Mutual Non-Disclosure Agreement

This mutual non-disclosure agreement (the Agreement) is provided as a starting template for firms evaluating Foundation One and wishing to receive confidential materials (penetration-test summaries, controls documentation, AI Act compliance scorecards, or a private demo under NDA) before signing a commercial agreement. It is governed by the laws of the Republic of Mauritius.

How to use this template: download the text below, have your legal counsel review and adapt it to your firm\u2019s requirements, sign two copies, and email them to f1-partners@aphelion-group.com. We will countersign and return a fully executed copy within one business day.

1. Parties

This Agreement is entered into between Aphelion Ltd, a company incorporated in the Republic of Mauritius under the Companies Act 2001, having its registered office at 2nd Floor, KL House, M2 Motorway, Riche Terre, 21813 Mauritius (Aphelion), and the firm executing the counterpart signature block below (the Recipient). Each is a Party; together they are the Parties.

2. Purpose

The Parties wish to explore a potential business relationship in connection with the Foundation One platform (the Purpose). In connection with the Purpose, each Party may disclose to the other information that is confidential in nature (Confidential Information).

3. Definition of Confidential Information

Confidential Information means any non-public information disclosed by one Party (the Disclosing Party) to the other (the Receiving Party), whether disclosed orally, in writing, or by inspection, that is either marked or identified as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: product roadmaps, security documentation, penetration-test results, controls documentation, client data structures, pricing, AI model documentation, and business operations information.

4. Obligations of the Receiving Party

The Receiving Party agrees to: (a) use Confidential Information solely for the Purpose; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care; (c) not disclose Confidential Information to any third party without the Disclosing Party\u2019s prior written consent; and (d) not reverse-engineer, decompile, or disassemble any software or materials disclosed.

The Receiving Party may disclose Confidential Information to its employees, officers, and professional advisers who have a need to know for the Purpose, provided they are bound by confidentiality obligations no less protective than those in this Agreement.

5. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party\u2019s possession before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is rightfully received from a third party without a breach of obligation.

6. Compelled disclosure

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives the Disclosing Party reasonable prior notice (where legally permitted) and cooperates in any reasonable effort to obtain a protective order.

7. Term

This Agreement is effective from the date of the last signature and continues for two (2) years. The confidentiality obligations survive the termination of this Agreement for a further period of three (3) years.

8. Return or destruction

Upon written request from the Disclosing Party, or upon termination of this Agreement, the Receiving Party will return or destroy all Confidential Information in its possession, except that it may retain one archival copy solely for the purpose of complying with its legal or regulatory record-keeping obligations.

9. No licence or warranty

Nothing in this Agreement grants the Receiving Party any licence, right, title, or interest in the Confidential Information or any intellectual property of the Disclosing Party. All Confidential Information is provided \u201cas is\u201d, without warranty of any kind.

10. Governing law and jurisdiction

This Agreement is governed by the laws of the Republic of Mauritius. The Parties submit to the exclusive jurisdiction of the courts of Mauritius, subject to either Party\u2019s right to seek interim or injunctive relief in any court of competent jurisdiction.

11. Counterparts and electronic signature

This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original and all of which together constitute one instrument.

Signature blocks

For Aphelion Ltd:
Name: _______________________________
Title: _______________________________
Date: _______________________________
Signature: _______________________________

For the Recipient:
Firm name: _______________________________
Name: _______________________________
Title: _______________________________
Date: _______________________________
Signature: _______________________________