Non-Disclosure Agreement

1. Purpose

This Non-Disclosure Agreement ("NDA") governs the disclosure of confidential information between Scholaris ("Disclosing Party") and schools, partners, or other entities ("Receiving Party") in connection with potential business relationships, partnerships, integrations, or other collaborative arrangements.

2. Definition of Confidential Information

"Confidential Information" means any information disclosed by either party that:

• Is marked as "Confidential," "Proprietary," or with a similar designation
• Would reasonably be considered confidential given the nature of the information and circumstances of disclosure
• Includes but is not limited to: technical data, trade secrets, business plans, financial information, customer lists, product roadmaps, pricing information, and marketing strategies

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this NDA
• Was rightfully known to the Receiving Party before disclosure
• Is rightfully received from a third party without breach of confidentiality obligations
• Is independently developed by the Receiving Party without use of the Confidential Information

3. Obligations of Receiving Party

The Receiving Party agrees to:

• Hold and maintain the Confidential Information in strict confidence
• Use the same degree of care to protect the Confidential Information as it uses for its own confidential information, but no less than reasonable care
• Not disclose the Confidential Information to any third parties except as permitted under this NDA
• Use the Confidential Information solely for the purpose of evaluating or pursuing the potential business relationship
• Limit access to the Confidential Information to employees, contractors, or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as restrictive as those in this NDA

4. Permitted Disclosures

The Receiving Party may disclose Confidential Information:

• To the extent required by law, court order, or government regulation, provided that the Receiving Party gives the Disclosing Party prompt written notice and reasonable assistance in seeking a protective order
• To its legal, financial, or other professional advisors under obligations of confidentiality
• With the prior written consent of the Disclosing Party

5. Return or Destruction of Information

Upon request by the Disclosing Party or termination of discussions, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies, notes, and derivatives, and certify in writing that it has done so. The Receiving Party may retain one copy for legal compliance purposes, subject to continued confidentiality obligations.

6. No License or Warranty

Nothing in this NDA:

• Grants any license or right to the Receiving Party under any patent, copyright, trade secret, or other intellectual property right
• Obligates either party to disclose any Confidential Information
• Obligates either party to enter into any further agreement or business relationship
• Provides any warranty regarding the accuracy or completeness of the Confidential Information

7. Term and Termination

This NDA shall remain in effect for a period of three (3) years from the date of disclosure of Confidential Information, unless earlier terminated by mutual written agreement. The obligations of confidentiality shall survive termination of this NDA and continue for the full term specified.

8. Remedies

The parties acknowledge that monetary damages may be insufficient to compensate for a breach of this NDA and that the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.

9. Mutual NDA

This NDA is mutual, meaning both parties may disclose and receive Confidential Information. Each party shall have the same rights and obligations as both Disclosing Party and Receiving Party under this agreement.

10. Governing Law

This NDA shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law provisions. Any disputes arising from this NDA shall be resolved in the courts of Lagos, Nigeria.

11. Entire Agreement

This NDA constitutes the entire agreement between the parties regarding confidential information and supersedes all prior or contemporaneous agreements, whether written or oral. This NDA may only be modified by a written amendment signed by both parties.

12. Contact for NDA Execution

To execute a formal NDA with Scholaris for partnership discussions or other business purposes, please contact: