Non-Circumvention & Non-Disclosure Agreement

This Agreement protects the Client's counterparty relationships — its suppliers, buyers, bankers, lenders, logistics partners, and any other trade contacts it may share with AYCAS Studios during the engagement — from being approached, solicited, or transacted with by AYCAS Studios outside the scope of the engagement.

Recitals

In the course of the engagement (or evaluation thereof), the Client will share with AYCAS Studios the identity of its counterparties, including suppliers, buyers, bankers, lenders, logistics partners, inspection agencies, and other trade contacts (together, the "Client Relationships"). Those relationships represent years of commercial effort. AYCAS Studios acknowledges their value and agrees to the terms below to ensure that the engagement creates no risk to those relationships.

Terms

1. Definitions

   In this Agreement:

   1. "Client Relationship" means any person or entity introduced to AYCAS Studios by the Client, identified by the Client to AYCAS Studios, or otherwise brought to AYCAS Studios' attention as a counterparty of the Client, whether by name, description, or context;
   2. "Circumvent" means to approach, solicit, transact with, contract with, broker, introduce to a third party, or otherwise engage commercially with a Client Relationship, directly or indirectly, for any purpose other than carrying out the engagement on the Client's behalf.

2. Non-Circumvention Undertaking

   AYCAS Studios undertakes, for itself and for every director, employee, contractor, or AI agent acting on its behalf, that it will not:

   1. Circumvent any Client Relationship;
   2. use its knowledge of any Client Relationship to benefit AYCAS Studios, any affiliate of AYCAS Studios, or any third party other than the Client;
   3. disclose the identity of any Client Relationship to any person outside the engagement team, without the Client's prior written consent;
   4. use the Client Relationship list to compete with the Client, whether during the engagement or after.

3. AYCAS Studios' Team

   AYCAS Studios shall procure that every person to whom it grants access to Client Relationship information — including subcontractors, advisors, and AI systems — is bound by confidentiality and non-circumvention obligations equivalent to those set out in this Agreement. Breach by such a person is treated as breach by AYCAS Studios.

4. Pre-Existing Relationships

   Where AYCAS Studios can demonstrate, through dated and verifiable records existing prior to the Effective Date, that it already had a bona fide commercial relationship with a party the Client subsequently identifies as a Client Relationship, that pre-existing relationship is excluded from this Agreement. The parties shall document any such exclusion in writing within thirty (30) days of the relationship being identified.

5. Term

   This Agreement takes effect on the Effective Date and remains in force for five (5) years thereafter, or for five (5) years following termination of any engagement between the parties, whichever is later. The undertakings in Clause 2 survive for the same period.

6. Remedies

   AYCAS Studios acknowledges that any breach of Clause 2 would cause the Client substantial and potentially irreparable commercial harm, for which monetary damages alone may be inadequate. The Client is therefore entitled to:

   1. seek injunctive relief to restrain the breach;
   2. recover damages, including lost profits and the value of any commercial benefit obtained by AYCAS Studios through the breach;
   3. recover reasonable legal costs incurred in enforcement.

   These remedies are cumulative and not exclusive.

7. Relationship with the NDA

   This Agreement complements and does not replace the Mutual Non-Disclosure Agreement executed separately between the parties. In the event of conflict on the treatment of Client Relationship information, the stricter obligation applies.

8. 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.

9. General

   1. This Agreement constitutes the entire agreement between the parties on its subject matter.
   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 without the other's prior written consent.
   5. This Agreement may be executed in counterparts, including electronically.

Execution

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