Mutual Non-Disclosure Agreement

This OneLiquidity Mutual Non-Disclosure Agreement (“Agreement”) is a contract between you  and LQTY PAYMENTS INC. or its affiliate as the case may be ("OneLiquidity" "we," or" us"). By using the website, https://www.oneliquidity.com/ and any associated websites, APIs, mobile applications, or retail products and/or services (collectively the "OneLiquidity Site & Services"), you agree to be legally bound to this Agreement and acknowledge that you have read, understood, and accept all the terms and conditions contained in this Agreement, User Agreement, and Privacy Policy.

When used in this Agreement: 1.1 Affiliates means any legal entity which a Party owns, which owns a Party, or which is under common ownership with such Party.

1.2 Already Known: Information that at the time of disclosure under this Agreement is already known to the Receiving Party without any restriction on its disclosure. 1.3 Authorised Representatives means either Party's Affiliates, directors, officers, managers, partners, employees, contractors, agents, accountants, legal counsel, advisors, and associates.

1.4 Confidential Information: means any information disclosed by or on behalf of a Party (the "Disclosing Party") to the other Party (the "Receiving Party") whether provided orally or in writing and on any medium, concerning the Disclosing Party's business and/or operations and includes without limitation any materials, trade secrets, know-how, formulas, processes, algorithms, ideas, strategies, inventions, data, designs, flow charts, drawings, proprietary information, current or potential client details, employee details, business and marketing plans, financial and operational information, material or data relating to the current and/or future business and operations; and 1.4.2. any analysis, compilations, studies, summaries, extracts, or other documentation prepared by the Receiving Party or its Authorized Representatives based on Confidential Information disclosed by the Disclosing Party.

1.5 Excluded Information: The restrictions of this Agreement on the use and disclosure of Confidential Information will not apply. 1.6 Independently Developed: Information that is independently developed by the Receiving Party without the use of Confidential Information or breach of this Agreement. 1.7 Non-compete means the period commencing on the effective date and ending twenty-four (24) months after the expiration of the contract period or the date of termination of the contract. 1.8 Parties refer to both You and OneLiquidity jointly, and individually as a party.

1.9 Public Information: Information that is or becomes publicly known without the breach of this Agreement.

1.10 Released: Information that is approved for disclosure in writing by the Disclosing Party.

1.11 Third-Party Source: Information that is or subsequently comes into the possession of the Receiving Party from a third party without violation of any contractual or legal obligation.

The Parties have entered into this Agreement to exchange certain Confidential Information in connection with a business and/ or transaction (the “Purpose”). The Parties agree to exchange Confidential Information under the terms and conditions of this Agreement.

To the extent practical, the Disclosing Party shall furnish Confidential Information in documentary or tangible form marked as "Confidential". However, if disclosure of Confidential Information is in non-documentary form or if the disclosure is first made orally or by visual inspection, the Disclosing Party shall have the right or, if requested by the Receiving Party, the obligation to confirm in writing the fact and the general nature of such disclosure within a reasonable time after such disclosure or request is made. The failure to mark as "Confidential" information which is Confidential Information shall not reduce or otherwise alter the obligations of confidentiality of that information hereunder.

4.1. Confidentiality: The Receiving Party agrees to hold Confidential Information in confidence by the terms of this Agreement. The parties agree that on no event will either party make or cause to be made any comment, written statement, or press release to any member of the media concerning the existence of this relationship, agreement, and its contents, without prior written consent being sought and obtained. 4.2. Non-Use: The Receiving Party agrees to use Confidential Information solely by the terms of this Agreement. 4.3. Non-Disclosure: The Receiving Party agrees not to disclose Confidential Information to third parties without the prior written consent of the Disclosing Party.  4.4. Copies and Recording: The Receiving Party may not copy or record the Confidential Information.

If the Receiving Party becomes compelled by law to disclose any Confidential Information: 5.1. Notice of Disclosure: The Receiving Party shall provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. 5.2. Cooperation to Seek Protective Order: The Receiving Party shall cooperate with the Disclosing Party to obtain a protective order or other appropriate remedies. 5.3. Limited Disclosure: If a protective order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party shall: (i) disclose only the portion of Confidential Information that is legally required to be disclosed [in the written opinion of its counsel]; and (ii) exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be afforded to Confidential Information. 5.4. Assurances: The Receiving Party will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be afforded to Confidential Information.

The Receiving Party shall not disclose Confidential Information to any person, except: 6.1. to its officers, directors, or employees on a need-to-know basis and only to the extent necessary to carry out that purpose and subject to all requirements of confidentiality outlined in this Agreement, or 6.2. under express written authorisation by the Disclosing Party.

