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                                Accept the Non-Disclosure Agreement

I have read, understand, and accept the terms and conditions set forth below; by selecting the “Accept” option below. NOTE ACCESSING OR REQUESTING ACCOUNT INFORMATION OR TRANSACTIONS THROUGH THIS PLATFORM CONSTITUTES AND SHALL BE DEEMED TO BE AN ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS, WHICH CONSTITUTES A LEGAL AGREEMENT BETWEEN MYSELF (HEREINAFTER REFERRED TO AS THE “RECIPIENT”) AND SURPLUS DAO (HEREINAFTER REFERRED TO AS THE “COMPANY” OR “DISCLOSING PARTY”).

BACKGROUND

A. The Disclosing Party is engaged in the business of ‘Revolutionary Based Financial Products’,
which means the Cryptocurrency Contract Asset (CCA), that is an innovative contractual product that is new to the consumer, cryptocurrency marketplace, and financial world. (hereinafter referred to as the “Products” and/or “Business”)
B. The Disclosing Party is engaging into a discussion with the Recipient for the purpose of a potential purchase of the Products of the Company (hereinafter referred to as the “Purpose”). The Recipient acknowledges that during the course of discussions between them, the Recipient shall become privy to certain Confidential Information (defined below) relating to the Disclosing Party, its Business, Products, portal, marketing information, and private memorandum, and the Recipient has agreed to be bound by the non-disclosure provisions of this Agreement to govern the use and disclosure of the Confidential Information.
C. In consideration of the mutual promises and agreements between the Parties hereto, the Parties have agreed to enter into this Agreement to govern the terms and conditions of their association.

NOW THEREFORE IT IS HEREBY AGREED BY AND AMONGST THE PARTIES AS UNDER:

1. TERM

This Agreement shall commence from the date of execution of this Agreement by both the Parties (“Effective Date”), and shall continue until the discussion of the Recipient lasts with the Disclosing Party. However, the NDA restrictions of this Agreement shall last and survive for the respective periods mentioned herein.

2. CONFIDENTIAL INFORMATION

2.1. For the purpose of this Agreement, the term "Confidential Information" shall mean such information relating to the Disclosing Party, its Business, Products, marketing information, and the private memorandum, as the Disclosing Party may from time to time provide to the Recipient, or which Recipient itself learns, under or relating to this Agreement or during the discussion with the Disclosing Party, including all information communicated in writing or orally or visually or that comes to the knowledge of the Recipient in any other manner, and in any form, (tangible as well as intangible), including but not limited to:
a) Meeting and discussion between the Parties, Business and Product details and functionalities, Company’s private memorandum along with all its content, software, inventions, trade secrets, ideas, processes, research, formats, data, developments, designs and techniques;
b) Client data, income forecast, income values, financial details, annual profit, projected growth, business plan, expansion plan, product plans, business mission, and market studies;
c) Company related information, including without limitation, name, address and contact information of its members, directors, employees, vendors, partners, and clients.
d) non-public market information; brand and reputation;
e) price and cost data, fee amounts, pricing and billing arrangements, marketing techniques;
marketing or finances of Company in any form;
f) Intellectual property, including without limitation, the one not yet publicly disclosed, and such
other proprietary information relating to the business of the Disclosing Party which is not in
the public domain.

3. NON-DISCLOSURE AND CONFIDENTIALITY

3.1. The Recipient recognizes that in the course of its discussions with the Disclosing Party, it shall become privy to Confidential Information relating to the Disclosing Party. Accordingly, the Recipient agrees and undertakes:
(a) that the Recipient shall not, without the prior written permission of the Disclosing Party, directly or indirectly use or cause to be used, or disclose or cause to be disclosed any Confidential Information to any third party;
(b) that the Recipient shall take all steps as may be reasonably necessary to protect the integrity of the Confidential Information and to ensure against any unauthorized disclosure thereof;
(c) that the Recipient shall promptly inform the Disclosing Party of any accidental disclosure of Confidential Information and shall take all steps, together with the Disclosing Party, to retrieve and protect the Confidential Information; and
(d) that the Recipient shall use the Confidential Information only for the Purpose for which it was provided and shall not use it in any other manner.

3.2. Reproductions: The Recipient shall not, except as and to the extent required, make any copies or reproduce the Confidential Information.
3.3. Return or Erase Of Confidential Information: The Disclosing Party may demand the return or erasure of the Confidential Information at any time upon giving written notice to Recipient and within 48 (forty-eight) hours of receipt of such notice, the Recipient shall return or destroy all Confidential Information supplied to the Recipient by the Disclosing Party.
3.4. Exception: Recipient shall strictly adhere to the provisions mentioned above except in so far as it is disclosed to its financial and business advisors on a strictly ‘need to know basis’, in order to carry out the Purpose. However, in such case, the Recipient shall procure that such advisors treat such Confidential Information as confidential by signing a non-disclosure agreement (or its equivalent) with them in this regard.
3.5. No Warranties: The Confidential Information is being provided “as-is” and “as available”. The Recipient understands and acknowledges that the Confidential Information may not be accurate or complete and the Disclosing Party makes no warranty or representation (whether express or implied) concerning the Confidential Information, or its accuracy or completeness.
3.6. Term of Confidentiality Restriction: Notwithstanding anything contained herein, the obligations of the Recipient as mentioned in Clause 3.1 to 3.3 of this Agreement shall also continue for perpetuity (forever) as the Confidential Information is proprietary in nature.

