Mutual non-disclosure agreement

This mutual non-disclosure agreement is between:

O-mega Enterprise, Inc (address: 131 Continental Dr, Suite 305, Newark, Delaware 19713, United States), trading as AIData.Broker (https://aidata.broker) (we, us, our); and

[the holder], of [its address] (the Holder, which may be a company or an individual: clause 1.14),

each a Party.

Background

(A) The Holder holds data and has asked us to sell or license it, under the Mandate it accepts together with this agreement.

(B) To do so each Party will make information available to the other. This agreement sets out how that information is protected.

1. Definitions

1.1 Purpose: valuing the Holder's Data; verifying the Holder and screening the parties, as the law requires and as our verification standard at https://aidata.broker/verification describes; and, while the Mandate is in force, preparing and running the sale or licensing of the Data under it. The Purpose does not include marketing to the Holder or anyone else, or our market research.

1.2 Data: the records the Holder holds and may offer, in whole or in part, including copies and exports of them.

1.3 Counts: the figures our valuation produces from the Holder's exports on the Holder's own computer and that the Holder releases to us: counts, shares and month-level dates; the systems and file types they were read from; one-way codes of file names and sizes, so that the same export is recognised when it is measured again; and, where the exports include mailboxes or e-invoices, the few internet domains the mailboxes use most and the company names that appear most as issuer or buyer on the e-invoices, each with its count.

1.4 Sample: a de-identified part of the Data that the Holder sends us so that it can be measured under the Sample Terms, and Measurements are what we compute from it, as the Sample Terms define them.

1.5 Rights File: the Holder's answers to our rights checklist: who owns each part of the Data, which contracts limit it, who appears in it, and whether they agreed.

1.6 Datasheet: the document describing the Data that we prepare from the Holder's answers and its valuation, and that the Holder approves in writing before it goes to anyone else.

1.7 Buyer: any person other than the Holder, with every company that controls it, that it controls or that is under common control with it, that acquires or may acquire rights in the Data.

1.8 Mandate: the sale mandate for the Data that the Holder accepts together with this agreement.

1.9 Sample Terms: the Parties' valuation and sample processing terms.

1.10 Confidential Information: all information that one Party (the Discloser), or anyone on its behalf, makes available to the other Party (the Recipient) in connection with the Purpose, in any form and whether before or after the date of this agreement, including:

(a) from the Holder: the Data, the Counts, any Sample and its Measurements, the Rights File, the Datasheet, the Holder's valuation, any offer received or licence terms negotiated for the Data, and the fact that the Holder is considering a sale; and

(b) from us: our pricing research, our valuation methods, models and benchmarks that we have not published, and our Buyer information (who Buyers are and whom to contact there, their terms, budgets and requirements, what they pay those who introduce holders, and what they have told us). An offer a Buyer makes for the Data, and what the Holder learns from it, are the Holder's, not ours.

1.11 Representatives: a Party's directors, officers, employees and contractors, its professional advisers, and, in our case, the service providers named in our Privacy Policy at https://aidata.broker/legal/privacy, each only for the work the Privacy Policy states.

1.12 Portal: the Holder's workspace at https://aidata.broker. In writing includes email and messages sent through the Portal.

1.13 Personal data has the meaning given in the Sample Terms.

1.14 The Holder may be a company or other organisation, or an individual who holds the Data in its own right, such as a founder without a company. Where the Holder is an individual, the person who accepts this agreement is the Holder itself. Where the Holder is a company that is being wound up or is in an insolvency procedure, the person who accepts this agreement for it is the person the law then lets act for it, such as its liquidator, administrator, trustee, receiver or curator, or a director where the winding up is left to its directors. Where the Holder has been dissolved, it can accept this agreement only once it has been restored to its register, or through the person the law of its place of incorporation lets act for a dissolved company (for a Delaware corporation, during its continuation under 8 Del. C. section 278 or through a trustee or receiver appointed under section 279). A liquidator, administrator, trustee, receiver or curator accepts in that capacity, as agent of the Holder or in its own name as office-holder as the law of its appointment provides, and without personal liability.

2. What is not Confidential Information

2.1 Information is not Confidential Information to the extent the Recipient can show that it:

(a) is or becomes public other than through a breach of this agreement;

(b) was lawfully known to the Recipient, free of any duty of confidence, before the Discloser made it available;

(c) was lawfully received from a third party that was free to disclose it;

(d) was developed independently by the Recipient without use of the Discloser's Confidential Information; or

(e) is released by the Discloser in writing for disclosure.

2.2 Information a Buyer publishes itself, such as its published prices or programme terms, is not our Confidential Information. Our compilation and analysis of such information is.

3. How Confidential Information is protected

3.1 The Recipient will:

(a) use the Discloser's Confidential Information only for the Purpose, and in our case also for Market Statistics under clause 5;

(b) not disclose it to anyone except as clauses 3.2, 4 and 6 allow;

(c) protect it with at least the care it uses for its own information of a similar kind, and in any case with reasonable care;

(d) not copy it except as the Purpose reasonably requires; and

(e) tell the Discloser in writing without undue delay, and in any case within 48 hours, on becoming aware of any unauthorised use or disclosure, and help limit its effects.

