Non-Disclosure Agreement (NDA)

Article 1 — Purpose

As both Parties may act as either discloser or recipient, they are collectively referred to as the "Parties".

The Parties wish to engage in potential or effective discussions, exchanges and collaborations covering, without limitation, strategic consulting, coaching, training, know-how transfer, marketing, marketing automation, emailing, data analysis, steering and forecasting tools (including notably the EQOS Asia tool), organizational processes, methodologies and innovations (hereinafter the "Purpose").

In this context, either Party may be required to disclose Confidential Information to the other Party. This Agreement defines the conditions under which such Confidential Information is protected and used.

Brand(s) and activity(ies) concerned: EQOS Asia. All productions, intellectual property, methodologies, tools, content, data and communications related to these brands are covered by this Agreement.

Article 2 — Definition of confidential information

Confidential Information means any information, in any form (oral, written, electronic, visual, digital or other), disclosed by one Party to the other, including, without limitation:

• Business, marketing, sales, positioning and targeting strategies.
• Financial, economic, production, sales, performance or customer data.
• Working methods, processes, technical procedures, know-how, concepts, innovations and methodologies.
• Tools, models, algorithms, frameworks, software, prototypes or proprietary devices, including EQOS Asia and any derived EQOS product (EQOS Finance, EQOS Signal, EQOS Delivery, etc.).
• Analysis documents, reports, audits, business plans, strategic forecasts.
• Personal data, connection data, technical configurations, API access, credentials or passwords.
• Information relating to teams, members, partners, internal communications.
• Any information explicitly designated as confidential or which, by its nature or context, should reasonably be considered as such.

Article 3 — Confidentiality obligations

Each Party undertakes to:

• Use Confidential Information exclusively within the scope of the Purpose.
• Not disclose, reproduce or communicate any part of the Confidential Information to third parties without the prior written consent of the disclosing Party.
• Limit access to Confidential Information solely to persons (employees, advisors, service providers or subcontractors) who strictly need to know it for the Purpose, and who are subject to an equivalent confidentiality obligation.
• Protect Confidential Information with a level of security at least equivalent to that applied to its own sensitive information, including reasonable physical, organizational and digital security measures (restricted access, authentication, encryption where relevant).
• Promptly inform the disclosing Party of any loss, unauthorized access, disclosure or misuse of Confidential Information.

Article 4 — Mandatory legal disclosure

If the receiving Party is required to disclose all or part of the Confidential Information under a legal, regulatory, administrative or judicial obligation, it shall, unless legally prohibited: promptly inform the disclosing Party, limit disclosure to what is strictly necessary, and cooperate to preserve, as far as possible, the confidentiality of the information (including through appropriate protective measures).

Article 5 — Exclusions

Confidential Information does not include information that:

• is or becomes public without breach of this Agreement;
• was legitimately known to the receiving Party prior to its disclosure;
• is lawfully received from a third party authorized to disclose it;
• is independently developed without reference to the Confidential Information;
• must be disclosed pursuant to Article 4.

Article 6 — Third-party services and platforms

The Parties acknowledge that certain Confidential Information may be processed, transmitted or stored via third-party platforms or services (including marketing automation tools, CRM, cloud hosting, collaborative tools). Each Party undertakes to take all reasonable precautions to ensure the security and confidentiality of data, within the limits of the features offered by these third-party services.

Article 6 bis — Use of artificial intelligence tools

1. Tools used. In carrying out its engagements, the Provider may process Confidential Information using artificial intelligence tools, notably Claude (Anthropic), GPT (OpenAI), or proprietary EQOS Asia models. An indicative list of the tools used may be provided to the Client upon written request. If the Client wishes that none of the AI tools mentioned above, or any other large language model (LLM), be used to process Confidential Information, it must make an express prior written request.

2. Default processing, anonymization on request. Confidential Information may be processed with or without prior anonymization, depending on the nature of the engagement. The Client may at any time request, in writing, prior anonymization (codes, pseudonyms, segmentation) before any processing by an artificial intelligence tool; this request will be implemented by the Provider for subsequent processing.

