CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Agreement is made this 22-Apr-2019

BETWEEN

slavefreetrade a non-profit association founded under Article 60 of the Swiss Civil Code and having its registered address at 115 rue de Lausanne 1202, Geneva, Switzerland.

AND

of

RECITALS:

The Parties are discussing certain matters referred to in this Agreement as the “Business Purpose” which requires each Party to disclose certain information to the other Party. The Business Purpose shall, for the purpose of this Agreement, mean and include:

a) the provision of confidential supplier information, confidential human resource information, contact information, the discovery, mapping, and communication with suppliers and employees not necessarily known to the client.

b) access to a platform of proprietary technology, methods, and systems specifically developed for the business purpose.

In this Agreement, the Party disclosing such information shall be referred to as the “Disclosing Party” and the Party receiving such information shall be referred to as the “Receiving Party”.

THE PARTIES THEREFORE AGREE AS FOLLOWS:

1. CONFIDENTIAL INFORMATION:

All information, whether commercial, financial, technical or otherwise, including without limitation all secret or confidential information of the Disclosing Party in whatever form, together with all analyses, compilations, data, studies or other documents prepared by the Receiving Party which are derived from or in connection with such information or which contain or are based in whole or in part upon such information, shall be referred to in this Agreement as “Confidential Information”.

2. DISCLOSURE OF CONFIDENTIAL INFORMATION:

The Parties hereto agree to disclose and provide to each other such Confidential Information as is necessary for the Business Purpose. The Parties acknowledge that Confidential Information is a valuable, special and unique asset belonging to the Disclosing Party. The Parties agree that neither will disclose Confidential Information of the other Party to any person, firm, corporation, association or any other entity for any reason or purpose whatsoever, provided however, that both Parties shall be permitted to disclose Confidential Information on a need-to-know basis to all staff, both support and management, employed by it or any of its subsidiary, affiliated or associated companies, provided that the terms of this Agreement are made known to such staff, who will be bound by the terms of this Agreement.

The Parties further agree that Confidential Information may be disclosed to their professional advisers, agents and consultants provided that such professional advisers, agents and consultants sign an undertaking relating to confidentiality on the same terms and conditions as contained herein.

The Parties agree that they shall not utilise, employ, exploit or in any other manner whatsoever use Confidential Information disclosed by the other Party other than for the Business Purpose without the express written consent of the Disclosing Party.

3. TITLE

All Confidential Information of the Disclosing Party is acknowledged by the Receiving Party to be the property of the Disclosing Party and the disclosure of Confidential Information shall not be deemed to confer on the Receiving Party any rights to such Confidential Information.

4. STANDARD OF CARE

The Parties agree that each shall protect Confidential Information of the other Party using not less than the same standard of care that each Party applies to its own Confidential Information and that Confidential Information shall be stored and handled in such a way as to prevent unauthorised disclosure.

5. RETURN OF CONFIDENTIAL INFORMATION

The Disclosing Party may request in writing at any time that any written Confidential Information disclosed pursuant to the terms of this Agreement and any copies thereof be returned with a written statement to the effect that upon such return the Receiving Party has not knowingly retained in its possession or under its control, either directly or indirectly, any Confidential Information or copies thereof, and the Receiving Party shall comply with any such request within seven (7) days of receipt of such request.

Any part of Confidential Information which consists solely of analyses, compilations, studies or other documents prepared for the Receiving Party and which the Receiving Party by mutual agreement with the Disclosing Party does not return to the Disclosing Party will be destroyed by request of the Disclosing Party, and such destruction will be confirmed by the Receiving Party in writing.

6. EXCLUDED INFORMATION

The obligations pursuant to this Agreement shall not apply to any Confidential Information that:

a) is in the possession of the Receiving Party prior to receipt from the Disclosing Party;

b) is or becomes publicly known, otherwise than as a consequence of a breach of this Agreement;

c) is developed independently by the Receiving Party without access to the Confidential Information;

d) is disclosed by the Receiving Party to satisfy the legal demand by a competent Court of Law or government body, provided however that in these circumstances the Receiving Party shall advise the Disclosing Party prior to disclosure so that the Disclosing Party has an opportunity to defend, limit or protect against such production or disclosure, and provided further that the Receiving Party will disclose only that portion of Confidential Information which is legally required to be disclosed and the Receiving Party will exercise its reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to any Confidential Information so required to be disclosed;

e) is disclosed to a third party pursuant to written authorisation from the Disclosing Party;

f) consists solely of generalised ideas, concepts, know-how or techniques relating to computer hardware or software; or

g) is received from a third party without similar restrictions and without breach of this Agreement.

Except as provided above, the obligations of paragraphs 2, 3, 4 and 5 of this Agreement shall survive the completion of the Business Purpose or the termination for whatever reason of this Agreement.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that it is a legal person and where a corporation or institution duly organised and validly existing in the jurisdiction of its incorporation or registration. Each Party represents that it has full power and authority to enter into this Agreement and to do all things necessary for the performance of this Agreement. The Disclosing Party warrants that Confidential Information has not been provided in breach of any other agreements with third parties.

8. ENTIRE AGREEMENT AND SEVERABILITY

This Agreement contains the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.

In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, which shall be construed as if such invalid, illegal or unenforceable provision had never been set forth herein, and the Agreement shall be carried out as nearly as possible according to its original terms and intent.

9. NOTICES

All notices, demands or other communications under this Agreement shall be given or made in writing, and shall be delivered by email, or personally, or sent by certified or registered mail, with return receipt requested, addressed to the Party or Parties to whom they are directed at the address set out at the head of this Agreement or at such other addresses as may be designated by notice from such Party, with a copy sent by such email as the Parties hereto shall designate from time to time. Any notice, demand or other communication given or made by mail in the manner prescribed in this paragraph shall be deemed to have been received seven (2) days after the date of mailing.

10. ADDITIONAL PROVISIONS

a) The Parties acknowledge that breach of this Agreement and unauthorised disclosure of Confidential Information is likely to cause substantial and irreparable damages to the Disclosing Party and therefore, in the event of any such breach, in addition to other available remedies, the Parties shall have the right to seek specific performance and other injunctive and equitable relief.

b) Each Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be necessary or desirable to carry out the terms, provisions and purposes of this Agreement.

c) No amendment, interpretation or waiver of any provisions of this Agreement shall be effective unless made in writing and signed by the Parties to this Agreement.

d) The failure to enforce or to require the performance at any time of any one of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every provision in accordance with the terms of this Agreement.

e) The headings of paragraphs are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.

f) This Agreement may be executed in counterparts, all of which shall constitute one Agreement and each such counterpart shall be deemed to have been made, executed and delivered on the date set out at the head of this Agreement, without regard to the dates of times when such counterparts may actually have been made, executed or delivered.

11. GOVERNING LAW

The laws of Switzerland shall govern this Agreement, and the Parties unconditionally and irrevocably submit to the exclusive jurisdiction of the courts of Switzerland and courts of appeal from them.

IN WITNESS WHEREOF, the Parties have caused their duly authorised representatives to execute this Agreement as of the date set out at the head of this Agreement:

For and on behalf of slavefreetrade For and on behalf of

Signed:

Signed:

Name: Brian Iselin Name:
Title: President Title: CEO
Date: 22-Apr-2019 Date: 22-Apr-2019
Doc: f42ffb71b7e95223793e261186a89593 Doc: 9aa5f4c0d55a991a76f9bae81823ec2f