Terms & Conditions

KRATOS™ is an end-to-end, custom-built, blockchain-enabled trading and trade finance platform offered by Triterras Fintech. For the purpose of ongoing business discussions and in consideration of a potential transaction(s) and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, you, or the Entity on whose behalf you act on, agree on the following terms:

I Definitions:

1.1 “Confidential Information” includes but is not limited to, techniques, methodologies, pricing, service offering, designs, data, software, trade secrets, business and financial information, technical information, or any information marked or which by its nature should be considered confidential or proprietary. Confidential Information shall not include information which the receiving party can document was:

(a) at the time of disclosure, part of the public domain or thereafter becomes part of the public domain through no act, omission or breach by receiving party;

(b) lawfully in receiving party’s possession before such disclosure and without obligation of confidentiality;

(c) lawfully received by receiving party after disclosure from a third party who is not bound by an obligation of confidentiality;

(d) independently developed by receiving party without any use of or benefit from the Confidential Information; or

(e) required to be disclosed by law or by court order, provided that Disclosing Party is granted reasonable time to quash such court order or seek other protection and that the receiving party only provide the minimum amount of Confidential Information to be in compliance of such law or court order.

1.2 “Disclosing Party” shall refer to the party whose Confidential Information or Trade Secrets is disclosed to the other.

1.3 “Receiving Party” shall refer to the party receiving Confidential Information or Trade Secrets disclosed by the other.

1.4 “Trade Secrets” as used herein shall include without limitations, any information of either party, or any affiliate of either party, without regard to form, that constitutes a Trade Secret under applicable law. Failure by either party to mark any of the Trade Secrets as a “Trade Secret” shall not affect its status as a Trade Secret.

1.5 “Ownership”: All Confidential Information and Trade Secrets disclosed by one party to the other shall remain the exclusive property of the Disclosing Party or the third party, which disclosed it to the Disclosing Party.

II Restrictions:

The Confidential Information remains the sole property of the Disclosing Party (Triterras Fintech Pte. Ltd.). The receiving party shall use the Confidential Information solely for the purpose of evaluating the Transaction. The receiving party may not disclose or permit the disclosure of the Confidential Information / Trade Secrets to any third party without the Disclosing Party’s prior written consent. The receiving party may disclose Confidential Information to its directors, officers or employees (“Representatives”) who need to know the information contained in the Confidential Information for the purpose of evaluating the Transaction. Receiving party shall be responsible and liable for any breach by its Representatives to whom Confidential Information is disclosed.