Mutual Non-Disclosure Agreement

1. Parties

This Mutual Non-Disclosure Agreement ("Agreement") is made between Technosphere Innovations, a business carrying on operations in Abuja, Federal Capital Territory, Nigeria ("Technosphere", "we", "us"), and the individual or entity accepting this Agreement through the Technosphere client portal ("you", "the Client"). Each of us is a "Party" and together the "Parties".

This Agreement is mutual. Each Party may disclose Confidential Information to the other and each owes the other the same obligations in respect of it.

2. Purpose

The Parties wish to discuss a possible or actual software development, management system, website or digital services engagement (the "Purpose"). To do so, each Party may disclose information that is confidential or proprietary. This Agreement governs how that information is treated.

3. What is Confidential Information

"Confidential Information" means any information disclosed by one Party (the "Discloser") to the other (the "Recipient"), in any form, that is marked confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. It includes, without limitation:

1. business ideas, concepts, product plans and unlaunched propositions;
2. specifications, designs, wireframes, source code, database structures and technical documentation;
3. customer lists, supplier terms, pricing, financial information and commercial strategy;
4. any material uploaded to the Technosphere client portal, including attachments and messages;
5. the existence and content of discussions between the Parties concerning the Purpose.

4. What is not Confidential Information

Confidential Information does not include information which the Recipient can show:

1. was already lawfully known to it, free of any obligation of confidence, before disclosure;
2. is or becomes public other than through a breach of this Agreement;
3. was lawfully received from a third party entitled to disclose it; or
4. was independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

5. Obligations of the Recipient

The Recipient shall:

1. use the Confidential Information solely for the Purpose;
2. keep it confidential and protect it with at least the degree of care it applies to its own confidential information, and in no case less than reasonable care;
3. disclose it only to those of its personnel, professional advisers or subcontractors who need it for the Purpose and who are bound by confidentiality obligations no less protective than these; and
4. remain responsible for any breach by a person to whom it has disclosed the Confidential Information.

The Recipient shall not reverse engineer, decompile or disassemble any software or materials disclosed to it, except to the extent that restriction is unenforceable under applicable law.

6. Access records

Technosphere records each occasion on which a Client submission or attachment is accessed by its personnel, including the identity of the person, the time and the originating IP address. The Client may request that record in respect of its own submissions at any time.

7. Permitted disclosure

A Recipient may disclose Confidential Information where required by law, by a court of competent jurisdiction, or by a regulator with authority over it. Where lawfully able to do so, the Recipient shall notify the Discloser before disclosing and shall disclose only what is required.

8. No licence, no obligation

Nothing in this Agreement transfers ownership of, or grants any licence in respect of, any Confidential Information or intellectual property. Ownership of work produced under an engagement is dealt with separately in the Intellectual Property Terms.

Nothing in this Agreement obliges either Party to proceed with any engagement, to disclose any particular information, or to refrain from working with any other person, subject always to clause 5.

9. Duration

This Agreement takes effect on the date of acceptance and continues for three (3) years from that date. The obligations in clause 5 survive for five (5) years from the date of the relevant disclosure, and indefinitely in respect of any information that constitutes a trade secret under Nigerian law, for so long as it remains a trade secret.

10. Return or destruction

On written request, the Recipient shall return or destroy the Discloser's Confidential Information within thirty (30) days, save that a Party may retain copies required by law, by its professional obligations, or held in routine electronic backups, which remain subject to this Agreement for as long as they are retained.

11. No warranty

Confidential Information is provided "as is". Neither Party warrants its accuracy or completeness, and neither is liable to the other for reliance on it, save in respect of fraud or fraudulent misrepresentation.

12. Remedies

Each Party acknowledges that damages alone may not be an adequate remedy for breach of this Agreement, and that the Discloser may seek injunctive or other equitable relief in addition to any other remedy available to it.

13. Electronic acceptance

This Agreement is accepted electronically. The Parties agree that acceptance recorded by the Technosphere platform — comprising the typed name of the accepting person, the date and time, the originating IP address, the version of this document and a cryptographic hash of its text — constitutes a valid and binding acceptance and may be relied upon as evidence.

The Parties acknowledge sections 84 and 93 of the Evidence Act 2011 concerning the admissibility of electronically generated evidence and electronic signatures, and agree not to dispute the validity of this Agreement solely on the ground that it was accepted electronically.

14. General

1. Entire agreement. This Agreement is the entire agreement between the Parties concerning confidentiality and supersedes any prior understanding on that subject.
2. Variation. Technosphere may publish a new version of this Agreement. A new version applies only to acceptances made after it takes effect; it does not alter an acceptance already recorded.
3. Assignment. Neither Party may assign this Agreement without the other's written consent, save to a successor of substantially the whole of its business.
4. Severance. If any provision is held unenforceable, the remainder continues in force.
5. No waiver. A failure to enforce any provision is not a waiver of it.

15. Governing law and disputes

This Agreement is governed by the laws of the Federal Republic of Nigeria.

The Parties shall first attempt to resolve any dispute by negotiation in good faith for thirty (30) days. Failing that, the dispute shall be referred to arbitration by a sole arbitrator under the Arbitration and Mediation Act 2023, seated in Abuja, Federal Capital Territory, conducted in English. Nothing in this clause prevents either Party from seeking urgent injunctive relief from a court of competent jurisdiction.