Data controller: The NeoBankers Group Limited, 167-169 Great Portland
Street, 5th Floor, London, W1W 5PF (Company No. 13821747).
EU representative (Art. 27 GDPR): [Lawerton — registered firm name
and Latvian office address to be inserted from Appointment Letter
TNBG-DP-REP-EU-2026-001].
Swiss representative (Art. 14 revFADP): [ZÃœGERLAW — registered firm
name and Swiss office address to be inserted from Appointment Letter
TNBG-DP-REP-CH-2026-001].
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).
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 “Companyâ€ÂÂÂ); and (2) the party identified in the acceptance form
(the “Recipientâ€ÂÂÂ).
Recitals
(A) The Company is a multi-jurisdictional fintech holding group developing an
Integrated Digital Financial Ecosystem (“IDFEâ€ÂÂÂ) encompassing payments,
crypto-asset services, BaaS infrastructure, and RWA tokenisation.
(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 “Transactionâ€ÂÂÂ).
(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
applications, licence documentation, correspondence with any national competent
authority; (d) business plans, client lists, partnership arrangements;
(e) intellectual property; (f) token economy specifications, MiCA white papers,
DLT architecture; (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.
Please complete the required fields before submitting.