To protect proprietary strategies, confidential data, and investor materials, access to the ONYX Reserve Institutional Overview and Investor Briefing is restricted. Please review and sign the Non-Disclosure Agreement below to proceed. Once executed, you will be granted secure access to detailed fund information, performance frameworks, and institutional materials. We appreciate your discretion and look forward to sharing more about the ONYX Reserve opportunity.

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into as of [Effective Date], by and between The Onyx Reserve Fund, LLC, together with its affiliates (the “Company”), and [Investor Name / Entity Name] (the “Recipient”). The Company and the Recipient may be referred to individually as a “Party” and collectively as the “Parties.”

1. Purpose
The Parties wish to engage in discussions regarding a potential investment, partnership, or other business relationship (the “Purpose”), in connection with which confidential information may be disclosed.

2. Confidential Information
“Confidential Information” means any non-public information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally, electronically, or in writing, including without limitation investment strategies, financial information, performance data, investor materials, business plans, operational details, and legal or regulatory information. Confidential Information includes all materials provided following execution of this Agreement.

3. Exclusions
Confidential Information does not include information that the Receiving Party can demonstrate (a) is publicly available through no breach of this Agreement, (b) was lawfully known prior to disclosure, (c) was independently developed without use of the Confidential Information, or (d) was rightfully received from a third party without restriction.

4. Use and Non-Disclosure
The Receiving Party shall use the Confidential Information solely for the Purpose, shall protect it using reasonable care, and shall not disclose it to any third party without prior written consent, except to professional advisors who are bound by confidentiality obligations no less restrictive than those herein.

5. No Circumvention
The Receiving Party shall not use the Confidential Information to circumvent, compete with, or replicate the Company’s business strategies, relationships, or proprietary processes without the Company’s prior written consent.

6. No License or Obligation
Nothing herein grants any license or ownership rights in the Confidential Information or obligates either Party to enter into any transaction or investment.

7. Term
This Agreement shall remain in effect for two (2) years from the Effective Date. Confidentiality obligations shall survive termination.

8. Remedies
The Receiving Party acknowledges that unauthorized use or disclosure may cause irreparable harm, entitling the Disclosing Party to injunctive relief in addition to any other remedies available at law or equity.

9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.

10. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to confidentiality and supersedes all prior understandings.

THE ONYX RESERVE FUND, LLC

RECIPIENT