This Agreement on Confidentiality and Non-Disclosure of Information (hereinafter – the "Agreement", "NDA") is a standard (public) document provided by TOO "__________" (hereinafter – the "Disclosing Party") for preliminary review by potential investors, partners, and interested parties. Its purpose is to define the standards of information protection and the obligations that the Investor accepts upon receiving materials related to the Company's projects.

Final legal force arises after the signing of an individual NDA between the Parties.
TOO "__________", BIN _______, (hereinafter – the "Disclosing Party"), and TOO "________", BIN _________, (hereinafter – the "Receiving Party"), collectively referred to as the "Parties", have concluded this Agreement (hereinafter – the "Agreement") as follows.

For the purposes of this Agreement, the terms below shall have the following meanings:

Confidential Information – any information provided by the Disclosing Party, including but not limited to:

• Financial models, presentations, forecasts, memoranda, strategies, analytical materials;
• Information about projects, technologies, business processes, partners;
• Legal documents, correspondence, technical data;
• Other information that has commercial value because it is not accessible to third parties.

The form in which Confidential Information is provided is irrelevant: oral, written, electronic, graphic, visual, etc.

Receiving Party – a potential investor or other person receiving Confidential Information.

Person – any individual or legal entity, state authority, international organization, partner, etc.

2.1. The Receiving Party undertakes to:

a) not disclose Confidential Information to any Persons without the prior written consent of the Disclosing Party;

b) use Confidential Information solely for the purpose of evaluating the possibility of cooperation between the Parties and not use it for its own benefit or the benefit of third parties;

c) ensure a protection regime for Confidential Information not lower than that applied to its own internal information of similar value;

d) provide access to information only to those of its employees, consultants, and representatives who need such information for negotiation purposes, provided they comply with confidentiality obligations;

e) notify the Disclosing Party immediately, but no later than 24 hours, of each instance of loss, disclosure, or suspected disclosure of Confidential Information.

2.2. The Receiving Party shall be liable for the actions of persons who gained access to Confidential Information from it as for its own actions.

3.1. Upon written request of the Disclosing Party, the Receiving Party is obliged within 5 (five) calendar days to:

• return the originals of all documents;
• destroy all copies, including electronic, backup, and archival copies;
• provide written confirmation of destruction.

3.2. The Disclosing Party has the right to request supporting documents, including technical logs, confirming the destruction of digital copies.

The Receiving Party is released from its obligations if:

a) the information has become publicly available through no fault of the Receiving Party;

b) the information was lawfully obtained from a third party without breach of an NDA;

c) its disclosure is required by law or by court decision, provided the Disclosing Party is notified in advance and disclosure is limited to the minimum necessary extent;

d) the Disclosing Party has given written consent to the disclosure.

5.1. A breach of the Agreement constitutes grounds for compensating the Disclosing Party for all damages caused, including:

• Direct damages;
• Lost profits;
• Legal service costs;
• Reputational damage;
• Costs of restoring lost information or infrastructure.

5.2. Liability arises regardless of the form of fault (intent or negligence).

5.3. The Receiving Party may not cite errors by its employees, consultants, or contractors as grounds for exemption from liability.

6.1. The transfer of Confidential Information does not constitute an offer, acceptance, promise of investment, guarantee of profitability, or an obligation of the Disclosing Party to enter into any transactions with the Receiving Party.

6.2. The Receiving Party does not acquire any property or exclusive rights to the Confidential Information.

6.3. The Receiving Party undertakes not to:

a) undertake actions aimed at copying, reproducing, or decompiling materials;

b) bypass the Disclosing Party when interacting with its partners, investors, and counterparties;

c) use Confidential Information for developing similar projects or competitive activities.

7.1. The Agreement enters into force upon signing and is valid for 5 (five) years.

7.2. The non-disclosure obligations remain in force for 5 (five) years after the termination of the Agreement, regardless of the grounds for termination.

7.3. The rights of the Disclosing Party pass to its successor in case of reorganization.

The Receiving Party is obliged to provide documents confirming force majeure circumstances no later than 5 calendar days. Force majeure does not release the Receiving Party from the obligation to return or destroy Confidential Information.

This Agreement is governed by the legislation of the Republic of Kazakhstan.

Disputes are subject to consideration in the court at the location of the Disclosing Party.

10.1. Any amendments to the Agreement are valid only if they are made in writing and signed by both Parties.

10.2. The Agreement is executed in two counterparts, each having equal legal force.