Mutual non-disclosure agreement.

1. Parties and purpose

This Mutual Non-Disclosure Agreement (the “Agreement”) is between AfricaBridge Consulting (ABC) Group [LEGAL ENTITY — CONFIRM WITH ATTORNEY: e.g., Atronus Technologies, Inc. d/b/a AfricaBridge Consulting], of Houston, Texas (“ABC”), and the organization identified in the signature block below (“Counterparty”), together the “Parties.” The Parties wish to exchange information to evaluate and, if agreed, conduct a professional engagement (the “Purpose”).

2. Confidential Information

“Confidential Information” means non-public information disclosed by either Party in connection with the Purpose, in any form, that is marked confidential or that a reasonable person would understand to be confidential — including business plans, finances, funding history, personnel information, data, pricing, methods, and the existence and terms of any prospective engagement.

3. Exclusions

Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving Party; (b) was lawfully known to the receiving Party before disclosure; (c) is lawfully received from a third party without duty of confidentiality; or (d) is independently developed without use of the disclosing Party’s Confidential Information.

4. Obligations

Each Party will: (a) use the other’s Confidential Information solely for the Purpose; (b) protect it with at least reasonable care; (c) not disclose it except to its own personnel and professional advisers who need it for the Purpose and are bound by obligations at least as protective as this Agreement; and (d) notify the other Party promptly of any unauthorized use or disclosure.

5. Compelled disclosure

A Party may disclose Confidential Information to the extent required by law or court order, provided it gives the other Party prompt notice (where lawful) and reasonable cooperation to seek protective treatment.

6. Term

This Agreement is effective on the date of the last signature and governs disclosures made for two (2) years thereafter. Obligations for each item of Confidential Information continue for two (2) years from its disclosure; obligations for trade secrets continue for as long as the information remains a trade secret.

7. No license; no obligation

No rights or licenses are granted under this Agreement. Nothing here obligates either Party to disclose information or to enter any further agreement. Neither Party warrants the accuracy or completeness of information disclosed.

8. Return or destruction

On written request, each Party will return or destroy the other’s Confidential Information, except for archival copies retained under standard backup or legal-compliance procedures, which remain subject to this Agreement.

9. Remedies

Unauthorized disclosure may cause harm not adequately compensable in damages; each Party is therefore entitled to seek injunctive relief in addition to any other remedies.

10. Governing law and venue

This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws rules. Exclusive venue for disputes lies in the state or federal courts located in Harris County, Texas.

11. Electronic signature

The Parties consent to execute this Agreement electronically. A typed name entered in the signature block below, together with the affirmation checkbox, constitutes a legally binding electronic signature under the U.S. ESIGN Act and the Texas Uniform Electronic Transactions Act, with the same force as a handwritten signature. The executed record, including date, time, and network address, will be emailed to both Parties.

12. Entire agreement

This Agreement is the entire agreement between the Parties regarding confidentiality for the Purpose, supersedes prior discussions on that subject, and may be amended only in a writing signed by both Parties. If any provision is unenforceable, the remainder stays in effect.