Mutual Non-Disclosure Agreement

This Agreement is entered into between Global Deal Inc. (registration 2025/155235/07), of Cnr 12th Avenue & Rivonia Boulevard, Sandton, Johannesburg, South Africa ("GDI"), and the company registering below ("the Counterparty"), each a "Party".

1. Purpose

The Parties wish to explore a potential trading relationship through the GDI Exchange, including the sourcing, supply, purchase or sale of goods and related services ("the Purpose"). In doing so, each Party may disclose confidential information to the other.

2. Confidential Information

"Confidential Information" means any non-public information disclosed by one Party to the other in connection with the Purpose, in any form, including but not limited to: pricing, margins and cost structures; supplier and customer identities; product specifications and sourcing routes; quotations, tenders and bid strategies; contractual terms; financial, technical and commercial data; and the existence and content of any discussions between the Parties.

3. Obligations

Each Party undertakes to:

• use the other Party's Confidential Information solely for the Purpose;
• keep it confidential and protect it with no less care than it applies to its own confidential information, and in any event with reasonable care;
• disclose it only to those directors, employees or professional advisers who need to know it for the Purpose and who are bound by equivalent obligations; and
• not copy, reproduce or distribute it except as reasonably required for the Purpose.

4. Non-circumvention

Neither Party shall, for a period of twenty-four (24) months from the date of this Agreement, directly or indirectly approach, solicit, contract with or transact with any supplier, manufacturer, buyer, agent, financier or other counterparty first introduced by the other Party, without that Party's prior written consent. This applies whether the approach is made by the Party itself, an affiliate, an employee, or any third party acting on its behalf.

5. Exclusions

The obligations above do not apply to information which: was already lawfully known to the receiving Party without restriction before disclosure; is or becomes public through no breach of this Agreement; is lawfully received from a third party entitled to disclose it; or is independently developed without reference to the disclosed information.

6. Compelled disclosure

A Party may disclose Confidential Information where required by law, regulation, court order or a competent regulatory authority, provided it gives the other Party prompt written notice where lawfully permitted to do so, and discloses only what is legally required.

7. No licence, no warranty

Nothing in this Agreement transfers any intellectual property right or grants any licence. Confidential Information is provided "as is". Neither Party warrants its accuracy or completeness, and neither is obliged to disclose any particular information.

8. No obligation to transact

This Agreement does not oblige either Party to enter into any transaction, purchase, supply or further agreement, and does not create a partnership, joint venture, agency or employment relationship between the Parties.

9. Duration

This Agreement takes effect on the date of acceptance and continues for three (3) years. The confidentiality obligations in clause 3 survive for a further three (3) years after termination. The non-circumvention obligation in clause 4 survives for the period stated in that clause.

10. Data protection

Each Party shall process any personal information received under this Agreement in accordance with the Protection of Personal Information Act 4 of 2013 (POPIA) and any other applicable data protection law, and only for the Purpose.

11. Governing law

This Agreement is governed by the laws of the Republic of South Africa. The Parties submit to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Local Division, Johannesburg.

12. Electronic acceptance

The Parties agree that acceptance by typing a full name and confirming below constitutes a valid electronic signature under the Electronic Communications and Transactions Act 25 of 2002, and that this Agreement is binding in that form. The date, time and IP address of acceptance are recorded as evidence of signature.