⚖️ Non-Disclosure Agreement Required

PROPBOT AI — COFOUNDER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

BACKGROUND

The Company owns PropBot AI, an AI-powered real estate intelligence and lead generation platform for Nigeria. The Cofounder will serve as co-founder and strategic partner contributing Nigerian real estate expertise, agent network relationships, and market intelligence.

In the course of this engagement, the Cofounder will access Confidential Information of the Company. This Agreement governs its protection and use. It does not confer equity, directorship, profit share, or formal co-founder rights — those are addressed in a separate Cofounder Agreement.

1. DEFINITIONS

"AI OS" means the Company's proprietary autonomous agent acquisition operating system, including the discovery engine, qualification scorer, prompt architecture, conversation state machine, outreach orchestrator, quality gate, listing creator, analytics engine, and all related software and data pipelines.

"Confidential Information" means all non-public information of the Company disclosed to or accessed by the Cofounder, including the business plan, financials, investor materials, AI OS architecture and source code, pricing model, agent and buyer data, Area Intelligence database, prompt library, A/B test results, and any other information a reasonable person would consider confidential.

"Existing Practice" means the Cofounder's independent real estate agency practice as a licensed agent in Abuja, FCT, Nigeria.

2. CONFIDENTIALITY OBLIGATIONS

The Cofounder shall: (a) keep all Confidential Information strictly confidential and not disclose it to any third party without the Company's prior written consent; (b) use Confidential Information solely for the Permitted Purpose; (c) not copy, reverse engineer, or attempt to derive source code from any Confidential Information; (d) protect it with at least the same care as her own most sensitive information; (e) not use it to compete with the Company; and (f) immediately notify the Company of any actual or suspected unauthorised disclosure.

3. EXCLUSIONS

Clause 2 does not apply to information that was in the public domain at disclosure, was already known to the Cofounder on a non-confidential basis, was independently developed without reference to Confidential Information, or was lawfully received from a third party. General Abuja real estate market knowledge and publicly available pricing data are not Confidential Information.

4. EXISTING PRACTICE CARVE-OUT

Nothing in this Agreement prevents the Cofounder from: (a) continuing her Existing Practice as a licensed realtor in Abuja; (b) listing properties on any public portal; (c) earning commissions from property transactions; or (d) maintaining professional relationships, provided she does not use Confidential Information in doing so.

The Cofounder shall not use information from the PropBot AI platform or AI OS to benefit any competing real estate technology platform or replicate the Company's proprietary methods for any competing service.

5. INTELLECTUAL PROPERTY

All Intellectual Property created by the Cofounder in connection with PropBot AI shall be the sole and exclusive property of the Company. The Cofounder hereby assigns all such IP to the Company with full title guarantee. This Clause does not affect the Cofounder's general professional market knowledge.

6. NON-SOLICITATION

During the term and for twelve (12) months following termination, the Cofounder shall not solicit any employee, contractor, or advisor of the Company to leave their engagement, nor use Confidential Information about PropBot AI's agent network to solicit registered agents to a competing platform.

7. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues while the Cofounder is engaged with the Company. Confidentiality obligations survive for three (3) years post-termination for general Confidential Information and indefinitely for trade secrets and proprietary AI methodologies.

8. RETURN OF INFORMATION

On termination or written request, the Cofounder shall within seven (7) Business Days return all materials containing Confidential Information, permanently delete all electronic copies, and certify compliance in writing.

9. REMEDIES

The Cofounder acknowledges that breach would cause immediate and irreparable harm. The Company is entitled to seek injunctive relief and other equitable remedies without proving actual loss.

10. DATA PROTECTION

The Cofounder shall comply with the Nigeria Data Protection Act 2023 in respect of any Personal Data accessed through PropBot AI, and shall process such data only for the Permitted Purpose.

11. GOVERNING LAW

This Agreement is governed by English law. The Parties submit to the non-exclusive jurisdiction of the English courts. The Company reserves the right to bring enforcement proceedings in Nigerian courts.

12. ELECTRONIC EXECUTION

This Agreement is executed electronically. The Cofounder's typed full legal name, email, IP address, and submission timestamp recorded by the PropBot AI portal constitute her valid electronic signature under the Electronic Communications Act 2000 (UK) and the Evidence Act 2011 (Nigeria).