3. Professional accounts only. The Provider undertakes to use exclusively professional accounts (Business, Team, Enterprise or API access) of artificial intelligence tool vendors, with a Data Processing Agreement ("DPA") where made available by the vendor. The use of personal consumer accounts to process Confidential Information is excluded.

4. Notification. The Provider will inform the Client, as soon as reasonably possible and to the extent it has itself been informed by the relevant vendors, of any incident affecting the confidentiality of Confidential Information processed via artificial intelligence tools.

5. Legal framework. The Parties confirm their commitment to comply with applicable data protection obligations, notably the revised Swiss FADP (2023) and, where applicable, the Singapore PDPA (2012).

Article 7 — Intellectual property

All Confidential Information remains the exclusive property of the disclosing Party. This Agreement does not constitute any assignment, license or transfer of intellectual property rights, except by express written agreement distinct between the Parties.

Article 8 — Term

This Agreement takes effect on the date it is formed (acceptance upon order or electronic signature, depending on the service) for a term of 5 years.

Confidentiality obligations shall survive the expiration or termination of the Agreement: for 5 years for ordinary Confidential Information, and without time limit for trade secrets, to the extent permitted by law.

Article 9 — Return or destruction

At the disclosing Party's written request or at the end of the contractual relationship, the receiving Party undertakes, within 10 business days, to return or destroy all Confidential Information (including copies and notes) and to confirm in writing the performance of this obligation, subject to retaining only copies strictly necessary to comply with legal or regulatory obligations, securely stored.

Article 10 — Remedies

Each Party acknowledges that any breach of this Agreement is likely to cause irreparable harm, justifying recourse to protective or injunctive measures, without prejudice to any damages that may be claimed.

Article 11 — Governing law and jurisdiction

This Agreement is governed by Singapore law. Any dispute concerning its interpretation or performance shall first be subject to an attempt at amicable resolution and, failing that, to the exclusive jurisdiction of the courts of Singapore, or, where required by law for a consumer, the court of the Client's place of residence.

Article 12 — Entire agreement

This Agreement constitutes the entire understanding between the Parties regarding confidentiality and supersedes any prior agreement or exchange on the same subject.

Schedule A — Protected EQOS Information & enhanced undertakings

This Schedule supplements and reinforces the obligations of this Agreement with respect to the EQOS Information defined below. In case of conflict with the body of the Agreement, this Schedule prevails for Protected EQOS Information.

A.1 — Protected EQOS scope

Regardless of the Confidential Information defined in Article 2, the following are qualified as "Protected EQOS Information" and subject to the enhanced undertakings below:

• The EQOS Engine: all mathematical relationships, formulas, equations, operators, constants, functions, algorithms, computational structures and logical architectures that form the core of the EQOS Asia tool — without it being necessary to list them in this Schedule, their sole collective designation constituting identification within the meaning of this Agreement.
• The Codex: the proprietary documentary corpus collectively referred to as "Codex Universel", "Codex Aelyos", "Codex Technique", "Σ_Aelyos", "EOQS φ", and any present or future version, revision, variant or extension thereof, including notably its definitions, internal references, generalizations, tables, registries, libraries, cards, modules, levers, templates and grids.
• Engine Derivatives: any tool, application, software, model, formula, method, methodology, process, framework, deliverable, analysis, projection, simulation, prototype, demonstration, study, audit, report, presentation, calculation or result that derives, directly or indirectly, from the observation, use, analysis, application of or inspiration from all or part of the EQOS Engine or the Codex, whether or not explicitly identified as such.
• Identifiers: the trademarks, trade names, domain names, designations, signatures, hashes, identification codes and any other distinctive sign associated with EQOS Asia, Σ_Aelyos, the Codex, or their Derivatives.
• Demonstrations: everything shown, projected, calculated, simulated or demonstrated to the Recipient in the course of exchanges between the Parties, including outputs, numerical results, graphics, narrative or educational content produced from the Engine or the Codex.
• Associated know-how: application methods, operating sequences, usage conventions, case types, anti-patterns, interpretation frameworks and any tacit or explicit knowledge transmitted by the Discloser.

Protected EQOS Information is the exclusive property of the Discloser. Its existence, priority and attribution are evidenced by the filings referenced in Article A.3.

