally permitted) it gives prompt written notice to the Disclosing Party and reasonably cooperates with any effort to obtain confidential treatment or a protective order.

7) No License; Ownership
All Confidential Information remains the property of the Disclosing Party. No rights or licenses are granted under this Agreement except the limited right to use Confidential Information for the Purpose.

8) Return / Destruction
Upon written request by the Disclosing Party, the Receiving Party will promptly return or destroy the Disclosing Party's Confidential Information, including copies, summaries, and derivatives, except that the Receiving Party may retain one archival copy solely for legal/compliance purposes. Routine backups are permitted if not readily accessible and maintained confidentially.

9) No Warranty; No Obligation
All Confidential Information is provided "as is." Neither Party makes any representation or warranty as to accuracy or completeness. Nothing in this Agreement obligates either Party to proceed with any transaction, engagement, or business relationship.

10) Term
This Agreement begins on the Effective Date and continues for two (2) years. The confidentiality obligations for Confidential Information disclosed during the term survive for three (3) years after the last disclosure; for trade secrets, obligations survive as long as such information remains a trade secret under applicable law.

11) Remedies
Unauthorized disclosure or use may cause irreparable harm. The Disclosing Party is entitled to seek injunctive or equitable relief, in addition to other remedies available at law.

12) Data Handling and AI Systems
 a) Permitted Processing. Client acknowledges Capital Refinery may process provided materials to produce diagnostic outputs for the Purpose.
 b) No Training on Client Data. Capital Refinery will not intentionally use Client's Confidential Information to train a general-purpose model for other customers.
 c) Operational Use. Capital Refinery may use Confidential Information internally as necessary to perform the Purpose (including extraction, normalization, scoring, and reporting).
 d) Outputs. Any reports, summaries, or diagnostic outputs delivered to Client are Confidential Information of Client to the extent they contain or are derived from Client's Confidential Information. Capital Refinery retains its pre-existing methods, templates, software, and know-how.

13) Publicity
Neither Party will issue press releases or public statements referencing the other Party or the Purpose without prior written consent, except as required by law.

14) Governing Law; Venue
This Agreement is governed by the laws of Florida, without regard to conflicts of law principles. Exclusive venue for disputes shall be Miami-Dade County, Florida courts, unless the Parties agree otherwise.

15) Miscellaneous
 a) This Agreement is the entire agreement regarding confidentiality for the Purpose and supersedes prior discussions on that subject.
 b) Amendments must be in writing and signed by both Parties.
 c) If any provision is unenforceable, the remainder remains in effect.
 d) This Agreement may be executed electronically and in counterparts, each of which is deemed an original.

————————————————————————————————

Signatures

CLIENT
Legal Name: [Client Legal Name]
By: [Typed Signature]
Name / Title: [Signer Name] / [Signer Title]
Date: [Effective Date]

CAPITAL REFINERY
By: /s/ Duaine McDonald
Name / Title: Duaine McDonald / Founder
Date: [Effective Date]

NDA Version: deal-diagnostic-2026-04-fl-v1
Confidential — Capital Refinery