Mutual Non-Disclosure Agreement

Draft template · July 2026 · mlatho.com/security

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

1. Afrikan e-Bank Financial Technologies LLC (“Mlatho”), and
2. _______________________________________________ (“Counterparty”).

Each a “Party” and together the “Parties.”

1. Purpose

The Parties wish to explore a potential business relationship regarding AI data services, pilots, or related commercial discussions (the “Purpose”) and may disclose Confidential Information to each other.

2. Definition of Confidential Information

“Confidential Information” means non-public information disclosed by a Party (“Discloser”) to the other (“Recipient”), whether orally, in writing, or electronically, that is marked confidential or that a reasonable person would understand to be confidential, including:

• Business plans, pricing, customer lists, and commercial terms
• Product, model, dataset, guideline, or annotation specifications
• Technical architectures, security practices, and operational processes
• Personal data or sample datasets shared for evaluation

Confidential Information does not include information that: (a) is or becomes public through no fault of Recipient; (b) was rightfully known to Recipient without duty of confidentiality; (c) is independently developed without use of Discloser’s Confidential Information; or (d) is rightfully received from a third party without duty of confidentiality.

3. Obligations

Recipient shall:

1. Use Confidential Information only for the Purpose
2. Protect it with at least the same care it uses for its own confidential information of like importance (and no less than reasonable care)
3. Limit disclosure to employees, contractors, and professional advisors who need to know and are bound by confidentiality obligations no less protective than this Agreement
4. Not reverse engineer or remove proprietary notices from Confidential Information

4. Compelled disclosure

If Recipient is required by law, regulation, or court order to disclose Confidential Information, it will (to the extent legally permitted) give Discloser prompt notice so Discloser may seek a protective order, and will disclose only what is legally required.

5. Term

This Agreement begins on the Effective Date and continues for ________ months (default: 24 months), unless terminated earlier by written notice. Confidentiality obligations survive for three (3) years after termination for non-trade-secret information, and for trade secrets for so long as they remain trade secrets under applicable law.

6. Return or destruction

Upon Discloser’s written request, or upon end of discussions, Recipient will promptly return or destroy Discloser’s Confidential Information (except archival/backup copies retained under ordinary IT processes, which remain subject to this Agreement until deleted).

7. No license or obligation

No license under any intellectual property is granted. Nothing obligates either Party to proceed with a transaction. Sample data shared for evaluation remains Discloser’s property unless otherwise agreed in writing.

8. Remedies

The Parties acknowledge that breach may cause irreparable harm for which monetary damages are inadequate, and Discloser may seek injunctive relief without waiving other remedies.

9. Governing law

This Agreement is governed by the laws of the State of _______________ (suggested default: New Mexico, USA), without regard to conflict-of-law rules. Exclusive venue: courts located in _______________.

10. General

This Agreement is the entire agreement on confidentiality for the Purpose, may be signed in counterparts (including electronic signature), and may only be amended in writing signed by both Parties. If any provision is unenforceable, the remainder remains in effect.

Signatures

Mlatho — Afrikan e-Bank Financial Technologies LLC

Name: _________________ Title: _________________ Date: _________

Signature: _________________

Counterparty

Name: _________________ Title: _________________ Date: _________

Signature: _________________

Entity name (if any): _________________