A.2 — Recipient's enhanced undertakings

In addition to Article 3, the Recipient expressly undertakes to:

• No extraction or reverse engineering. Not to attempt, by any means whatsoever, to reproduce, guess, reconstruct, decompile, disassemble, systematically observe, or otherwise extract the internal workings of the EQOS Engine or the Codex, whether from their outputs, demonstrations, deliverables, or by systematically querying any system (human or software) having access to Protected EQOS Information. In particular, the following are prohibited: systematic recording of outputs, use of prompt-mining techniques on any artificial intelligence model exposing all or part of the Protected EQOS Information, and any comparative analysis intended to reconstruct the structure of the Engine.
• No publication. Not to publicly mention, cite, describe, illustrate, demonstrate or comment on — including without limitation in articles, talks, podcasts, videos, training, social media posts, demonstrations to third parties, press releases — all or part of the Protected EQOS Information, except with the Discloser's prior written agreement specifying the scope, channel and format of the authorized mention.
• No circumvention. Not to exploit, directly or indirectly, by itself or through related individuals or entities (including officers, partners, employees, subsidiaries, affiliated companies, business partners), the Protected EQOS Information or any knowledge, idea, approach or principle derived therefrom, outside the strict scope of the collaboration defined between the Parties, for the duration of this Agreement and for a period of 24 months following its expiration or termination, regardless of the cause.
• No development of derivatives. Not to design, develop, exploit, or have a third party design, develop or exploit, any product, service, method or tool that is inspired by, replicates or derives from all or part of the Protected EQOS Information, without the Discloser's prior written agreement, which may be conditioned upon entering into a separate license agreement.
• Marking and integrity. Retain in full any markings, copyright notices, signatures, hashes, watermarks or other distinctive signs present on documents or materials received, and not erase, mask or modify them.
• Containment. Limit access to Protected EQOS Information to a circle identified by name in advance and communicated in writing to the Discloser. Any extension of this circle is subject to the Discloser's prior written agreement.
• Enhanced return. Upon termination or expiration of the collaboration, in addition to Article 9, provide the Discloser with a written and signed inventory of destroyed or returned media, together with any applicable hashes.

A.3 — Enforceable prior art

The Discloser states that the Protected EQOS Information has been the subject of enforceable prior-art filings (INPI Soleau envelope, qualified eIDAS timestamping and/or notarized deposit), the references and dates of which are recorded in a registry maintained by the Discloser and enforceable against the Recipient upon simple written request.

The Recipient expressly acknowledges this prior art and undertakes not to challenge it, directly or indirectly, before any court, authority, office or third party whatsoever, including in connection with an application for a trademark, patent, design, domain name, or any other claim of prior right.

A.4 — Penalty clause

Without prejudice to any other remedy, and without the Discloser needing to prove the reality or extent of the harm suffered, any breach by the Recipient of any of the undertakings in this Schedule shall give rise to the immediate payment, as a penalty clause, of a fixed minimum amount of US$250,000 per violation found.

Violations are cumulative. The above amount is a fixed minimum; it does not preclude the Discloser from claiming higher damages if it establishes greater harm. The Recipient expressly waives any request for judicial reduction of the penalty clause under applicable law (or its equivalent under the law applicable to the Agreement).

A.5 — Right of audit

The Discloser reserves the right, at its own expense and after reasonable notice of fifteen (15) days, to have an independent third party bound by confidentiality audit the Recipient's compliance with the undertakings in this Schedule. The Recipient undertakes to cooperate in good faith, within a limit of one (1) audit per twelve (12)-month period.

A.6 — Survival

By way of exception to Article 8, the obligations set out in this Schedule survive without time limit the expiration or termination of the Agreement, to the extent permitted by applicable law, due to the very nature of Protected EQOS Information as trade secrets.

A.7 — Acknowledged asymmetry

The Parties acknowledge that the undertakings in this Schedule fall primarily on the Recipient, in order to protect the Protected EQOS Information held by the Discloser. This asymmetry is expressly accepted, insofar as it reflects the specific nature and value of Protected EQOS Information as compared with other Confidential Information exchanged.

Last update: 8 July 2026