3.2 The Recipient may disclose Confidential Information to those of its Representatives who need it for the Purpose, provided they are bound by written duties of confidence that protect it at least as this agreement does or, for a service provider, by the confidentiality and data protection terms of its contract. The Recipient is responsible for its Representatives' compliance.

4. The Datasheet and Buyers

4.1 We will make the Datasheet, or any other Confidential Information of the Holder, available to a prospective Buyer only:

(a) to a Buyer the Holder has not excluded under clause 4.1 of the Mandate or, where no Mandate is in force, one the Holder has named to us in writing, and only after we have screened that Buyer as clause 6 of the Mandate describes or, where no Mandate is in force, in the same way; and

(b) after that Buyer has given us or the Holder its written undertaking, ours or its own to the same effect, that limits its use of the information to evaluating whether to acquire rights in the Data; bars onward disclosure except to its own advisers bound by confidence; bars any attempt to identify or contact people described in the Data; requires it to keep de-identified information only in de-identified form and to bind anyone it passes it to in the same way; requires it to return or delete the information on request; confirms that it is not a covered person under 28 CFR Part 202 and will tell us at once if that changes; and bars it, for 12 months, from approaching the Holder about acquiring rights in the Data other than through us.

Before a Buyer has given that undertaking, we describe the Data to it only in terms that do not identify the Holder: the kind of data, its size and years in ranges, the Holder's industry and region in broad terms, and whether the Holder still operates.

4.2 We disclose the Holder's identity to a Buyer only once clause 4.1 is met for that Buyer and, under a Mandate, the period in its clause 4.2 has passed without the Holder excluding that Buyer. Before we do, we tell the Holder in writing which Buyer it is.

4.3 We do not send or show any Buyer the Data, a Sample or any text from a Sample. We send the Rights File itself, as opposed to the summary of it in the Datasheet, only with the Holder's written consent.

4.4 The Holder may share our Buyer information with its own Representatives for the Purpose. It will not disclose to a Buyer the identity of another Buyer, or the terms another Buyer has offered, except as that other Buyer has allowed.

5. Market statistics

5.1 We may combine the Holder's Counts and Measurements, and the price, unit and main terms of any offer received or sale made for the Data, with the same information from other holders, into statistics about the market for data (Market Statistics), and use and publish Market Statistics in our valuations and in the market research we publish as part of our service. Every valuation, the Holder's included, is priced from them. We do so only on these conditions:

(a) Market Statistics are not made from the Data, the text of a Sample, the Rights File or the Datasheet;

(b) we first remove the Holder's name and anything else that identifies the Holder, its people, anyone named in the Data, the Data itself, or the Buyer behind an offer or a sale;

(c) each figure we use or publish combines the information of at least five holders, none of which contributes more than half of it, so that the Holder's own information cannot be singled out, linked back to the Holder or inferred;

(d) we do not use the Holder's information, or any other Confidential Information of the Holder, to approach any Buyer about the Holder or its Data, or to tell a Buyer that the Data exists, without the Holder's instruction given by a Mandate or otherwise in writing; and

(e) Market Statistics are made only from information that is not personal data. Anything that is personal data is handled only under the Sample Terms; and

(f) where Regulation (EU) 2022/868 (the Data Governance Act) applies to our service for the Holder, the Holder's information is used in Market Statistics only within our service, in valuations and in figures shown in the Portal to holders and Buyers using it, and not in Market Statistics we publish to anyone else.

5.2 Market Statistics are ours. In return, every valuation the Holder receives is priced from them, and the Holder can see its own Counts and Measurements in the Portal at any time. The same conditions apply to every holder, and information the Holder made available before this agreement ends may stay in Market Statistics afterwards on the conditions in clause 5.1. Nothing the Holder makes available after it ends is added.

6. Disclosure required by law

6.1 The Recipient may disclose Confidential Information to the extent required by law, by a court or by a regulator, provided that, where the law allows, it first tells the Discloser, discloses only what is required, and asks for the information to be treated as confidential.

7. No obligation, no licence, no warranty

7.1 Nothing in this agreement obliges either Party to disclose any information, or obliges the Holder to sell or license the Data.

7.2 Confidential Information remains the Discloser's. No licence or other right in it is granted, except the limited right to use it for the Purpose and, in our case, for Market Statistics under clause 5.

7.3 Confidential Information is made available as it is. Any assurance about the Data or the Rights File is given only in a Mandate, in the Sample Terms, or in a Licence (as the Mandate defines it) between the Holder and a Buyer.

7.4 Nothing in this agreement stops the Holder from dealing with any Buyer, or stops us from acting for other holders, provided neither Party uses the other's Confidential Information to do so. A Mandate may restrict the Holder further for its term.

