Mutual Non-Disclosure Agreement

Document Version: 2.0

Effective Date: 09/24/2026

Execution Timestamp: 09/24/26 04:17

Executing Representative: [Candidate Name]

Client Entity: [Client Enterprise / Entity]

Corporate Email: [Representative Corporate Email]

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into by and between:

PMG Consulting, a division of ECG Group
("PMG"),

and

[Client Enterprise / Entity] (represented by [Candidate Name]), the organization and individual identified in the contact or inquiry information submitted through PMG's website at the time of acceptance of this Agreement ("Counterparty"),

each a "Party" and together the "Parties." The "Effective Date" is 09/24/2026, the date the Counterparty checks the box indicating agreement to this Agreement on PMG's website.

1. Purpose

The Parties wish to engage in preliminary discussions to evaluate a potential business relationship, including describing the Counterparty's business problems, and PMG describing its operations, methods, and approach, with a view to determining whether to proceed to a formal engagement (the "Purpose"). No engagement, retainer, or other commercial commitment is created by this Agreement or by the discussions it covers. In connection with the Purpose, each Party may disclose to the other certain non-public information that it considers confidential.

2. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), whether disclosed orally, in writing, electronically, visually, or by any other means, and whether or not marked or identified as confidential, including but not limited to:

Business and financial information including pricing models, budgets, revenue figures, financial statements, cost structures, investment plans
Strategic and operational information including, business plans, growth strategies, market analyses, internal roadmaps, organizational or restructuring plans
Client and vendor information including client lists, vendor terms, contract terms, pipeline or deal information
Technical and methodological information including proprietary frameworks, methodologies, tools, software, templates, know-how, and works in progress (for PMG, this includes but is not limited to its proprietary consulting frameworks and internal terminology or knowledge assets)
Personnel information including organizational charts, compensation structures, staffing plans
Any analysis, compilation, summary, or other material prepared by the Receiving Party that contains or is derived from the above

Confidential Information does not include information that:

was already known to the Receiving Party without an obligation of confidentiality before disclosure;
is or becomes publicly available through no fault of the Receiving Party;
is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or
is rightfully received from a third party without a duty of confidentiality.

3. Obligations of the Receiving Party

The Receiving Party shall:

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 similar nature, and no less than a reasonable degree of care;
not disclose the Confidential Information to any third party, except to its own employees, officers, directors, or professional advisors who have a genuine need to know for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement; and
not reverse engineer, decompile, or otherwise attempt to derive the underlying structure or methodology of any proprietary tool, framework, or system disclosed under this Agreement; and
not monetize, commercialize, or otherwise exploit for its own or any third party's benefit any Confidential Information belonging to the Disclosing Party.

4. Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall, to the extent legally permitted, give the Disclosing Party prompt written notice before disclosure so the Disclosing Party may seek a protective order or other appropriate remedy, and shall disclose only the portion of Confidential Information legally required.

5. No License; No Obligation

Nothing in this Agreement grants either Party any license, ownership interest, or other right in the other Party's Confidential Information, except the limited right to use it for the Purpose. Nothing in this Agreement obligates either Party to proceed with any transaction, disclose any particular information, or enter into any further agreement.

6. Term and Duration of Confidentiality

This Agreement is effective as of the Effective Date and continues until terminated by either Party on 30 days' written notice. Termination of this Agreement does not affect the confidentiality obligations below.

For Confidential Information that constitutes a trade secret under applicable law, the confidentiality obligations survive indefinitely, for as long as the information remains a trade secret.
For all other Confidential Information, the confidentiality obligations survive for five (5) years from the date of disclosure.

7. Return or Destruction

Upon the Disclosing Party's written request, or upon termination of discussions regarding the Purpose, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, except for one archival copy retained solely for legal compliance purposes, which remains subject to this Agreement.

8. No Warranty

Confidential Information is provided "as is." Neither Party makes any representation or warranty as to the accuracy or completeness of its Confidential Information.

9. Governing Law and Jurisdiction

This Agreement is governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. This governing law applies regardless of the Counterparty's location, as the Parties may be engaging in discussions across multiple jurisdictions globally. The Parties attorn to the exclusive jurisdiction of the courts of Ontario for any dispute arising from this Agreement, without prejudice to either Party's right to seek injunctive relief in any jurisdiction where necessary to prevent unauthorized use or disclosure.

10. Remedies

Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages alone would be an inadequate remedy, and that the non-breaching Party is entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

11. General

Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions or agreements on that subject.

Assignment

Neither Party may assign this Agreement without the other Party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

Severability

If any provision is held unenforceable, the remaining provisions remain in full force and effect.

Counterparts

This Agreement may be executed in counterparts (including electronically), each of which is deemed an original.

12. Execution

This Agreement is presented to the Counterparty electronically on the PMG Strategy & Advisory Portal or RFP/RFQ Portal (or successor intake channel) in connection with an initial inquiry. By checking the box indicating agreement to this Agreement and submitting the associated form, the executing representative ([Candidate Name] representing [Client Enterprise / Entity]) electronically ratifies and enters into this Agreement as of 09/24/2026 at 09/24/26 04:17, and such action constitutes a valid electronic signature and acceptance under applicable law. If the Counterparty is an individual acting on behalf of an organization, that individual represents that they have authority to bind the organization to this Agreement.

PMG's acceptance and countersignature occur by PMG proceeding to engage in discussions with the Counterparty following that submission. For legal compliance questions or bilateral countersignature requests, contact PMG Legal Counsel at legal@askpmg.com.