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The Atrium — Non-Disclosure Agreement

NDA Request

Please review and execute the Non-Disclosure Agreement set out below. Acceptance enables The NeoBankers Group Limited to disclose confidential materials to you for evaluation.

To route your message correctly, we need to know who you are. We should be grateful if you would complete the form below so that we may record execution of the Non-Disclosure Agreement. All information provided is treated as strictly confidential.

Personal Identification
Please enter a valid corporate email address.
Organisation
Data Protection — UK GDPR, EU GDPR and Swiss revFADP

Data controller: The NeoBankers Group Limited, 167-169 Great Portland Street, 5th Floor, London, W1W 5PF (Company No. 13821747).

EU and EEA representative (Art. 27 GDPR) and Swiss representative (Art. 14 revFADP): not required at present, because the Company offers no goods or services to, and does not monitor the behaviour of, persons in the EEA or Switzerland. The Company will appoint representatives before any such activity begins. Until then, requests from the EEA and Switzerland are handled by the data protection team through the Data protection request form.

Data protection contact, United Kingdom: Matvei Hutman.

Contact: the Company may be contacted through the Data protection request form.

Purposes: (a) verifying identity and authority; (b) administering NDA records; (c) sanctions and AML screening per MLR 2017; (d) communications regarding the Transaction.

Legal basis: Art. 6(1)(b) UK GDPR / EU GDPR (pre-contractual steps) and Art. 6(1)(f) (legitimate interests). Optional data: Art. 6(1)(a) (consent, withdrawable).

Provision of data: completion of the required fields is a condition of executing the Non-Disclosure Agreement; if the required fields are not provided, the Agreement cannot be executed. The marketing consent below is optional and may be omitted without consequence.

Recipients: legal advisers, sanctions screening providers, regulatory authorities where required. No data sold to third parties.

Retention: 24 months (NDA term) + 6 years (Limitation Act 1980). Sanctions data: 5 years (MLR 2017 Reg. 40).

International transfers: personal data is processed within the UK and EEA. Any transfer outside the UK/EEA, or from Switzerland, is made only under an adequacy decision or appropriate safeguards (UK IDTA or Standard Contractual Clauses) per Art. 46 UK GDPR / EU GDPR and the equivalent provisions of the revFADP.

Automated decision-making: no automated decision-making or profiling within the meaning of Art. 22 GDPR is carried out in connection with this form.

Your rights: access, rectification, erasure, restriction, portability and objection (Arts. 15–21 UK GDPR / EU GDPR; equivalent rights apply under the Swiss revFADP). To exercise these rights, or for any data protection enquiry, please use the Data Protection Request form.

Complaints: you may lodge a complaint with a supervisory authority — in the United Kingdom, the Information Commissioner's Office (ico.org.uk); in the European Union, the data protection authority of your country of residence; in Switzerland, the Federal Data Protection and Information Commissioner (FDPIC).

Non-Disclosure Agreement
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Parties

(1) THE NEOBANKERS GROUP LIMITED, a company incorporated in England and Wales (No. 13821747), 167-169 Great Portland Street, 5th Floor, London, W1W 5PF (the "Company"); and (2) the party identified in the acceptance form (the "Recipient").

Recitals

(A) The Company is an English holding company that owns the intellectual property of The NeoBankers Group — its trade marks, protocols and brands — and directs the development of the Group’s projects, including the Integrated Digital Financial Ecosystem ("IDFE") architecture. The Company does not itself provide financial services.

(B) The Company proposes to disclose Confidential Information to the Recipient for the sole purpose of enabling the Recipient to evaluate a possible transaction or commercial relationship between the parties (the "Transaction").

(C) The Company's Confidential Information includes proprietary financial models, technology architecture, regulatory strategies, and intellectual property of significant commercial value.

1. Definitions

"Confidential Information" means all information disclosed by the Company including: (a) financial models, projections, valuations; (b) source code, algorithms, APIs, database schemas (including FinKernel, Numscript); (c) regulatory analysis and any correspondence with public authorities; (d) business plans, client lists, partnership arrangements; (e) intellectual property; (f) technical specifications, including any relating to digital assets or distributed ledger technology; (g) organisational structure, compensation data; (h) the existence and terms of this Agreement; (i) all derivative analyses.

