Non-Disclosure Agreement

1. Purpose

The Disclosing Party wishes to disclose certain confidential and proprietary information to the Receiving Party for the purpose of evaluating a potential relationship, partnership, board appointment, or collaboration in connection with the establishment and operation of MAP Jamaica — Moving Above Parkinson's (the "Purpose").

2. Definition of Confidential Information

As used in this Agreement, "Confidential Information" means any and all information or data that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged, including but not limited to:

• Business plans, strategies, financial projections, and funding information
• Programme designs, operational models, and research frameworks
• Board member identities, candidate discussions, and governance matters
• Donor, funder, and partner relationships and negotiations
• Site plans, facility designs, and development timelines
• Any other information designated as confidential by the Disclosing Party

3. Obligations of the Receiving Party

The Receiving Party agrees to:

• Hold all Confidential Information in strict confidence
• Not disclose Confidential Information to any third party without prior written consent of the Disclosing Party
• Use Confidential Information solely for the Purpose stated in this Agreement
• Protect the Confidential Information with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care
• Promptly notify the Disclosing Party upon discovery of any unauthorised use or disclosure

4. Exclusions from Confidential Information

The obligations of this Agreement do not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Party
• Was known to the Receiving Party prior to disclosure, as evidenced by written records
• Is independently developed by the Receiving Party without use of or reference to the Confidential Information
• Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party

5. Term

This Agreement shall remain in effect for a period of three (3) years from the date of signing, unless terminated earlier by mutual written agreement of both parties. Obligations relating to Confidential Information disclosed during the term shall survive termination.

6. Return of Information

Upon request by the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, including all copies and derivatives thereof, and certify such return or destruction in writing.

7. No Licence

Nothing in this Agreement grants the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein. No intellectual property licence is granted or implied by this Agreement.

8. No Obligation to Proceed

This Agreement does not obligate either party to proceed with any transaction, relationship, or agreement. Either party may discontinue discussions at any time without liability to the other party.

9. Remedies

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate, and that the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, United States of America, without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of Walton County, Georgia.

11. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, representations, or agreements, whether oral or written, relating to the subject matter hereof. This Agreement may not be modified except by a written instrument signed by both parties.