This Agreement (the “Agreement”) is entered into this 17th day of November, 2023 (the “Effective Date”) between

THIS MUTUAL NON-DISCLOSURE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between KNOMAAD LLC. a limited liability company duly incorporated and existing under the laws of the State of Georgia, USA, (hereinafter referred to as “Knomaad”, which expression shall where the context so admits, include its successors-in-title and lawful assigns) of the one part AND Company or Individual, (hereinafter referred to as the “Client”, which expression shall where the context so admits, include its successors-in-title and lawful assigns) of the other part. 

Whereas, "Parties" shall collectively mean Knomaad and the Client.

Whereas, the parties are engaged in discussions about a potential business transaction -(the “Purpose”), and in connection with these discussions, each party may disclose to the other certain confidential technical and business information which the disclosing party desires the receiving party to treat as confidential.

Now, therefore, in consideration of the mutual covenants and conditions set forth in this Agreement, the parties hereto agree as follows:

1. “Confidential Information" means any information disclosed to either party by the other directly or indirectly in writing, orally or by inspection of tangible objects, including without limitation drawings, models, inventions, know-how, software programs and source documents; business plans; operational documentation; financial analysis; marketing plans and strategies; proposed products and services; customer data; the nature and substance of any discussions hereunder; and the terms and conditions of this Agreement, provided that
   1. the disclosing party marks any documentary or tangible information as “Confidential,” “Proprietary” or the like; or
   2. with respect to information disclosed intangibly such as orally or visually, the disclosing party advises the receiving party of its confidential nature at the time of initial disclosure; or
   3. a reasonable person under similar circumstances and due to the character or nature of the information would treat that information as proprietary and confidential.

Confidential Information shall not include any information which the receiving party can establish

1. 1. 1. was publicly known and made generally available in the public domain prior to the time of disclosure to the receiving party by the disclosing party;
      2. becomes publicly known and made generally available after disclosure to the receiving party by the disclosing party through no action or inaction of the receiving party;
      3. is in the possession of the receiving party, without confidentiality restrictions, at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; or
      4. was independently developed by the receiving party or constitutes the general knowledge or skills of the receiving party.  Notwithstanding anything contained herein to the contrary, if Confidential Information of a disclosing party is required to be disclosed by the receiving party pursuant to law, rule, regulation (including without limitation, any regulation of a stock exchange or association), or binding order of a government agency or a court so long as prior to any such release the releasing party provides the other party with the greatest notice permitted under the circumstances immediately upon becoming aware of same, so that the disclosing party may seek a protective order or other appropriate remedy.  In any such event, the releasing party will disclose only that portion of such Confidential Information as is legally required to be furnished and will exercise reasonable efforts to obtain confidential treatment for any Confidential Information being disclosed.
          
2. Non-use and Nondisclosure. Each party agrees not to use any Confidential Information disclosed by the other party for any purpose except to evaluate and engage in discussions concerning the Purpose. The receiving party agrees to disclose the disclosing party’s Confidential Information only to those Affiliates, employees, and contractors who (a) have been advised of the obligations of confidentiality; (b) are under pre-existing written obligations of confidentiality with the receiving party which effectively prohibit the unauthorized use or disclosure of the disclosing party’s Confidential Information; and (c) require the information in order to assist the receiving party to evaluate or engage in discussions concerning the Purpose. “Affiliate” means any person or entity directly or indirectly controlling, controlled by or under common control with one of the parties to this Agreement.  The receiving party shall take all reasonable steps available to it to enforce such obligations and shall be responsible for any breaches of this Agreement by its Affiliates, employees and contractors. The receiving party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the disclosing party’s Confidential Information and which are provided to the receiving party hereunder.
    
3. Maintenance of Confidentiality. Each party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, the receiving party shall exercise the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own Confidential Information of like importance, and shall implement any security procedures reasonably requested by the disclosing party to prevent the unauthorized use or disclosure of its Confidential Information.  The receiving party shall make only those copies of Confidential Information as are necessary to share with Affiliates, employees or contractors for the Purpose. The receiving party shall reproduce the disclosing party’s proprietary rights notices on any such copies, in the same manner in which such notices were set forth in or on the original.  The receiving party shall immediately notify the disclosing party in the event of any unauthorized use or disclosure of the Confidential Information (including any threatened unauthorized use or disclosure of the Confidential Information). Receiving Party shall reasonably cooperate with the Disclosing Party’s efforts to seek appropriate injunctive relief or otherwise to prevent or curtail such threatened or actual breach, or to recover its Confidential Information.
    
