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This deck relates to an offer of shares in Crew Media Ltd, a private company. It has not been approved by an authorised person. It is directed only at persons falling within an exemption under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, namely certified high net worth individuals and self-certified sophisticated investors. If you are not such a person, you must not act on this document and should leave this page now.
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Mutual Non-Disclosure Agreement
Crew Media Ltd - Company Number 17208426
Parties
1. Crew Media Ltd, a private company limited by shares incorporated in England and Wales with company number 17208426, whose registered office is at Unit 8, 8 Orsman Road, Shoreditch, London, N1 5QJ (the "Disclosing Party" or the "Company").
2. The individual identified by the email address used to access this document (the "Receiving Party").
Each of the Disclosing Party and the Receiving Party is referred to individually as a "Party" and collectively as the "Parties".
The individuals connected with the Company as its founders are Geoffrey Marsh, Denis Haman, and Rich Fairbairn (the "Founders"). The Founders are not parties to this Agreement, but clause 3 is included for their benefit and clause 15.4 applies to them.
Background
A. The Company is a digital media business building creator-driven, community-first publishing brands under the "Crew Media" name. The Company was incorporated in England and Wales on 9 May 2026 with company number 17208426.
B. The Company is pre-trading and pre-investment. It has not yet commenced commercial trading and has not received any investment. It expects to begin trading in December 2026.
C. The Company has received Advance Assurance from HM Revenue & Customs in respect of its proposed qualification for the Seed Enterprise Investment Scheme (SEIS) and the Enterprise Investment Scheme (EIS) in connection with a proposed issue of shares. Advance Assurance reflects HMRC's provisional view and is not a guarantee that any relief will ultimately be available.
D. The Disclosing Party wishes to share certain confidential information with the Receiving Party for the purpose of exploring a potential investment in the Company (the "Purpose").
E. The Parties wish to protect the confidentiality of the information exchanged and, in particular, to ensure that the Company's involvement in the venture, and the identity of the individuals connected with it, is not disclosed to any third party without prior written consent.
Agreed Terms
1. Definitions
"Confidential Information" means all information (whether written, oral, visual, electronic, or in any other form) disclosed by either Party to the other in connection with the Purpose, including but not limited to:
(a) business plans, pitch decks, financial models, projections, and valuations;
(b) editorial strategies, product concepts, brand assets, and technology plans;
(c) the identity, roles, and involvement of any individuals connected with the Company;
(d) the existence and nature of discussions between the Parties; and
(e) any information that would reasonably be understood to be confidential given the nature of the information or the circumstances of disclosure.
2. Obligations of Confidentiality
2.1 The Receiving Party undertakes:
(a) to keep the Confidential Information strictly confidential;
(b) not to disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as permitted under clause 2.2;
(c) not to use the Confidential Information for any purpose other than the Purpose;
(d) not to analyse, decompile, reverse engineer, or create derivative works based on the Confidential Information;
(e) not to use any Confidential Information retained in unaided memory ("residual knowledge") to circumvent the obligations of this Agreement;
(f) to apply to the Confidential Information no lesser degree of care than it applies to its own confidential information (and in any event no less than reasonable care).
2.2 The Receiving Party may disclose Confidential Information only to its employees, officers, professional advisers, or agents who:
(a) need to know the information for the Purpose;
(b) are informed of the confidential nature of the information; and
(c) are bound by obligations of confidentiality no less onerous than those in this Agreement.
The Receiving Party shall be responsible for any breach of this Agreement by any such person.
3. Protection of Personal Involvement
3.1 The Receiving Party specifically acknowledges that the identity and involvement of each of the Founders in the Company constitutes Confidential Information of the highest sensitivity.
3.2 The Receiving Party shall not, without the prior written consent of the relevant individual:
(a) disclose to any person that any Founder is involved in, connected with, or has any interest in the Company;
(b) disclose any information that could reasonably lead a third party to infer such involvement; or
(c) make any contact with any current or former employer, client, or business associate of any Founder in connection with the Company or any Confidential Information.
3.3 The Parties acknowledge that unauthorised disclosure of Founder involvement may cause significant professional and commercial harm, and that any such disclosure could give rise to a claim for damages and injunctive relief.
3.4 The obligations in this clause 3 survive termination of this Agreement and continue indefinitely, unless the relevant individual provides written consent to the contrary.
4. Exceptions
4.1 The obligations in clauses 2 and 3 do not apply to information that:
(a) is or becomes publicly available other than through a breach of this Agreement;
(b) was already known to the Receiving Party before disclosure, as evidenced by written records;
(c) is independently developed by the Receiving Party without reference to the Confidential Information; or
(d) is received from a third party who is not bound by any obligation of confidentiality in respect of that information.
4.2 Nothing in this Agreement prevents either Party from making a disclosure required by law, regulation, or order of a competent court or authority, provided that the disclosing Party (where legally permitted) gives the other Party reasonable prior notice and cooperates to limit the scope of such disclosure.
