Mutual Non-Disclosure, Non-Circumvention & Non-Solicitation Agreement

Between RoboLoans Pty Ltd (ACN 681 998 372) and its related entity AIX Consulting FZCO (Dubai, UAE) (“Party A”), and the signing party (“Party B”). Each Party may act as a disclosing and a receiving party.

1. Background

The Parties wish to disclose confidential information to one another for the sole purpose of evaluating a potential commercial partnership, technology licence, joint venture, market (“vessel”) expansion or acquisition (the “Permitted Purpose”). The receiving Party acknowledges the information has significant commercial value, was developed through substantial investment, and that unauthorised use would cause irreparable harm.

2. Definitions

“Confidential Information” means all information disclosed by a Party (whether or not marked confidential), including business plans, financial and operational data, AI models, algorithms, software architecture and system designs, proprietary AI agents and systems, lender-integration and deal-assessment methodologies, customer and lender relationships, valuation information, and the existence, content and status of the discussions between the Parties.

“Representatives” means a Party's directors, officers, employees, related bodies corporate, advisers and consultants who need the information for the Permitted Purpose and are bound by equivalent confidentiality obligations. “Deal Pilot” means a person engaged by RoboLoans or AIX to originate, manage or settle finance transactions using its platform. “Term” means three (3) years from the Effective Date.

3. Confidentiality obligations

Each receiving Party undertakes to:

1. keep all Confidential Information strictly confidential and not disclose it to any third party without prior written consent;
2. use it solely for the Permitted Purpose and no other purpose whatsoever;
3. not copy, reverse engineer, decompile, disassemble or attempt to derive the source code or underlying logic of any AI system, software, algorithm or model;
4. not use it to build, develop, commission or assist any competing or substantially similar product, platform or service;
5. not use it to train, fine-tune or develop any artificial-intelligence or machine-learning model, nor to reconstruct, replicate or derive the Disclosing Party's platform, systems, methods or data;
6. restrict access to Representatives with a genuine need to know, and protect it with at least a reasonable standard of care; and
7. promptly notify the Disclosing Party of any actual or suspected unauthorised disclosure.

No residuals. The receiving Party must not use Confidential Information (including ideas, concepts, know-how or techniques) retained in the unaided memory of its Representatives; any such use is a breach.

Exclusions. Obligations do not apply to information the receiving Party can show by written record was public through no fault of its own, rightfully known before disclosure, independently developed without reference to the information, or required to be disclosed by law (with prompt notice).

4. Intellectual property

No licence, right, title or interest is granted except as required for the Permitted Purpose. All intellectual property — including the AIX platform, its proprietary AI agents and systems, lender-integration frameworks, deal-assessment methodologies and proprietary data sets — remains exclusively vested in the Disclosing Party. The receiving Party will not register any IP in respect of the Confidential Information or any derivative.

5. Non-solicitation & non-circumvention

During the Term and for two (2) years after, the receiving Party will not, without prior written consent:

1. solicit, recruit or engage any employee, contractor, Deal Pilot or key personnel of RoboLoans or AIX;
2. approach, solicit or enter into any agreement with any lender, financial institution, funder, referral partner or customer introduced through the Confidential Information, other than through a formal agreement with the Disclosing Party; or
3. circumvent, avoid, bypass or obviate the Disclosing Party in any transaction arising from the Confidential Information or the Permitted Purpose.

This does not apply to a bona fide pre-existing relationship evidenced by written record, provided the Confidential Information is not used in connection with it.

6. Return or destruction

On request, or on expiry or termination, the receiving Party will promptly return or permanently destroy all Confidential Information and certify it has done so, save one archival copy required by law.

7. Remedies

Breach may cause irreparable harm for which damages are inadequate; the Disclosing Party may seek injunctive relief and specific performance without posting a bond, in addition to all other remedies. Where there is more than one receiving party, they are jointly and severally liable.

8. Term & survival

This Agreement runs for the Term. Confidentiality and non-use obligations (clauses 3–5) survive for five (5) years after expiry or termination, and indefinitely for any information that is a trade secret for so long as it remains one.

9. General

Governed by the laws of Victoria, Australia, with exclusive jurisdiction of its courts. This is the entire agreement on its subject matter; amendments must be in writing; provisions are severable; no failure to enforce is a waiver; it may be executed in counterparts including by electronic signature. Nothing creates a partnership or agency. Neither Party may publicly announce the discussions or this Agreement without the other's prior written consent, except as required by law.

This document is confidential. It is not an offer of securities and does not constitute legal advice. Parties are encouraged to seek independent legal advice before signing.