Mutual Non-Disclosure Agreement

MYLO and Partner (each a "Party", together the "Parties") wish to evaluate a potential commercial partnership under which Partner's loyalty program may be listed, featured, or integrated on the MYLO platform (the "Purpose"). In connection with that evaluation, each Party may disclose non-public information to the other. This Agreement sets out the terms on which such information is received and protected.

1. Confidential Information

"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") in connection with the Purpose, whether in writing, orally, electronically, or by inspection of tangible materials, including but not limited to: business plans, financial data, pricing, partner and customer information, technical architecture, product roadmaps, algorithms, earn rate data, platform capabilities, and any information designated as confidential at the time of disclosure.

Confidential Information does not include information that:

1. is or becomes publicly available through no act or omission of the Receiving Party;
2. was already known to the Receiving Party without restriction before disclosure, as evidenced by written records predating this Agreement;
3. is received from a third party who has the right to disclose it without restriction; or
4. is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

2. Obligations of the Receiving Party

The Receiving Party agrees to:

1. use Confidential Information solely for the Purpose and for no other purpose;
2. hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care;
3. not disclose Confidential Information to any third party except to its directors, officers, employees, professional advisors, and contractors who (i) have a need to know for the Purpose, and (ii) are bound by confidentiality obligations no less protective than those in this Agreement; and
4. promptly notify the Disclosing Party in writing upon becoming aware of any actual or suspected unauthorised disclosure of Confidential Information.

3. Required Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it will, to the extent legally permitted, give the Disclosing Party prompt prior written notice sufficient to allow the Disclosing Party to seek a protective order or other relief. The Receiving Party will disclose only the minimum portion of Confidential Information legally required and will cooperate with the Disclosing Party in seeking confidential treatment for any disclosed information.

4. Intellectual Property

Nothing in this Agreement transfers or licenses any intellectual property right from the Disclosing Party to the Receiving Party. All Confidential Information remains the property of the Disclosing Party. No licence to any patent, trademark, copyright, trade secret, or other intellectual property is granted by disclosure under this Agreement.

For the avoidance of doubt: the MYLO platform, the SuperStack™ algorithm, CardIQ™ onboarding technology, MYLES™ rewards currency, all derived data insights, and any platform improvements made during or after the evaluation remain the exclusive property of MYLO at all times.

5. No Obligation to Proceed

This Agreement does not obligate either Party to enter into any further agreement, to disclose any particular information, or to proceed with any commercial partnership or transaction. Either Party may discontinue discussions at any time without liability.

6. Return and Destruction

Upon written request by the Disclosing Party, or on termination of discussions between the Parties, the Receiving Party will promptly return or destroy all tangible materials containing Confidential Information and certify in writing that it has done so. The Receiving Party may retain one archival copy held by its legal counsel solely for the purpose of determining its obligations under this Agreement.

7. Term

This Agreement is effective from the date both Parties have signed it and continues for three (3) years from that date, unless terminated earlier by mutual written agreement. Confidentiality obligations under this Agreement survive termination for the full three-year period from the date of each disclosure.

8. No Warranty

Confidential Information is provided "as is." The Disclosing Party makes no warranty, express or implied, as to the accuracy, completeness, or fitness for any particular purpose of any Confidential Information. Neither Party will be liable for any loss arising from the Receiving Party's reliance on Confidential Information in making any business decision.

9. Relationship of the Parties

This Agreement does not create any partnership, joint venture, employment, agency, or franchise relationship between the Parties. Neither Party has authority to bind the other in any way.

10. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the United Arab Emirates. Any dispute arising out of or in connection with this Agreement that cannot be resolved by good-faith negotiation within thirty (30) days of written notice will be referred to the exclusive jurisdiction of the Dubai Courts.

Where both Parties agree in writing, disputes may alternatively be resolved by ICC arbitration seated in Dubai, applying UAE Federal law, conducted in English. Any such agreement to arbitrate must be made separately and in writing at the time the dispute arises.

11. General

1. Entire agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior oral or written discussions about the same subject.
2. Amendments. No amendment to this Agreement is effective unless in writing and signed by authorised representatives of both Parties.
3. Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions continue in full force.
4. Waiver. Failure to enforce any provision is not a waiver of the right to enforce it in the future.
5. Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which constitutes an original. Electronic signatures are valid under UAE Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services.