8. Return and deletion

8.1 On the Discloser's written request, and when this agreement ends, the Recipient will within 30 days delete or return the Discloser's Confidential Information, at the Discloser's choice, including copies in its working files and notes, and confirm this in writing.

8.2 The Recipient may keep: (a) copies the law requires it to keep; (b) copies in automatic backups until they are overwritten in the ordinary course; and (c) in our case, Market Statistics under clause 5 and a record of what was shared with whom. Anything kept remains subject to this agreement.

8.3 Samples are governed by the Sample Terms, under which their text is discarded once it is measured. On how long any Holder Data (as the Sample Terms define it) is kept and when it is deleted, the Sample Terms prevail.

9. Duration

9.1 This agreement takes effect when the Holder accepts it, together with the Mandate, as clause 11.6 describes, and continues until either Party ends it by notice in writing.

9.2 The obligations in clauses 3 to 8 continue for five years after this agreement ends, and for trade secrets and personal data for as long as the information remains a trade secret or personal data.

9.3 Ending this agreement does not end a Mandate or the Sample Terms.

10. Remedies

10.1 Damages alone may not be an adequate remedy for a breach of this agreement. Each Party may seek an injunction or other interim relief in addition to any other remedy.

10.2 Each Party's total liability to the other under or in connection with this agreement, whether in contract, tort or otherwise, is limited to the greater of USD 100,000 and the total Fees we have received under a Mandate. This does not limit the right to an injunction, or liability for fraud, gross negligence or wilful misconduct, or any liability that the law does not allow to be limited.

11. General

11.1 This agreement, any Mandate and the Sample Terms are read together. On personal data, and on how long Holder Data (as the Sample Terms define it) is kept and when it is deleted, the Sample Terms prevail; on other matters of confidentiality this agreement prevails unless a Mandate expressly says otherwise.

11.2 This agreement is the whole agreement between the Parties on its subject and replaces any earlier confidentiality terms between them on the Purpose.

11.3 A change to this agreement is valid only in writing and accepted by both Parties. Acceptance through the Portal counts.

11.4 Neither Party may transfer this agreement without the other's written consent, except to a successor to all or substantially all of its business that agrees in writing to be bound by it.

11.5 If any provision is invalid or unenforceable, the rest remains in force, and the Parties will replace it with a valid provision as close as possible to its purpose.

11.6 The Holder accepts this agreement and the Mandate together, in one step, in the Portal: by ticking the box beneath the key terms of the Mandate and typing the full name and role of the person accepting. That acceptance is the Holder's signature of both. At the same moment the Portal accepts for us, in our name, as our electronic agent, and its acceptance is ours. Both bind the Parties from that moment, and no further step is needed for either to take effect. The record of the acceptance is its evidence: the account it was given from and that account's confirmed email address, the date and time, the network address and browser it came from, the version and a fingerprint (SHA-256) of each text accepted, and the full name and role typed. We email the Holder a copy of each text accepted with its fingerprint, and the Holder can open both in the Portal.

11.7 This agreement is written in English. A translation is for convenience only.

11.8 Notices go in writing to us at hello@aidata.broker or through the Portal, and to the Holder at [the account's confirmed email] or through the Portal, or to another address a Party gives in writing. A notice sent before 17:00 on a business day at the recipient's place is received that day, and otherwise on the next business day.

11.9 This agreement, and any non-contractual obligation arising from or in connection with it, is governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Where the Holder is organised, or has its principal place of business, in the United States, or is an individual living there, disputes arising out of or in connection with this agreement are decided exclusively by the state and federal courts located in the State of Delaware, United States. Otherwise they are finally resolved by arbitration administered by the Singapore International Arbitration Centre under its arbitration rules in force when the arbitration starts, which are incorporated by reference: the seat is Singapore, the tribunal is one arbitrator, the language is English, and the Streamlined or Expedited Procedure of those rules applies where they provide for it. Either Party may seek interim relief from any competent court, and judgment on an award may be entered in any court with jurisdiction. The side that prevails in a court proceeding or an arbitration arising out of or in connection with this agreement, including one to recognise or enforce a judgment or award in any country, recovers its reasonable legal fees and costs from the other. EACH SIDE WAIVES, AS FAR AS THE LAW ALLOWS, ANY RIGHT TO A TRIAL BY JURY IN A COURT PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. Where the Holder is an individual acting for purposes wholly or mainly outside its trade, business, craft or profession, its disputes are instead decided by the courts the law of the country where it habitually resides gives it, not by arbitration, and the provisions on costs and on a jury apply to it only as far as that law allows.

11.10 No failure or delay in exercising a right under this agreement waives it.

11.11 No one other than the Parties has any right under this agreement.

11.12 Nothing in this agreement makes either Party the other's agent or partner. Any agency is created only by a Mandate.

Acceptance

Accepted for the Holder, [the holder]: by [the name typed when accepting], [the role typed when accepting] ([the account's confirmed email]), in the Portal on [the day of acceptance], together with the Mandate.

Accepted for O-mega Enterprise, Inc: by the Portal, as our electronic agent, at the same moment.