NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement (“Agreement”) is entered into as of [Effective Date], by and between:

Disclosing Party

Gamezon Space Corporation
A multinational e-commerce and technology company incorporated in Kenya, with its principal offices in Nairobi, Kenya (“Disclosing Party” or “Company”).

AND

Receiving Party

[Recipient Full Legal Name]
Address: [Recipient Address]
(“Receiving Party”).

The Disclosing Party and Receiving Party may individually be referred to as a “Party” and collectively as the “Parties.”

1. PURPOSE

The Parties wish to engage in discussions and potential business relationships involving:

Corporate operations
Shareholder registration services
Investment opportunities
Strategic partnerships
Financial transactions
Technology development
Platform access
Investor due diligence
Commercial collaborations

During these discussions, confidential and proprietary information may be disclosed by the Company to the Receiving Party.

This Agreement establishes the terms governing the protection, handling, and non-disclosure of such information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, “Confidential Information” includes all non-public information disclosed in any form, whether written, oral, electronic, visual, digital, or physical, including but not limited to:

Business Information

Corporate strategies
Expansion plans
Operational procedures
Internal policies
Supply chain systems
Logistics frameworks

Financial Information

Revenue data
Financial statements
Forecasts and projections
Banking information
Funding rounds
Valuation data
Investment structures

Shareholder & Investor Information

Cap tables
Shareholder identities
Investment agreements
ESOP structures
Voting rights
Investor communications

Technology & Intellectual Property

Source code
APIs
Software architecture
Databases
Algorithms
Product designs
Trade secrets

Commercial Information

Vendor agreements
Customer lists
Pricing models
Marketing strategies
Business analytics

Legal & Regulatory Information

Legal documents
Compliance procedures
Litigation information
Licensing details

Data & Security Information

User data
Access credentials
Security protocols
Encryption systems
Internal cybersecurity procedures

Confidential Information also includes any copies, summaries, analyses, notes, or derivatives created from such information.

3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information shall not include information that:

Is publicly available through no breach of this Agreement;
Was lawfully known to the Receiving Party before disclosure;
Is independently developed without use of the Confidential Information;
Is lawfully obtained from a third party without confidentiality obligations;
Is approved for release in writing by the Company.

4. CONFIDENTIALITY OBLIGATIONS

The Receiving Party agrees to:

Maintain strict confidentiality of all Confidential Information;
Use the Confidential Information solely for the authorized business purpose;
Protect the information using commercially reasonable security measures;
Exercise at least the same degree of care used to protect its own confidential information;
Restrict disclosure only to authorized employees, advisors, legal counsel, investors, or consultants who have a legitimate need to know;
Ensure all permitted recipients comply with confidentiality obligations equivalent to this Agreement.

The Receiving Party shall not:

Disclose Confidential Information to unauthorized persons;
Copy, reproduce, reverse engineer, or exploit proprietary materials;
Use Confidential Information for competitive advantage;
Publicly discuss or publish confidential matters without written consent.

5. DATA HANDLING & INFORMATION PROTECTION STANDARDS

The Receiving Party shall implement reasonable administrative, technical, and physical safeguards to protect Confidential Information, including:

Secure password protection
Encryption of sensitive digital data
Access control restrictions
Secure cloud storage practices
Protection against unauthorized access
Regular cybersecurity measures

The Receiving Party agrees to promptly notify the Company of:

Any unauthorized disclosure;
Data breach;
Security compromise;
Suspected misuse of Confidential Information.

6. RESTRICTED DISCLOSURES

The Receiving Party may disclose Confidential Information only when:

Required by law, court order, or governmental authority;
The Company provides prior written authorization.

Where disclosure is legally required, the Receiving Party shall:

Provide prompt written notice to the Company where legally permissible;
Cooperate in seeking protective measures;
Disclose only the minimum required information.

7. OWNERSHIP OF INFORMATION

All Confidential Information remains the exclusive property of the Company.

Nothing in this Agreement shall:

Transfer ownership rights;
Grant intellectual property licenses;
Create partnership or joint venture rights;
Convey shareholder ownership unless separately documented.

8. NON-CIRCUMVENTION

The Receiving Party shall not directly or indirectly:

Circumvent the Company in business opportunities;
Solicit investors, shareholders, suppliers, or clients introduced by the Company;
Replicate confidential business models using disclosed information.

This restriction shall survive termination of this Agreement for a period of [2–5 Years].

9. TERM OF AGREEMENT

This Agreement shall commence on the Effective Date and remain in force for:

Five (5) years from the date of disclosure; or
Until the Confidential Information lawfully becomes public.

Trade secrets shall remain protected indefinitely to the maximum extent permitted by law.

10. RETURN OR DESTRUCTION OF INFORMATION

Upon written request by the Company, the Receiving Party shall promptly:

Return all Confidential Information;
Permanently delete electronic records;
Destroy physical copies;
Certify destruction upon request.

The Receiving Party may retain one archival copy solely for legal compliance purposes.

11. BREACH & CONSEQUENCES

The Receiving Party acknowledges that unauthorized disclosure may cause irreparable harm to the Company.

In the event of breach, the Company shall be entitled to:

Immediate injunctive relief;
Monetary damages;
Recovery of legal fees and enforcement costs;
Termination of ongoing business relationships;
Additional remedies available under applicable law.

12. NO WARRANTY

Confidential Information is provided “as is” without warranties regarding accuracy or completeness.

The Company shall not be liable for decisions made based on disclosed information.

13. GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws of:

Kenya

Any disputes arising under this Agreement shall be resolved exclusively in the courts of Nairobi, Kenya.

14. ENTIRE AGREEMENT

This Agreement constitutes the complete understanding between the Parties regarding confidentiality and supersedes all prior discussions or agreements relating to the subject matter herein.

15. AMENDMENTS

Any amendments or modifications to this Agreement must be made in writing and signed by both Parties.

16. SEVERABILITY

If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. EXECUTION & SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

DISCLOSING PARTY

Gamezon Space Corporation

By: ___________________________
Name: _________________________
Title: __________________________
Date: __________________________

RECEIVING PARTY

[Recipient Full Legal Name]

By: ___________________________
Name: _________________________
Title: __________________________
Date: __________________________