Mutual Non-Disclosure Agreement

This Agreement allows Client name and AYCAS Studios to exchange sensitive business information — including counterparties, pricing, strategy, and operating detail — in confidence, for the purpose of evaluating and, if agreed, executing a venture-build or creative-services engagement.

Recitals

The parties wish to explore a commercial engagement under which AYCAS Studios will design and deliver creative and/or business infrastructure for the Client. In the course of that evaluation and any engagement that follows, each party will disclose Confidential Information to the other. This Agreement sets the terms on which such information is handled.

Terms

1. Confidential Information

   "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party"), whether in writing, orally, visually, digitally, or by any other means, including but not limited to:

   1. trade strategies, commercial terms, and pricing;
   2. the identity of suppliers, buyers, bankers, lenders, logistics partners, and other counterparties;
   3. financial data, forecasts, and capital structure;
   4. operating methodologies, SOPs, and proprietary systems;
   5. personnel, shareholder, and governance information;
   6. any information marked or reasonably understood to be confidential.

2. Obligations of the Receiving Party

   The Receiving Party shall:

   1. hold all Confidential Information in strict confidence;
   2. use it solely for the purpose of evaluating and, if agreed, executing the engagement (the "Purpose");
   3. limit access strictly to personnel, contractors, or advisors with a genuine need to know, each under confidentiality obligations no less strict than those set out here;
   4. not reproduce, summarise, publish, or distribute the Confidential Information except as necessary for the Purpose;
   5. on the Disclosing Party's written request, promptly return or securely destroy all Confidential Information in its possession and confirm destruction in writing.

3. Exclusions

   The obligations in Clause 2 do not apply to information that:

   1. is or becomes public knowledge through no breach of this Agreement;
   2. was already known to the Receiving Party at the time of disclosure, demonstrable from its contemporaneous records;
   3. is lawfully received from a third party free of confidentiality restriction;
   4. is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information;
   5. is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) to allow it to seek a protective order.

4. No Licence, No Obligation to Engage

   Nothing in this Agreement grants the Receiving Party any licence, title, or interest in the Disclosing Party's Confidential Information beyond the limited use for the Purpose. Nothing in this Agreement obligates either party to enter into any commercial engagement.

5. Term

   This Agreement takes effect on the Effective Date and remains in force for three (3) years thereafter, or for three (3) years following termination of any subsequent engagement between the parties, whichever is later. Clause 2 survives for the same period.

6. Remedies

   Each party acknowledges that breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate. The non-breaching party is therefore entitled to seek injunctive relief in addition to any other remedies available in law or equity, and to recover reasonable legal costs incurred in enforcing this Agreement.

7. Governing Law & Disputes

   This Agreement is governed by the laws of Zimbabwe. Any dispute arising from or in connection with this Agreement that cannot be resolved by good-faith negotiation within thirty (30) days shall be referred to arbitration in Harare under the Zimbabwe Arbitration Act [Chapter 7:15], with a single arbitrator appointed by mutual agreement, failing which by the Commercial Arbitration Centre.

8. General

   1. This Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all prior discussions.
   2. Any amendment must be in writing and signed by both parties.
   3. If any provision is found invalid or unenforceable, the remainder shall continue in full force.
   4. Neither party may assign its rights or obligations under this Agreement without the other's prior written consent.
   5. This Agreement may be executed in counterparts, including electronically, each of which shall constitute an original.

Execution

The parties, through their duly authorised representatives, have signed this Agreement on the dates indicated.