Confidentiality undertaking

Version 1.0 · Effective September 3, 2026 · 12 clauses · Version française

1. 1

   Parties. This undertaking is given by the signatory identified below, acting on behalf of the organisation declared in their investor profile (the “Recipient”), for the benefit of the owner of the dossier concerned (the “Discloser”) and of Gelios Investment & Partners Ltd, operator of the Platform.

2. 2

   Confidential information. Any information relating to the dossier concerned disclosed to the Recipient through the Platform, in any form: data-room documents, financial information, projections, contracts, security, identities and contact details, as well as the very fact that the Discloser is seeking finance and the terms sought.

3. 3

   Sole purpose. This information may be used solely to assess the opportunity of providing finance to the Discloser. Any other use is excluded, in particular any competitive or commercial use, any solicitation, and any exploitation for the benefit of a third party.

4. 4

   Non-disclosure. The Recipient shall disclose this information to no third party. It may bring it to the knowledge of members of its own organisation whose assessment requires it, provided it imposes the same obligations on them and answers for their breaches as for its own. Those persons are declared in the portal at the time of signature.

5. 5

   Limited reproduction. The Recipient shall make no copy, extract or transmission of the documents beyond what the assessment requires. It shall destroy or return the material it holds upon the Discloser’s request, and at the latest upon expiry of this undertaking.

6. 6

   Exceptions. Information is not confidential where the Recipient establishes that it was public through no fault of its own, that it lawfully held it before disclosure, or that it developed it independently. Where disclosure is required by law or by a competent authority, the Recipient shall inform the Discloser without delay so far as permitted, and shall limit disclosure to what is required.

7. 7

   Term. Twenty-four (24) months from signature. The obligation survives closure of the Recipient’s account, withdrawal of the dossier from the Platform, revocation of access and cessation of discussions.

8. 8

   No commitment. This undertaking grants the Recipient no right in the information received, no licence, no intellectual property right, and obliges no party to continue discussions, to conclude, or to invest.

9. 9

   No circumvention. For the same term, the Recipient shall not approach the Discloser about this dossier outside the Platform process, save with the Discloser’s written agreement. This clause does not affect a pre-existing relationship the Recipient can establish.

10. 10

    Traceability. The Recipient acknowledges that each opening of a document is time-stamped, linked to its identity, recorded and reported to the Discloser, and that this record is evidence between the parties.

11. 11

    Scope. This undertaking covers only the dossier concerned. It confers no right over any other dossier on the Platform, which requires a separate request and signature.

12. 12

    Governing law. This undertaking is governed by the law of Mauritius. Any dispute falls within the exclusive jurisdiction of the courts of Port-Louis (Mauritius). In case of divergence between the French and English versions, the French version prevails.