"Representatives" means directors, officers, employees, agents, and professional advisers who have a genuine need to know and are bound by equivalent confidentiality obligations.

"Purpose" means evaluation of participation in the Transaction.

"Business Day" means a day other than Saturday, Sunday, or public holiday in England.

"Effective Date" means the date of electronic acceptance.

2. Confidentiality Obligations

The Recipient shall: keep the Confidential Information strictly confidential; not disclose to any person other than Representatives; not use for any purpose other than the Purpose; apply no lesser standard of care than to its own confidential information, but in no event less than a reasonable standard of care.

3. Intellectual Property

All Confidential Information and all IP Rights therein remain the exclusive property of the Company. No licence is granted. The Recipient shall not reverse engineer, create derivative works, file IP applications based on, or use the information to develop competing products. The Company's technology constitutes trade secrets within the meaning of SI 2018/597.

4. Exclusions

Obligations do not apply to information demonstrably: (a) already public; (b) lawfully possessed prior to disclosure; (c) independently developed; (d) received from an unbound third party.

5. Compelled Disclosure

If legally compelled to disclose, the Recipient shall (where not prohibited): notify the Company within 2 Business Days; consult on resisting disclosure; cooperate in seeking protective orders; disclose only the minimum required.

6. Return and Destruction

Upon request or expiry, the Recipient shall return all materials, permanently delete electronic copies, and provide a written certificate of compliance.

7. Non-Solicitation

For 12 months, the Recipient shall not solicit any Company director, officer, employee, or consultant. General advertising excluded.

8. No Obligation to Proceed

Nothing in this Agreement constitutes a commitment to proceed. No representation or warranty is made as to accuracy of Confidential Information. The Recipient shall rely solely on its own independent analysis.

9. Remedies

The Company is entitled to injunctive relief without bond, account of profits, indemnity costs, and full indemnification. Remedies are cumulative.

10. Data Protection

The Recipient shall process personal data in the Confidential Information only for the Purpose and in compliance with UK GDPR and DPA 2018. No transfer outside UK/EEA without adequate safeguards.

11. Term

24 months from Effective Date. Confidentiality obligations survive expiry for so long as information remains confidential; trade secret obligations survive indefinitely.

12. Governing Law

English law. LCIA arbitration, London, 1 arbitrator, English language. The Company may seek interim relief from any court of competent jurisdiction.

13. General Provisions

Entire agreement. Written amendments only. No waiver by delay. Severability. No assignment without consent. No third party rights (Contracts (Rights of Third Parties) Act 1999). No partnership or agency. Notices by email. Counterparts.

14. Electronic Execution

Acceptance via this portal constitutes valid execution per the Law Commission's conclusions (September 2019), Neocleous v Rees [2019] EWHC 2462 (Ch), and the Electronic Communications Act 2000. The Company shall record name, organisation, email, IP address, browser identifier, and UTC timestamp.

Electronic Signature

By activating this checkbox you: (i) execute this NDA electronically pursuant to Clause 14; (ii) confirm the Recipient’s professional status as set out above; and (iii) acknowledge the data processing described above. Governed by English law. LCIA arbitration, London.

Please complete the required fields before submitting.
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Your acceptance has been recorded

Your acceptance of the Non-Disclosure Agreement has been recorded and submitted to The NeoBankers Group Limited. A copy will be sent to the corporate email provided.

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The NeoBankers Group Limited (“the Company”) sends new publications, usually no more than once a month. Every email contains a one-click unsubscribe link. All content on this website remains available without subscribing.
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You may withdraw your consent at any time, using the unsubscribe link in every email or the Data protection request form. Withdrawal does not affect the lawfulness of processing before it.

Subscriptions are not yet open. When they open, you will be subscribed only after confirming your address through the link the Company sends you (double opt-in). The Company will use your email address solely to send the publications you have selected and to keep a record of your consent. Your address will be kept until you unsubscribe; the record of your consent and of its withdrawal will be kept for two years after you unsubscribe, to demonstrate compliance. Optional details will be used solely to address you by name and to understand, in aggregate, who reads the Company’s publications. See the Privacy and Cookie Policy. This list is not used to communicate financial promotions.