4. OWNERSHIP

During the Term, the Disclosing Party will share with the Recipient certain Confidential Information that falls under the ambit of intellectual property, including without limitation, copyright, design right, patent, trademark, trade dress, etc. (hereinafter referred to as the  “Intellectual Property”) and thus protected by relevant intellectual property laws or intended to protected as such. Nothing in this Agreement shall be deemed as licensing or assignment of any kind by the Disclosing Party of such Intellectual Property, and Company shall remain the owner of such Confidential Information, as the case may be. This clause shall survive the termination or expiration of this Agreement for perpetuity (forever).

5. NOTICE

All notices under this Agreement shall be in writing, sent by email or first-class registered or recorded delivery post to the Party being served at its address specified above or at such other address of which such Party shall have given notice aforesaid and marked for the attention of that Party's signatory to this Agreement (or such other person as notified to the other Party). All notices sent via email or personal developer shall be deemed to be served 1 (one) business day after the date on which they were sent.

6. INJUNCTIVE RELIEF

The Parties acknowledge that the Recipient understands that the Disclosing Party shall suffer irreparable damage if the Recipient breaches any of its obligations under this Agreement and that monetary damages shall be inadequate to compensate the Disclosing Party. Consequently, the Recipient acknowledges that, in addition to any other remedies of rights, the Disclosing Party shall have the right to obtain injunctive relief to enforce the terms of this Agreement.

7. INDEMNIFICATION

The Recipient hereby provides complete indemnity to the Disclosing Party for any loss or damage (including reasonable attorney's fees and costs) caused to the Disclosing Party or any of its affiliates and assignees due to breach of obligations of the Recipient under this Agreement.

8. DISPUTE RESOLUTION AND GOVERNING LAW

a) Governing Law: This Agreement and any dispute or claim (including non-contractual disputes or claims) or controversy arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of such State and/or Country that the Disclosing Party decides in its sole and absolute discretion, excluding its conflict of law provisions.
b) Amicable Settlement: In case of any claim, matter, dispute or controversy (collectively, “Dispute”) arising out of or in relation to this Agreement, the senior officials of the Parties shall spend at least 7 (seven) days, in trying to resolve such Dispute amicably, through mutual discussion. This shall not prejudice the right of any of the Parties to apply for a relief of an immediate nature.
c) Binding Arbitration: If the senior officials of Parties fail to resolve such Dispute amicably within a period of 15 (fifteen) days, then either Party may elect, through a written notice of at least 7 (seven) days served upon the other Party, to submit such Dispute to an expedited binding Arbitration, to be headed by a sole Arbitrator, and such dispute shall be submitted to American Arbitration Association (“AAA”) who shall appoint the Arbitrator as per its ‘Commercial Arbitration’ rules. The Arbitration proceedings shall be conducted as per the ‘Commercial Arbitration’ rules of AAA. The language of the Arbitration proceeding (including that of the documents to be submitted therein) shall be English, and the proceedings shall be held virtually/electronically as far as practicable. For any reason, if the proceedings cannot be held electronically/virtually, then the seat shall be at such place as decided by the Disclosing Party. The award passed by the Arbitrator shall be final and binding upon the Parties, which can be enforced through the court of appropriate jurisdiction.
d) Cost of Arbitration: The Parties shall mutually bear the cost of appointing the Arbitration, as well as that of the Arbitration proceedings. However, the Arbitrator shall be free to allocate such costs on the non-prevailing Party.
e) Challenges to Arbitration: Any challenges to the above-mentioned Arbitration clause shall be exclusively brought before the appropriate courts situated in at such place as decided by the Disclosing Party.

9. RESERVATION OF RIGHTS

No forbearance, indulgence, relaxation or inaction by the Disclosing Party at any time, to require performance of any of the provisions of this Agreement shall, in any way, affect, diminish or prejudice its right to require performance of that provision at a later point in time.

10. PARTIAL INVALIDITY

If any provision of this Agreement is held to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.

11. ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement. The Agreement supersedes all prior understanding, agreements, or representations, whether oral or in writing.

12. MODIFICATIONS

This Agreement may be modified or altered only by a writing executed by both the Parties.

13. COUNTERPARTS

This Agreement may be executed in multiple counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Agreement by electronic transmission (including via pdf or through DocuSign or Adobe Sign or similar digital signature tool) will be effective as delivery of a manually executed counterpart.

14. LEGAL COUNSEL

Each Party has been provided a reasonable opportunity to consult his/her counsel of choice. If any Party has not consulted one, then such Party represents that it has read, understood and consented to the contents of this Agreement, in their entirety. Each Party is signing this Agreement on their own free will, and without any element of force, coercion, or undue influence.
I have read and understood the agreement.