Mutual Non-Disclosure Agreement.

1. Parties

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into between:

Party A and Party B are each referred to as a “Party” and together as the “Parties.” The effective date of this Agreement is the date of the last signature below (the “Effective Date”).

2. Purpose

The Parties wish to explore and engage in a business relationship under which each Party may disclose confidential information to the other (the “Purpose”). This Agreement protects the confidentiality of such information.

3. Confidential Information

“Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”), whether orally, in writing, or by inspection, that is either marked as confidential or that a reasonable person would understand to be confidential. Confidential Information includes, without limitation:

• Inbox contents, calendar entries, and contact lists
• Financial data, strategic plans, and business forecasts
• Intellectual property, trade secrets, and proprietary methodologies
• Customer, client, and stakeholder information
• Any material the Disclosing Party marks as confidential

4. Obligations of the Receiving Party

The Receiving Party agrees to:

• Use Confidential Information solely for the Purpose and for no other purpose.
• Not disclose Confidential Information to any third party without prior written consent.
• Protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and no less than a reasonable standard of care.
• Limit access to Confidential Information to those employees, contractors, or agents who need it for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.
• Not reverse-engineer, decompile, or disassemble any software or proprietary technology disclosed.

5. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

• Was already lawfully in its possession before disclosure, without obligation of confidence.
• Is or becomes publicly available through no fault of the Receiving Party.
• Is lawfully received from a third party without obligation of confidence.
• Is independently developed by the Receiving Party without use of or reference to the Confidential Information.

6. Term

The obligations under this Agreement survive termination of any business relationship between the Parties for an indefinite period, or for the longest period permitted by applicable law, whichever is shorter. Either Party may terminate this Agreement on 30 days’ written notice; termination does not affect the surviving confidentiality obligations.

7. Return or Destruction

On written request from the Disclosing Party, or on termination of this Agreement, the Receiving Party will, within 7 days, return or destroy all Confidential Information in its possession or control, and certify in writing that it has done so.

8. Remedies

The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the Disclosing Party may seek equitable relief (including injunction) in addition to any other remedies available under applicable law, without the necessity of posting a bond.

9. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Republic of Kenya. Disputes are resolved in the first instance by good-faith negotiation between the Parties. If unresolved within 30 days, disputes are submitted to arbitration under the Nairobi Centre for International Arbitration (NCIA) Rules, seated in Nairobi, in English. The arbitral award is final and binding.

The Parties may agree in writing to have disputes governed by the laws of England and Wales, or New York, where the Principal’s jurisdiction requires it.

10. Miscellaneous

• This Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior discussions.
• Amendments must be in writing and signed by both Parties.
• No waiver is effective unless in writing.
• If any provision is found unenforceable, the remaining provisions remain in full force.
• Neither Party may assign this Agreement without the other’s prior written consent.