4.3 For the avoidance of doubt, the Receiving Party may disclose Confidential Information to:
(a) its legal, tax, or other professional advisers, for the purpose of obtaining advice in connection with this Agreement or the Purpose;
(b) any regulatory authority or body, to the extent required by applicable law or regulation; or
(c) any person, to the extent required for the purposes of making a protected disclosure under the Employment Rights Act 1996 or any other applicable whistleblowing legislation,
provided that, in each case, the Receiving Party discloses only the minimum information reasonably necessary and (except in the case of paragraph (c)) informs the recipient of the confidential nature of the information.
5. No Obligation to Proceed
5.1 Nothing in this Agreement obliges either Party to enter into any further agreement or proceed with the Purpose.
5.2 Neither Party acquires any rights, licence, or interest in the other Party's intellectual property by virtue of this Agreement.
6. No Warranty or Reliance
6.1 The Confidential Information is provided "as is" without any representation or warranty, express or implied, as to its accuracy, completeness, or fitness for any purpose.
6.2 The Receiving Party acknowledges that it shall conduct its own independent assessment and due diligence in relation to the Company and shall not rely on the Confidential Information as the sole basis for any decision.
7. No Partnership or Agency
7.1 Nothing in this Agreement creates or shall be deemed to create a partnership, joint venture, agency, or employment relationship between the Parties.
8. Non-Circumvention
8.1 The Receiving Party shall not, directly or indirectly, without the prior written consent of the Disclosing Party:
(a) contact, solicit, or enter into any business relationship with any person, company, or entity introduced by or directly identified through the Confidential Information or discussions relating to the Purpose;
(b) attempt to bypass or circumvent the Disclosing Party in relation to any opportunity, relationship, or transaction connected with the Company; or
(c) recruit, solicit, or attempt to recruit any individual connected with the Company.
8.2 The obligations in this clause 8 shall continue for a period of two (2) years from the date of this Agreement.
9. Status of the Company
9.1 The Receiving Party acknowledges that the Company was incorporated on 9 May 2026 and that, as at the date of this Agreement, the Company is pre-trading and has not received any investment.
9.2 The Receiving Party acknowledges that the Company's receipt of Advance Assurance from HM Revenue & Customs in respect of SEIS and EIS reflects HMRC's provisional view only. It does not guarantee that any relief will be available. Nothing in this Agreement constitutes tax advice or a promise of any tax outcome.
9.3 The Receiving Party may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Disclosing Party.
10. Return and Destruction of Information
10.1 Upon written request by the Disclosing Party, or upon termination of discussions relating to the Purpose, the Receiving Party shall promptly:
(a) return or destroy all copies of the Confidential Information (in whatever form), except to the extent required to be retained by law or internal compliance procedures; and
(b) confirm in writing that it has done so.
10.2 The obligation to maintain confidentiality survives the return or destruction of the Confidential Information.
11. Duration
11.1 This Agreement shall remain in force for a period of three (3) years from the date of this Agreement. The obligations of confidentiality in clause 2 shall continue for three (3) years from the date of each disclosure, except where otherwise stated in this Agreement.
11.2 The obligations in clause 3 (Protection of Personal Involvement) shall survive expiry or termination of this Agreement and continue indefinitely.
12. Survival
12.1 Clauses 2 (Obligations of Confidentiality), 3 (Protection of Personal Involvement), 6 (No Warranty or Reliance), 8 (Non-Circumvention), 10 (Return and Destruction of Information), and 13 (Remedies) shall survive expiry or termination of this Agreement.
13. Remedies
13.1 The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which damages alone would not be an adequate remedy. Accordingly, either Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law.
13.2 The Company shall be entitled to enforce this Agreement in respect of any breach, including in respect of any Confidential Information relating to the Founders.
14. Data Protection
14.1 Each Party shall comply with all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, in relation to any personal data processed in connection with this Agreement.
15. General
15.1 This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior discussions, negotiations, and agreements.
15.2 No variation of this Agreement shall be effective unless made in writing and signed by both Parties.
15.3 This Agreement is governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.
15.4 Each of the Founders may enforce clause 3 (Protection of Personal Involvement) in their own right in accordance with the Contracts (Rights of Third Parties) Act 1999. Save as set out in this clause 15.4, a person who is not a party to this Agreement shall not have any right to enforce any of its terms.
16. Electronic Acceptance
16.1 The Receiving Party acknowledges that by checking the acceptance box below and accessing the Confidential Information contained in this pitch deck, they are entering into this Agreement with the same legal effect as a handwritten signature.
16.2 The date of this Agreement shall be the date on which the Receiving Party first accepts these terms electronically, as recorded by the Disclosing Party's systems.
16.3 The Receiving Party's identity is established by the email address used to access this document.