The Receiving Party will inform any person permitted to receive Confidential Information of the confidential nature of the information, and the obligations of this Agreement, and the Receiving Party shall be liable for any breach of the Agreement by such person.

Neither Party nor its Authorised Representatives, without the prior written consent of the other Party, will disclose to any person that: 8.1. Discussions: Any discussions or negotiations that are taking place or have taken place between the Parties concerning a possible business transaction or business relationship. 8.2. Disclosure of Information: Confidential Information has been made available to the Receiving Party.  8.3. Potential Relationship: The terms, conditions, or other facts concerning any potential or actual business relationship or transaction, including the status of any discussions.

9.1. Notice: If the Receiving Party becomes compelled by law to disclose any Confidential Information, the Receiving Party, if permitted by such law, will provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. 9.2. Mandatory Disclosure: If a protective order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party may, without liability, disclose Confidential Information which it is legally compelled to disclose. 9.3. Limited Disclosure: The Receiving Party further agrees that it will furnish only that portion of Confidential Information that is legally required to be disclosed and will make all reasonable efforts to obtain reliable assurances that confidential treatment will be afforded to Confidential Information.

10.1. Authority: Each Party warrants that it has the authority to enter into this Agreement and further warrants that it has the right to disclose the Confidential Information. 10.2. No Violations: Each Party represents to the other that the disclosure of the Confidential Information will not violate any proprietary rights of third parties and that the disclosure will not violate any contractual obligations which the Parties may have to any third party.

Confidential Information is provided "as is." The Disclosing Party makes no warranties, express or implied, regarding the accuracy or completeness of the Confidential Information. THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE DISCLOSING PARTY BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Disclosing Party does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the confidential information shall be solely at the risk of the Recipient.

12.1. Proprietary Rights: The Disclosing Party retains all proprietary rights to the Confidential Information. 12.2. License Rights: No license, express or implied, is granted other than to use the Confidential Information in the manner and to the extent authorised in this Agreement. 12.3. Derivative Property: All rights, title, and interest in and to the Confidential Information and intellectual property produced based on the Confidential Information is and shall remain the sole property of the Disclosing Party. Subject only to the Receiving Party's limited use of the Confidential Information for the purpose set forth above in this Agreement, the Receiving Party acknowledges and agrees that nothing in this Agreement shall be construed as granting any rights, license or otherwise, to any Confidential Information disclosed under this Agreement, and the Receiving Party shall not violate any of the Disclosing Party's intellectual property or other rights in or to the Confidential Information. 12.4. Express Reservation of Intellectual Property (IP) Rights: Each Party acknowledges and agrees that no license, implied or otherwise, is granted hereby under any patent, copyright, trademark, or any application for any of the foregoing or any other intellectual property right. If Confidential Information is or becomes the subject of a patent, copyright, trademark, or any application for any of the foregoing, the Party originating such Confidential Information will have all the rights and remedies available under such patent, copyright, trademarks, or application.

Each Party may currently or in the future be developing information internally or receiving information in confidence from other parties that may be similar or competitive to the information received from the other Party. Accordingly, neither Party makes any representation or inference that it will not develop products or processes, for itself or others, that compete with the products or processes of the other Party.

14.1. No Obligation: The Receiving Party acknowledges and agrees that the Disclosing Party, in its sole discretion: 14.1.1. is free to explore other potential opportunities that may lead to a possible transaction with another Party, 14.1.2. may change the procedures relating to its consideration of a transaction at any time without prior notice, 14.1.3. may reject any proposals made by the Receiving Party concerning a possible Transaction, 14.1.4. may terminate discussions with the Receiving Party at any time and for any reason, and 14.1.5. will have no obligation or liability to the Receiving Party about a possible Transaction by this Agreement or otherwise, unless and until and only if definitive agreements have been executed for a Transaction.

The Receiving Party shall hold the Confidential Information in strict confidence. The Receiving Party shall be responsible for any breach of confidentiality obligations and restrictions on use by its employees, contractors, consultants, or agents.

16.1. Obligation to Return or Destroy: At the Disclosing Party's request, the Receiving Party will, as far as technically reasonably possible: 16.1.1. promptly return to the Disclosing Party all Confidential Information including all copies, extracts, or other reproductions (regardless of the form in which such reproductions are maintained); or 16.1.2. If the Disclosing Party so directs, the Receiving Party will destroy such Confidential Information and provide written confirmation of such destruction. 16.2. Archive Exception: Notwithstanding the foregoing, the Receiving Party may retain copies of the Confidential Information by policies and procedures of the Receiving Party solely to comply with the law, regulation, or archival purposes; provided, however, that any Confidential Information so retained will continue to be Confidential Information under the terms of this Agreement and the Receiving Party will continue to be bound by the terms of this Agreement concerning such Confidential Information.

