Mutual Non-Disclosure Agreement

1. Purpose

The Parties intend to discuss a potential cross-border package-forwarding partnership ("Purpose") and, in connection with these discussions, may share information of a confidential or proprietary nature. This Agreement sets out the terms under which such information is exchanged and protected.

2. Confidential information

"Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient"), in any form, whether oral, written, electronic, or visual, relating to the Discloser's business, technology, finances, customers, capacity, operations, or commercial terms, that is either (i) marked or designated as confidential at the time of disclosure, or (ii) reasonably understood to be confidential given its nature or the circumstances of disclosure.

Confidential Information includes, without limitation: rate cards and pricing terms; capacity and throughput data; customer lists; system architecture; API specifications; ops procedures and KPIs; volume forecasts; settlement statements; commercial roadmaps.

3. Exclusions

Confidential Information does not include information that the Recipient can demonstrate (i) was lawfully known to it without obligation of confidence prior to disclosure; (ii) is or becomes publicly available through no breach of this Agreement; (iii) is independently developed without use of the Discloser's Confidential Information; or (iv) is rightfully received from a third party without obligation of confidence.

4. Obligations of the Recipient

1. Use the Confidential Information solely for the Purpose.
2. Protect the Confidential Information with at least the same degree of care it uses for its own confidential information of similar importance, but in no event less than reasonable care.
3. Disclose the Confidential Information only to its directors, officers, employees, agents, and professional advisers ("Representatives") who have a need to know for the Purpose and who are bound by confidentiality obligations no less protective than those in this Agreement. The Recipient remains responsible for any breach by its Representatives.
4. Not reverse-engineer, decompile, or attempt to derive the underlying structure of any software, sample data, or technical artifact disclosed under this Agreement.
5. Not use the Confidential Information for any competitive, commercial, or other purpose outside the Purpose.

5. Compelled disclosure

If the Recipient is required by law, regulation, or valid legal process to disclose Confidential Information, it will, where legally permitted, give the Discloser prompt written notice and reasonable assistance so the Discloser may seek a protective order or other appropriate remedy. The Recipient will disclose only the portion of Confidential Information it is legally compelled to disclose.

6. Return or destruction

Upon written request of the Discloser, or upon termination of this Agreement, the Recipient will promptly return or destroy all Confidential Information in its possession or control, including copies and derivatives, and certify the destruction in writing if requested. Each Party may retain one archival copy for legal or compliance purposes, subject to ongoing confidentiality.

7. Term

This Agreement is effective on the date of last signature ("Effective Date") and continues for three (3) years. The Recipient's confidentiality obligations under Section 4 survive for an additional two (2) years after termination, and indefinitely with respect to trade secrets.

8. No license; no commitment

No license under any intellectual property right is granted by either Party under this Agreement, whether by implication, estoppel, or otherwise. This Agreement does not obligate either Party to enter into any further transaction, partnership, or commercial relationship, nor to disclose any particular information.

9. No warranty

All Confidential Information is provided "as is" without warranty of any kind. Neither Party warrants the accuracy or completeness of any Confidential Information disclosed under this Agreement.

10. Remedies

The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages are insufficient, and that the non-breaching Party may seek injunctive relief in addition to any other remedies available at law or in equity, without the requirement of posting a bond.

11. Governing law; venue

This Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. Any dispute arising under this Agreement will be submitted to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, unless a different mutually-agreed jurisdiction is specified in a separately executed Master Services Agreement.

12. Miscellaneous

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements. Modifications must be in writing and signed by both Parties. If any provision is held unenforceable, the remaining provisions remain in full force. This Agreement may not be assigned by either Party without the prior written consent of the other, except to an affiliate or successor in connection with a merger or sale of all or substantially all of the assets of the assigning Party. This Agreement may be executed in counterparts, including by electronic signature, each of which is an original and together constitute one instrument.