Non-Disclosure and Non-Circumvention Agreement

ROBERT ROOTMAN, trading as BotsInTheModel, Cape Town, South Africa, email robertrootman@gmail.com ("the Disclosing Party");

and

the person who accepts this Agreement online through the BotsInTheModel portal, identified by the full name, practice or company, and email address recorded at the time of acceptance ("the Receiving Party"),

together "the Parties", effective as of the date and time of online acceptance ("Effective Date").

1. PURPOSE

1.1 The Disclosing Party has developed a software product provisionally known as UpgradeBot, together with related technology, branding, and business plans ("the Product"), and wishes to grant the Receiving Party early access to the Product for evaluation, testing, and feedback purposes ("the Purpose").

1.2 This Agreement records the terms on which Confidential Information is disclosed and the Product is made available for the Purpose.

2. CONFIDENTIAL INFORMATION

2.1 "Confidential Information" means all information disclosed by the Disclosing Party to the Receiving Party in connection with the Purpose, whether before or after the Effective Date, in any form, including: the Product and its software, features, performance, and defects; source code, object code, and technical architecture; product roadmaps, unreleased features, and development plans; pricing, credit models, and commercial strategy; business plans, marketing plans, and supplier or customer information; login credentials and access to the Disclosing Party's portal; and the existence and content of this early-access arrangement, to the extent not publicly announced by the Disclosing Party.

2.2 Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was lawfully known to the Receiving Party before disclosure, as evidenced in writing; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information.

3. OBLIGATIONS OF THE RECEIVING PARTY

3.1 The Receiving Party shall keep all Confidential Information strictly confidential and shall not disclose it to any third party without the prior written consent of the Disclosing Party.

3.2 The Receiving Party shall use the Confidential Information solely for the Purpose and for no other purpose whatsoever.

3.3 The Receiving Party shall protect the Confidential Information with at least the same degree of care it applies to its own confidential information, and in no event less than reasonable care.

3.4 The Receiving Party may disclose Confidential Information to its employees or colleagues only to the extent strictly necessary for the Purpose, and shall ensure that each such person is bound by confidentiality obligations no less onerous than those in this Agreement, and remains liable for their compliance.

3.5 The Receiving Party shall not decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code or underlying structure of the Product, except to the extent such restriction is prohibited by applicable law.

3.6 The Receiving Party shall not share, transfer, or make available its portal login credentials or any copy of the Product to any third party.

3.7 If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall, to the extent lawfully permitted, give the Disclosing Party prompt written notice and reasonable assistance to contest or limit the disclosure.

4. NON-CIRCUMVENTION

4.1 The Receiving Party shall not, for the duration of this Agreement and for twenty-four (24) months thereafter, directly or indirectly use the Confidential Information to: (a) develop, commission, or assist any third party to develop a product or service that competes with the Product; (b) circumvent, bypass, or exclude the Disclosing Party from any business opportunity arising out of or connected to the Product; or (c) solicit or initiate contact with any supplier, developer, partner, or prospective customer of the Disclosing Party, introduced or made known to the Receiving Party through the Confidential Information, with the intention of circumventing the Disclosing Party.

4.2 For clarity, nothing in this clause prevents the Receiving Party from continuing its ordinary architectural practice, including the use of any competing products available on the open market, provided no Confidential Information is used in doing so.

5. FEEDBACK AND INTELLECTUAL PROPERTY

5.1 All right, title, and interest in and to the Product and the Confidential Information remain the exclusive property of the Disclosing Party. No licence or other right is granted under this Agreement except the limited right to use the Product for the Purpose.

5.2 The Receiving Party may provide suggestions, bug reports, ideas, or other feedback regarding the Product ("Feedback"). The Receiving Party assigns to the Disclosing Party all rights in such Feedback, and agrees that the Disclosing Party may use, implement, and commercialise Feedback without restriction, attribution, or compensation.

5.3 Any upgraded model files produced by the Receiving Party using the Product from the Receiving Party's own source files remain the property of the Receiving Party or its clients, as applicable.

6. NO WARRANTY; PRE-RELEASE SOFTWARE

6.1 The Product is pre-release software provided "as is" for evaluation. The Disclosing Party gives no warranty as to its performance, fitness for purpose, or freedom from defects.

6.2 The Receiving Party shall test the Product only on copies of model files and acknowledges that it remains responsible for maintaining backups of its own data. To the maximum extent permitted by law, the Disclosing Party shall not be liable for any loss or damage arising from use of the Product during the evaluation, save for liability that cannot lawfully be excluded.

7. TERM AND TERMINATION

7.1 This Agreement commences on the Effective Date and continues for two (2) years, unless terminated earlier by either Party on fourteen (14) days' written notice.

7.2 The confidentiality obligations in clause 3 survive termination for a period of three (3) years from the Effective Date. The non-circumvention obligations survive as set out in clause 4.

7.3 Upon termination, or on written request, the Receiving Party shall delete or destroy all copies of the Product and all Confidential Information in its possession, save as required by law, and confirm this in writing.

8. GENERAL

8.1 Remedies. The Receiving Party acknowledges that breach of this Agreement may cause the Disclosing Party irreparable harm for which damages alone would not be adequate, and that the Disclosing Party is entitled to seek urgent interdictory or injunctive relief in addition to any other remedy.

8.2 Governing law and jurisdiction. This Agreement is governed by the laws of the Republic of South Africa, and the Parties consent to the jurisdiction of the South African courts.

8.3 Entire agreement. This Agreement is the whole agreement between the Parties regarding its subject matter. No amendment is effective unless in writing and signed by both Parties. No indulgence by either Party constitutes a waiver.

8.4 Severability. If any provision is held unenforceable, the remainder of the Agreement remains in force.

8.5 Electronic acceptance. The Receiving Party accepts this Agreement electronically by typing its full name, ticking the acceptance box and clicking "Sign and continue" in the BotsInTheModel portal. The Parties agree that this act constitutes the Receiving Party's electronic signature and has the same effect as a handwritten signature. The Disclosing Party signifies its acceptance by publishing this Agreement and granting the Receiving Party access to the Product. The Disclosing Party records the name, practice or company, email address, date, time, IP address and browser details of each acceptance, together with the version of this Agreement accepted.