The Receiving Party will immediately notify the Disclosing Party upon discovery of any loss or unauthorised disclosure of the Confidential Information. 17.1. Notice Requirements: The notice must fully detail such loss, unauthorised possession, use, or knowledge. 17.2. Cooperation: The Receiving Party will cooperate with the Disclosing Party in any reasonable fashion to assist the Disclosing Party in regaining possession of the Confidential Information and prevent its further unauthorised use or disclosure.

18.1. Ownership: The Receiving Party agrees and understands that all the rights to the trademarks, copyrights, patents, designs, and any other intellectual property in the Confidential Information are and shall remain the exclusive property of the Disclosing Party. 18.2. No Obligation: Neither Party has any obligation under this Agreement to purchase from or furnish any products or services to the other Party or enter into any other agreement.

19.1. The Partner agrees that it will not circumvent the other Party in any transaction or business opportunity originated or initiated by the other Party. 19.2. Circumvention shall include any attempt to: 19.2.1. deal directly or indirectly in any manner with any of the contact persons or other individuals or companies related to the proposed arrangement, including having any part of or deriving any benefit from the business opportunity or any aspect thereof, or 19.2.2. by-pass, compete, avoid, circumvent, or attempt to circumvent the other Party relative to the business opportunity including utilising any confidential information exchanged or otherwise exploiting or deriving any benefit from the relationship for 24 months following the expiration of this Agreement.

20.1. The partner agrees that during the Non-Compete Period, it will not directly or indirectly: 20.1.1. induce or attempt to induce any employee, contractor, or agent of OneLiquidity to terminate his/her relationship with the Company, 20.1.2. In any way materially interfere with the relationship between OneLiquidity and any employee, contractor, or agent of OneLiquidity, 20.1.3. hire or attempt to hire, directly or through any entity, any person who was an employee, contractor, or agent of OneLiquidity at any time during the Non-Compete Period, or 20.1.4. induce or attempt to induce any partner, client, referral source, customer, supplier, licensee, or any other person with a business relationship with OneLiquidity to cease or reduce their business with OneLiquidity or to do business with any other person, business, or entity.

21.1. Indemnity: Receiving Party agrees to indemnify, defend, and hold harmless the Disclosing Party and its Affiliates against any damages, or judgments (including, but not limited to, interest, attorneys’ fees, and costs of enforcing such obligations under this indemnity) which result from: 21.1.1. Use the confidential information by the Receiving Party or its Representatives for any purpose other than this Agreement. 21.1.2. any breach or alleged breach of any warranty, representation, agreement, or inducement herein made by the Receiving Party or its Representatives; 21.1.3. any acts, omissions, or representations of the Receiving Party; or 21.1.4. other costs otherwise incurred by the Disclosing Party in enforcing or preserving its rights under this Agreement.

22.1. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, representations, and understandings of the Parties, written or oral. 22.2. Counterparts: This Agreement may be executed in counterparts, each of which will be deemed to be an original, but all of which, taken together, will constitute the same agreement. 22.3. Amendment: This Agreement may be amended only in writing and signed by the Parties. 22.4. Notices: All notices permitted or required under this Agreement will be in writing and will be delivered in person or mailed by first class, registered or certified mail, postage prepaid, to the address of the Party specified in this Agreement or such other address as either Party may specify in writing. Such notice will be deemed to have been given upon receipt. 22.5. Assignment: This Agreement will not be assigned by either Party without the prior written consent of the other Party. 22.6. Applicable Law: This Agreement will be construed by and governed by the laws of the State of Ontario without giving effect to conflict of law principles. 22.7. Survival: The rights and obligations of the Parties hereunder will survive for 24 months thereafter after the termination or expiration of this Agreement, or discussions (in the event the Parties decide not to go ahead with the business collaboration or transactions contemplated by this Agreement). The obligations of non-circumvention shall survive for two (2) years after the termination or expiry of this Agreement. Either party may terminate this Agreement at any time upon written notice to the other party. Termination shall not affect confidentiality obligations concerning any confidential information or business contacts obtained before the effective termination date. 22.8. Injunctive Relief: The Parties hereby acknowledge and agree that monetary damages would not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party will be entitled to seek injunctive or other equitable relief to remedy any such breach or threatened breach by the Receiving Party. 22.9. No Waiver of Rights: A failure or delay in exercising any right, power, or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power, or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege. 22.10. Remedies Cumulative: Such remedy will not be deemed to be the exclusive remedy for any breach of this Agreement but will be in addition to all other rights and remedies available at law or in equity. 22.11. Severability: If a court of law finds any provision of this Agreement void and unenforceable, the remaining provisions shall remain in full force and effect.