Between Easy Holdings Ltd. and Island Pay Group Ltd.
Governing Law: Commonwealth of The Bahamas
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of April 22, 2025, by and between:
Easy Holdings Ltd., a company incorporated under the laws of the Commonwealth of The Bahamas, with its registered office at [address] ("Party A");
Island Pay Group Ltd., a company incorporated under the laws of the Commonwealth of The Bahamas, with its registered office at [address] ("Party B").
(Each a "Party" and together, the "Parties".)
The Parties wish to explore a potential business relationship and, in connection with this, may disclose to each other certain confidential and proprietary information. This Agreement sets out the terms under which such information will be protected.
"Confidential Information" means any data or information, oral or written, disclosed by either Party to the other that is designated as confidential or that reasonably should be understood to be confidential, including but not limited to business plans, financial data, customer lists, trade secrets, and technical information.
Confidential Information does not include information that:
Is or becomes publicly available through no fault of the receiving Party;
Is already in the receiving Party’s possession without obligation of confidentiality;
Is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information;
Is rightfully obtained by the receiving Party from a third party without breach of any obligation of confidentiality.
Each Party agrees to:
Use the Confidential Information solely for the purpose stated above;
Not disclose Confidential Information to any third party without the prior written consent of the disclosing Party, except to its employees, officers, or professional advisers who need to know such information and are bound by confidentiality obligations no less restrictive than those in this Agreement;
Take reasonable steps to protect the confidentiality of the information, at least as stringent as those taken to protect its own confidential information.
Confidential Information may be disclosed if required by law, regulation, or court order, provided the receiving Party gives prompt written notice to the disclosing Party (where legally permitted) and cooperates in any attempt to limit or prevent such disclosure.
Upon written request, each Party will promptly return or destroy all Confidential Information, including all copies, and certify such destruction or return in writing, except as required to be retained by law or regulatory requirements.
This Agreement shall commence on the Effective Date and remain in effect for three (3) years from the Effective Date, unless terminated earlier by mutual written agreement or by one month’s written notice from either Party to the other. The obligations of confidentiality shall survive for three (3) years after termination or expiration of this Agreement.
Each Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. The disclosing Party is entitled to seek injunctive relief and any other remedies available at law or equity in the Commonwealth of The Bahamas.
Nothing in this Agreement grants any license or right to use any intellectual property or other proprietary right of the disclosing Party except as expressly set out herein.
Nothing in this Agreement obligates either Party to proceed with any transaction or relationship, and each Party reserves the right to terminate discussions at any time.
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of The Bahamas. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of The Bahamas.
This Agreement constitutes the entire understanding between the Parties concerning its subject matter and supersedes all prior agreements, whether written or oral, relating to such subject matter. Any amendment must be in writing and signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Easy Holdings Ltd. | Island Pay Group Ltd. |
Signature: | Signature: |
Name: | Name: |
Title: | Title: |
Date: | Date: |