Non-Disclosure Agreement (NDA)

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into between Risewolves Pte Ltd (“Disclosing Party”) and the individual or entity accepting this Agreement electronically (“Receiving Party”), collectively referred to as the “Parties.”

1. Purpose

The Parties wish to explore a potential business relationship, including but not limited to affiliate, partner, or other cooperative arrangements (“Purpose”). In connection with this Purpose, the Disclosing Party may disclose certain Confidential Information to the Receiving Party.

2. Definition of Confidential Information

“Confidential Information” means any non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, whether in written, oral, electronic, or any other form, including but not limited to business plans, marketing strategies, customer lists, pricing, financial data, technology, trade secrets, and know-how.

3. Obligations of Receiving Party

The Receiving Party agrees to (a) maintain the confidentiality of all Confidential Information, (b) use Confidential Information solely for the Purpose, (c) not disclose Confidential Information to any third party without prior written consent of the Disclosing Party, and (d) take reasonable steps to protect the confidentiality of such information.

4. Exclusions

Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) is lawfully obtained from a third party without breach of any obligation; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, regulation, or court order (provided that the Receiving Party promptly notifies the Disclosing Party and cooperates in seeking protective measures).

5. Return or Destruction

Upon written request, the Receiving Party shall promptly return or securely destroy all Confidential Information, including copies, notes, or summaries, and certify such destruction.

6. Term & Survival

This Agreement shall commence on the date of acceptance and remain in effect for as long as the Parties are in discussions regarding the Purpose. The obligations of confidentiality shall survive for two (2) years following the termination of discussions or business relationship.

7. Intellectual Property

All Confidential Information remains the exclusive property of the Disclosing Party. No license, assignment, or transfer of intellectual property rights is granted or implied under this Agreement.

8. Data Protection (PDPA Compliance)

Both Parties agree to comply with the Singapore Personal Data Protection Act 2012 (“PDPA”) when collecting, using, disclosing, or processing any personal data. The Receiving Party shall take reasonable steps to protect personal data from unauthorized access, use, or disclosure.

9. Remedies

The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other legal or equitable remedies.

10. Limitation of Liability

Except for breaches of confidentiality or misuse of Confidential Information, each Party’s liability under this Agreement shall be limited to direct damages only and shall not include indirect, consequential, or punitive damages.

11. Audit Rights

Where necessary to ensure compliance with this Agreement, the Disclosing Party may request reasonable evidence of the Receiving Party’s compliance with confidentiality obligations. Such requests shall not unreasonably disrupt the Receiving Party’s operations.

12. No Waiver

Failure or delay by either Party to enforce any provision shall not constitute a waiver of that provision or any other rights.

13. No Automatic Agency or Partnership

Nothing in this Agreement creates an employment, agency, fiduciary, partnership, or joint venture relationship between the Parties. Any future partnership, agency, or affiliate arrangement shall be governed by a separate written agreement.

14. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Singapore. Any disputes shall be subject to the exclusive jurisdiction of the courts of Singapore.

15. Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes any prior agreements, whether written or oral.

16. Electronic Acceptance

This Agreement is accepted electronically by the Receiving Party when they submit the affiliate application or otherwise indicate their agreement online. No physical signature is required for enforceability.