4. No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement. Furthermore, neither the furnishing of Confidential Information nor any obligation hereunder shall be construed to obligate either party to refrain from entering into any agreement or negotiation with any other third party regarding the same subject matter or any other subject matter.
    
5. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS QUALITY, ACCURACY, COMPLETENESS OR PERFORMANCE.
    
6. Return of Materials. All documents and other tangible objects containing or representing Confidential Information and all copies thereof which are in the possession of the receiving party shall be and remain the property of the disclosing party and shall be promptly returned to the disclosing party or destroyed upon the earlier of the disclosing party’s written request or the expiration or termination of this Agreement.
    
7. No License. Nothing in this Agreement is intended to grant any rights to either party under any patent or copyright of the other party, nor shall this Agreement grant either party any rights in or to Confidential Information of the other party except as expressly set forth herein.
    
8. Term. Subject to the Clause 2 herein, the parties may disclose Confidential Information under this Agreement unless and until a party notifies the other in writing that it wishes to terminate this Agreement (the “Term”). Notwithstanding termination of this Agreement, a party’s obligations of confidentiality with respect to information received by it during the Term shall continue a period of three (3) years following receipt.
    
9. Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Georgia, United States of America.
    
10. Dispute Resolution. Any dispute arising out of or in connection with this Agreement shall first be referred to the respective authorized representatives of the Parties, or their designated nominees and, if not resolved to each Party’s satisfaction within 14 days of the date of the initial reference (or such longer time as the Parties may jointly agree) either Party may give to the other Party a notice that a dispute or difference exists, specifying its nature, the point(s) in issue and its intention to refer the dispute to mediation at the Georgia Office of Dispute Resolution. If the Parties fail to resolve such dispute or difference by further consultation within a period of fourteen (14) days from the date upon which such further notice of dispute or difference has been given, or such longer time as Parties may jointly agree, either Party may refer the dispute to the Georgia Office of Dispute Resolution for mediation and if the dispute is not resolved by mediation at the Georgia Office of Dispute Resolution within a period of 15 days from the date of submission, either Party may refer the dispute to arbitration. The place of arbitration shall be Atlanta, Georgia, USA. The language of Arbitration shall be English.
     
11. Ownership. All Confidential Information, including inherent intellectual property rights, remain the sole and exclusive property of the disclosing party. Similarly, the receiving party does not own any intellectual property of the disclosing party, including any proprietary methodologies, tools or practices.
     
12. Indemnity. The parties shall exercise the best judgment in adhering to the terms and conditions of this Agreement with a view to avoiding any claims, proceedings, or suits being made or instituted against Parties. The receiving party shall indemnify the disclosing party fully and effectively from and against all demands, claims, suits, losses, liabilities, damages, costs and expenses which may be made or brought against that the disclosing party, or which the disclosing party may suffer or incur, as a result of or arising from any breach, or deemed breach, by the receiving party of its obligations under this Agreement.
     
13. Injunctive Relief.  The parties acknowledge and agree that any violation or threatened violation of this Agreement may cause irreparable harm to the disclosing party, the degree and scope of which may be difficult to ascertain.   The parties further acknowledge and agree that, in the event of any actual or threatened breach of the receiving party’s obligations under this Agreement, the disclosing party may have no adequate remedy at law.   Therefore, and notwithstanding the provisions of Section 9 (“Governing Law”) of this Agreement, the disclosing party shall have the right to seek temporary and permanent injunctive relief in any court of competent jurisdiction or an administrative order from any competent government authority, to prevent, enjoin and prohibit any such actual or threatened breach, without providing security and without prejudice to any and all other rights and remedies available to the disclosing party under this Agreement or under the laws of the Federal Republic of Nigeria.  
     
14. Non-Waiver: Failure or omission by a party at any time to enforce or require strict or timely compliance with any provision of this Agreement shall not affect or impair that provision in any way or the rights of that party to avail itself of the remedies it may have in respect of any breach of that provision.
     
15. Severability. If any part of this Agreement is held by any court or administrative body of competent jurisdiction to be illegal, void or unenforceable, such determination shall not impair the enforceability of the remaining parts of this Agreement.
     

Miscellaneous. This Agreement shall bind and insure to the benefit of the parties hereto and their successors and assigns. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof.  If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effectuate the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof. This Agreement may not be amended, nor any obligation waived, except by way of a written document signed by both parties hereto.