Non-Disclosure, Confidentiality & IP Protection Agreement

A. The Owner has conceived, originated and developed an original proprietary business platform concept, technology design, system architecture, module framework, commercial strategy, branding concept and all associated intellectual property as described in Schedule 1 to this Agreement (the "Project").

B. The Owner wishes to disclose certain Confidential Information relating to the Project to the Recipient solely for the Purpose set out in this Agreement.

C. The Recipient acknowledges that the Confidential Information and the Project are of substantial commercial value, represent original creative and commercial work and constitute the trade secrets and intellectual property of the Owner.

D. The Recipient agrees to receive the Confidential Information and to engage in discussions relating to the Project subject to the strict terms and conditions of this Agreement.

1.1 In this Agreement the following terms shall have the meanings set out below:

"Agreement" means this Non-Disclosure, Confidentiality and Intellectual Property Protection Agreement, executed as a deed, including all schedules and annexures.

"Confidential Information" means all and any information, data, know-how, concepts, ideas, methodologies, plans, strategies, designs, specifications, technical details, software concepts, system architecture, platform design, module structure, workflow design, commercial strategies, business plans, pricing strategies, market analysis, branding concepts, financial information, trade secrets, customer information and all other information of whatever nature, whether in written, oral, electronic, digital, visual or any other form, disclosed by or on behalf of the Owner to the Recipient relating directly or indirectly to the Project, whether or not designated as confidential.

"Derivative Information" means all documents, files, notes, analyses, compilations, studies, summaries, memoranda, plans or other materials created by the Recipient which contain, reflect, are generated from or are otherwise based upon the Confidential Information.

"Intellectual Property" or "IP" means all intellectual property rights worldwide, including without limitation patents, copyright, database rights, design rights, trade marks, trade names, business names, domain names, trade secrets, know-how, confidential information and all other rights of a similar or equivalent nature in any jurisdiction.

"Owner" means JeanieIQ Limited, being the originator and sole owner of the Project and all associated Intellectual Property.

"Project" means the proprietary platform concept developed by the Owner comprising an end-to-end AI-powered business operating system as more fully described in Schedule 1.

"Purpose" means the evaluation by the Recipient of a potential business relationship, collaboration, investment, employment, development or other engagement with the Owner in relation to the Project only.

"Recipient" means the party receiving the Confidential Information, identified above.

"Representative" means any director, officer, employee, agent, consultant, contractor, professional adviser or other person acting for or on behalf of the Recipient.

"Restricted Period" means a period of five (5) years from the Effective Date for general Confidential Information obligations, and without limit in time in respect of the Intellectual Property, the Project concept and all obligations under Clauses 4, 5 and 6.

1.2 References to the singular include the plural and vice versa. Clause headings are for convenience only and shall not affect interpretation.

2.1 In consideration of the Owner disclosing Confidential Information to the Recipient for the Purpose, the Recipient hereby undertakes to the Owner as follows:

2.1.1 to keep all Confidential Information strictly secret and confidential and to protect it with at least the same degree of care as it uses to protect its own most confidential information, and in any event with no less than a reasonable degree of care;

2.1.2 not to disclose, publish, communicate or make available in any way, whether deliberately or not, any Confidential Information to any third party without the prior written consent of the Owner;

2.1.3 to use the Confidential Information solely for the Purpose and for no other purpose whatsoever;

2.1.4 not to use any Confidential Information to develop, design, build, create, fund, invest in, advise upon, assist with or otherwise facilitate any product, service, platform, system, business, concept or venture that is similar to, derived from, competes with or could substitute for the Project in whole or in part;

2.1.5 not to copy, reproduce, reverse engineer, decompile, disassemble or in any other way attempt to extract the composition, structure, methodology or underlying principles of the Confidential Information;

2.1.6 to notify the Owner immediately in writing upon becoming aware of any actual, suspected or threatened unauthorised disclosure or use of any Confidential Information;

2.1.7 not to use the Confidential Information to compete with the Owner whether directly or indirectly;

2.1.8 not to use knowledge of the Confidential Information to approach, solicit, engage or enter into discussions with any third party for the purpose of developing any concept similar to or derived from the Project.

2.2 The Recipient shall only disclose Confidential Information to Representatives who: (a) have a strict need to know such information for the Purpose; (b) have been made aware of the confidential and proprietary nature of the information; and (c) are bound by obligations of confidentiality and non-use no less stringent than those in this Agreement.

2.3 The Recipient shall remain fully responsible and liable for any breach of this Agreement by its Representatives as if such breach had been committed by the Recipient itself.

2.4 The Recipient shall, upon request, promptly provide the Owner with details of all Representatives to whom Confidential Information has been disclosed.

3.1 The obligations in Clause 2 shall not apply to information which the Recipient can demonstrate by clear and contemporaneous written evidence that:

3.1.1 was in the public domain at the time of disclosure other than through a breach of this Agreement or any other obligation of confidentiality owed to the Owner;

3.1.2 was already in the lawful possession of the Recipient prior to disclosure, as evidenced by clear written records dated before the Effective Date;

3.1.3 was independently developed by the Recipient without any reference to or use of the Confidential Information whatsoever; or

3.1.4 is required to be disclosed by order of a court of competent jurisdiction or by law or regulation, provided that the Recipient gives the Owner maximum possible advance written notice and discloses only the minimum amount strictly required.

3.2 The combination or compilation of individual elements of Confidential Information shall itself constitute Confidential Information even where individual elements are available in the public domain.

3.3 The burden of proving that any exception in Clause 3.1 applies shall rest solely on the Recipient.

4.1 The Owner is and shall at all times remain the sole and exclusive owner of all Intellectual Property in and relating to the Project including without limitation: (a) the overall concept, vision and architecture; (b) all module designs, workflow designs, system flows and process maps; (c) all content, templates, guidance material, training material and methodology; (d) the compliance framework, accreditation guidance and ISO alignment tools; (e) all branding concepts, names, marks and associated goodwill; (f) all software concepts, technical architecture and data models; (g) all commercial strategy, market analysis, pricing models and business plans; and (h) all other creative, commercial and technical elements of the Project.

4.2 The Recipient acknowledges and agrees that: (i) the Project was originated, created and developed exclusively by the Owner; (ii) the Recipient has no rights in or to the Project by virtue of this Agreement; (iii) any ideas, developments, improvements or suggestions made by the Recipient in connection with the Project shall be deemed to be owned by the Owner and the Recipient hereby assigns to the Owner, with full title guarantee, all rights in any such contributions absolutely and irrevocably; and (iv) the Recipient shall do all such things and execute all such documents as may be reasonably required by the Owner to give effect to such assignment.

5.1 The Recipient undertakes to the Owner that during the Restricted Period it shall not, whether acting alone, jointly with others, as principal, agent, director, officer, employee, consultant, partner, investor or in any other capacity:

5.1.1 develop, design, build, fund, commission, promote, market, sell or otherwise exploit any product, platform, service or business concept that is the same as, similar to, derived from or competes with the Project in any respect;

5.1.2 assist, advise, fund or in any way facilitate any third party in doing any of the acts described in Clause 5.1.1;

5.1.3 use the Confidential Information or knowledge of the Project to approach, solicit or encourage any person to develop or invest in any competing product or platform; or

5.1.4 solicit, engage or attempt to engage any developer, employee, consultant or contractor who has worked with the Owner on the Project.

5.2 The Recipient acknowledges that the restrictions in Clause 5.1 are reasonable and necessary to protect the legitimate interests of the Owner and that any breach would cause irreparable harm.

6.1 The Recipient agrees that it shall not, during the Restricted Period, either directly or indirectly:

6.1.1 circumvent, avoid, bypass or obviate the Owner's interests in connection with the Project or any opportunity disclosed to the Recipient pursuant to this Agreement;

6.1.2 approach, negotiate or enter into any agreement or arrangement with any contact, supplier, partner, investor, developer, technology provider or other person introduced to the Recipient in connection with the Project, without the Owner's prior written consent;

6.1.3 use the Confidential Information to initiate any transaction, project, business opportunity or venture for the benefit of the Recipient or any third party without the Owner's prior written consent; or

6.1.4 take any action that would deprive the Owner of any benefit, commercial opportunity or advantage arising from the Project.

7.1 Upon written request by the Owner at any time, or upon termination or expiry of this Agreement, the Recipient shall: (i) promptly return to the Owner all Confidential Information in tangible form, including all copies, extracts and summaries thereof; or (ii) if the Owner so requires in writing, permanently destroy all such materials and provide written confirmation of such destruction within five (5) business days.

7.2 The Recipient shall also permanently destroy all Derivative Information and confirm such destruction in writing to the Owner.

7.3 The Recipient may retain Confidential Information to the extent required by applicable law, provided that such retained information continues to be held strictly in accordance with this Agreement.

7.4 The return or destruction of Confidential Information shall not release the Recipient from its obligations under this Agreement, which shall continue in full force.

8.1 The Recipient acknowledges and agrees that: (i) the Confidential Information and the Project are of substantial and unique commercial value to the Owner; (ii) any actual or threatened breach of this Agreement would cause the Owner immediate, serious and irreparable harm for which damages alone would not be an adequate remedy; (iii) accordingly, the Owner shall be entitled, without proof of special damage and without prejudice to any other rights or remedies, to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement.

8.2 The Owner's right to seek injunctive relief shall not be conditional upon the Owner providing any undertaking as to damages.

8.3 The remedies available to the Owner under this Agreement are cumulative and not exclusive of any other rights or remedies the Owner may have at law or in equity.

8.4 In the event of a material breach of this Agreement the Recipient shall reimburse the Owner for all reasonable legal costs, expenses and disbursements incurred in enforcing this Agreement.

9.1 The Recipient understands that the Confidential Information is disclosed for the Purpose only and that the Owner makes no representation or warranty as to its accuracy, completeness or fitness for any purpose.

9.2 Nothing in this Agreement shall be construed as obliging the Owner to disclose any particular information, to enter into any further agreement or to proceed with any transaction or engagement with the Recipient.

9.3 This Clause 9 shall not exclude any liability for fraudulent misrepresentation.

10.1 Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency, employment or any other relationship between the parties. No party shall have authority to bind the other party in any way.

10.2 The Recipient confirms that in relation to this Agreement it is acting as principal and not as nominee, agent or broker for any other person.

11.1 The general confidentiality obligations in Clause 2 shall continue for a period of five (5) years from the Effective Date.

11.2 Notwithstanding Clause 11.1, the obligations relating to the Intellectual Property under Clauses 4, 5 and 6, and the non-competition and non-circumvention obligations, shall continue without limit in time and shall survive termination or expiry of this Agreement.

11.3 The existence and fact of discussions between the parties pursuant to this Agreement shall be kept confidential without limit in time.

12.1 Assignment. No party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, save that the Owner may assign the benefit of this Agreement to any successor in title to the Project or to the Owner's business.

12.2 No Waiver. No failure or delay by the Owner in exercising any right or remedy under this Agreement shall operate as a waiver.

12.3 Severance. If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, all other provisions shall continue in full force and effect.

12.4 Variation. No amendment or variation of this Agreement shall be effective unless made in writing and signed by or on behalf of both parties.

12.5 Whole Agreement. This Agreement, together with its Schedules, constitutes the entire agreement between the parties relating to its subject matter and supersedes all previous drafts, arrangements and understandings, whether written or oral.

12.6 Third Party Rights. A person who is not a party to this Agreement shall have no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

12.7 Counterparts. This Agreement may be executed in any number of counterparts. Delivery by email of an executed counterpart shall be effective as delivery.

12.8 Notices. Any notice under this Agreement shall be in writing and delivered by email (with read receipt) or by recorded post to the address of the receiving party set out above.

12.9 Further Assurance. Each party shall, at its own cost, do and execute all such acts, deeds, documents and things as may be reasonably required to give full effect to this Agreement.

13.1 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

13.2 The courts of England and Wales shall have exclusive jurisdiction to settle all disputes arising out of or in connection with this Agreement. Each party irrevocably submits to that jurisdiction and waives any objection to proceedings in those courts on the grounds of venue or inconvenient forum.