NON-DISCLOSURE AGREEMENT

1.          Definitions

         a)       “Confidential Information” means all information, whether written, oral, electronic, or in any other form, disclosed by a Party (the “Disclosing Party”) to the other Party (the “Recipient”), including but not limited to financial data, business plans, strategies, operations, intellectual property, and other proprietary information, whether marked confidential or not, that is disclosed for the purposes of evaluating and discussing potential business investment, partnerships, or exit opportunities (the “Purpose”).

b)      “Professional Advisors” means any legal, accounting, financial, or other professional advisors who require access to Confidential Information for the Purpose and who are bound by obligations of confidentiality no less restrictive than those contained herein.

2.          Non-Use and Non-Disclosure

a)       The Recipient shall use Confidential Information solely for the Purpose and for no other purpose without the prior written consent of the Disclosing Party.

b)      The Recipient shall keep all Confidential Information strictly confidential and shall not disclose such information to any third party other than its Professional Advisors, except as expressly permitted herein.

3.          Exceptions

         The obligations under Clause 2 shall not apply to information which:

a)      is or becomes publicly available through no act or omission of the Recipient;

b)      was lawfully known to the Recipient prior to disclosure by the Disclosing Party and free of any confidentiality obligation;

c)       is independently developed by the Recipient without use of the Disclosing Party’s Confidential Information; or

d)      is required to be disclosed pursuant to applicable law, regulation, or order of a competent authority, provided that the Recipient gives the Disclosing Party prompt written notice of such requirement to allow the Disclosing Party to seek protective measures.

4.          Obligations of Care

The Recipient shall exercise at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

5.          Return or Destruction

Upon written request of the Disclosing Party, the Recipient shall promptly return or destroy all copies of Confidential Information and certify in writing that no copies have been retained.

6.          Intellectual Property

Nothing in this Agreement shall be construed as granting any license, right, or interest in or to any intellectual property of the Disclosing Party, except the limited right to use the Confidential Information solely for the Purpose.

7.          Remedies

The Recipient acknowledges that unauthorised disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party, for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief or specific performance, in addition to any other remedies available at law or in equity, without the necessity of posting bond or proving actual damages.

8.          Survival

The obligations of confidentiality and non-use under this Agreement shall survive for a period of five (5) years from the Effective Date or until such time as the Confidential Information no longer qualifies as confidential under Clause 3, whichever is later.

9.          Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Jersey. The Parties hereby submit to the exclusive or non-exclusive jurisdiction of the Royal Court of Jersey to resolve any disputes arising out of or in connection with this Agreement.

10.       Miscellaneous

a)       No waiver of any provision of this Agreement shall constitute a waiver of any other provision or of any subsequent breach.

b)      If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

c)       This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements, understandings, and communications relating thereto.

d)      Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party.