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Mutual Non-Disclosure Agreement · Orbaura Health Check

Version: HC-NDA v1.0 (3 November 2026)

This Mutual Non-Disclosure Agreement (the "Agreement") is between Orbaura AI, a corporation incorporated under the laws of Ontario, Canada ("Orbaura"), and the Company, the company named in the health check form (the "Company"). Each is a "Party". A Party disclosing information is the "Discloser" and a Party receiving it is the "Recipient".

1. Purpose

The Parties wish to exchange information so that Orbaura can carry out a review of the Company's customer, item and invoice records against the UAE electronic invoicing requirements (the "Health Check"), and so that the Parties can discuss a possible business relationship (together, the "Purpose").

2. Confidential Information

"Confidential Information" means all non-public information disclosed by or for a Discloser, in any form, before or after the date of this Agreement, that is marked confidential or that a reasonable person would understand to be confidential. It includes customer and supplier lists, item and price data, invoices, tax registration numbers, personal data, financial and commercial information, business plans, and, for Orbaura, its software, methods, findings templates and pricing. Files the Company uploads for the Health Check ("Company Data") are the Company's Confidential Information.

3. Exclusions

Confidential Information does not include information that the Recipient can show (a) is or becomes public through no breach of this Agreement; (b) it lawfully knew before receiving it, without a duty of confidence; (c) it lawfully receives from a third party without a duty of confidence; or (d) it develops independently without using the Discloser's Confidential Information. Personal data remains protected under section 6 even if one of these exclusions applies.

4. Obligations

1. The Recipient will use Confidential Information only for the Purpose.
2. The Recipient will protect Confidential Information with at least the care it uses for its own confidential information of a similar kind, and never less than reasonable care.
3. The Recipient may disclose Confidential Information only to its employees, officers, contractors, professional advisers and service providers who need to know it for the Purpose and who are bound by confidentiality duties at least as protective as this Agreement ("Representatives"). The Recipient is responsible for any breach by its Representatives.
4. The Recipient will not reverse engineer, decompile or attempt to derive the source code of any software or model disclosed by the Discloser.

5. Required disclosure

If the Recipient is required by law, regulation or a court or authority to disclose Confidential Information, it may do so to the extent required, after giving the Discloser prompt written notice where legally allowed, and reasonable help, at the Discloser's cost, to seek protective treatment.

6. Company Data and personal data

1. Orbaura will process Company Data only to perform the Health Check and prepare its report, and on the Company's documented instructions.
2. Orbaura will keep Company Data in access-controlled, encrypted storage, limited to the people working on the Health Check.
3. Orbaura will not sell Company Data, and will not use Company Data to train or improve general-purpose artificial intelligence models.
4. Orbaura may use service providers for hosting, storage, email and customer records, under written confidentiality and data protection terms. A current list is available on request.
5. The Company should remove personal data it does not need to share, such as contact names and phone numbers, before uploading. Each Party will comply with the data protection laws that apply to it, which may include the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data and Canada's Personal Information Protection and Electronic Documents Act.
6. Orbaura will notify the Company without undue delay, and in any case within 72 hours of becoming aware, of any unauthorised access to Company Data.
7. Orbaura will delete Company Data within 30 days after delivering the Health Check report, or sooner on the Company's written request, except copies held in routine backups, which are deleted on their normal cycle and kept confidential until then. On request, Orbaura will confirm deletion in writing.

7. Return or destruction

On the Discloser's written request, the Recipient will promptly return or destroy the Discloser's Confidential Information, except copies it must keep by law or in routine backups, which remain subject to this Agreement.

8. No licence, no warranty, no commitment

All Confidential Information remains the property of the Discloser. No licence or other right is granted except as needed for the Purpose. Confidential Information is provided "as is". The Health Check report is operational guidance and is not tax, legal or accounting advice. Neither Party is obliged to enter into any further agreement.

9. Publicity

Neither Party will use the other's name, logo or the fact of their discussions in any publicity or customer list without the other's prior written consent.

10. Term

This Agreement starts when the Company accepts it and covers disclosures made within two (2) years after that. Each Party's obligations continue for three (3) years after the last disclosure, for trade secrets for as long as they remain trade secrets, and for personal data for as long as it is held.

11. Remedies

Unauthorised use or disclosure may cause harm that money alone cannot remedy. The Discloser may seek injunctive or other equitable relief, in addition to any other remedy.

12. General

1. Governing law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. The courts of Ontario have non-exclusive jurisdiction. If the Company requires a different governing law or its own form of NDA, it can ask Orbaura before uploading any files.
2. Electronic acceptance. The Company accepts this Agreement by typing the full name and title of its representative and ticking the acceptance box. This has the same effect as a handwritten signature. Orbaura records the name, title, email, date, time and version accepted.
3. Authority. The person accepting confirms that they are authorised to bind the Company.
4. Entire agreement. This is the entire agreement on its subject and replaces earlier discussions on it. It can be changed only in writing signed or accepted by both Parties.
5. Other terms. Neither Party may assign this Agreement without the other's consent, except to a successor of its business. If any part is unenforceable, the rest continues. A failure to enforce a right is not a waiver. Notices may be sent by email: to Orbaura at hello@orbaura.ai, and to the Company at the email given in the form.

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