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Non-Circumvention, Non-Disclosure & Confidentiality Agreement

1. Background

Dharma operates the Dharma Trade Order Board, on which registered clients may anonymously post indicative bids and offers, and through which Dharma facilitates, negotiates and brokers resulting transactions. Every user must accept this Agreement to access the board.

2. Non-Circumvention

For as long as this Agreement is in effect, and for 24 months after your last use of the board or the conclusion of any related transaction, you agree not to contact, solicit, negotiate or transact — directly or indirectly — with any counterparty introduced through the Order Board, other than through Dharma acting as broker of record. This survives termination of your account.

3. Pre-Existing Relationships

This Agreement does not restrict you from continuing to deal directly with a counterparty with whom you already had an established trading relationship before your registration on the Order Board. Where a counterparty introduced to you through the board is one you had already dealt with previously, you may assert this exception, but the burden of proving it rests entirely on you: you must produce invoices, purchase orders or signed contracts, each dated before your registration date on the Order Board, evidencing genuine prior dealings with that specific counterparty. Dharma may request such evidence at any time and will treat it as confidential. Absent satisfactory evidence, the counterparty is deemed to have been introduced by Dharma, and the restriction in Clause 2 applies in full.

4. Confidentiality

You will keep confidential all non-public information disclosed to you via the platform — counterparty identities, contact details, pricing, volumes, negotiation history and deal terms — and use it only to evaluate and conclude transactions through Dharma.

5. No Binding Transaction Until Order Confirmation

The Order Board is a discovery and matching tool only. Prices and terms exchanged on the platform are indicative and not binding. A transaction becomes legally binding only once Dharma issues a written Order Confirmation, after personally verifying and finalizing terms with both sides.

6. Fees and Commission

Where a transaction relating to an opportunity introduced via the board is concluded — including, in breach of Clause 2, directly between you and a counterparty — Dharma is entitled to its customary brokerage commission, without prejudice to any other remedy.

7. Data Protection and KYC

Information you provide (company, contact, banking details) is used for identity verification, to prepare Order Confirmations and invoices, and to administer your account. It is disclosed to a counterparty only once a transaction between you is confirmed.

8. Term, Survival and Remedies

This Agreement takes effect on electronic acceptance and continues for as long as you hold an account. Dharma may seek injunctive or other equitable relief for a breach of Clauses 2, 3 or 4, in addition to damages and any commission due.

9. Governing Law and Jurisdiction

This Agreement is governed by the laws of the United Arab Emirates as applied in Dubai, and the parties submit to the exclusive jurisdiction of the competent courts of Dubai.

10. Electronic Acceptance and Signature

By ticking the acceptance box on registration and clicking “Create free account”, you confirm you have read this Agreement, accept its terms on your own behalf and on behalf of your company, and electronically sign it. This has the same legal effect as a handwritten signature under UAE Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services. Dharma records the date, time and account details of your acceptance for audit purposes.

11. Miscellaneous

This Agreement is the entire agreement between the parties on non-circumvention and confidentiality for the Order Board, and does not replace any separate sale, purchase or brokerage contract entered into later. If any provision is invalid, the rest remains in force. Dharma may update this Agreement; continued use of the board after an update constitutes acceptance of the revised terms.

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