CONFIDENTIALITY AND NON-COMPETITION 

By the present instrument PHI Global Market SAS, legal owner of the website, of the PHI Gold portal and its commercial technological derivatives, and users registered in the business area who have granted acceptance and have supplied data for entry into this security area, business area, by the present instrument, and in the best form of law, the above qualified PARTIES, hereinafter jointly referred to as "PARTIES", in their natural and legal persons, have entered into this CONFIDENTIALITY AND NON-COMPETITION AGREEMENT, without any inducement or coercion, and without exclusivity, also not existing, as to them, any fact that can be configured as state of danger or necessity, or even inexperience in the management of their businesses or in the assumption of civil obligations through the clauses and stipulations in successive, mutually and reciprocally granted and accepted, and in case of any omission, the applicable rules are followed.

WHEREAS
a) All pre-contractual negotiations require the sharing of sensitive and strategic information, not available to the public, owned by both PARTIES; especially about commercial projects and their products;
b) The PARTIES intend to establish rules for the disclosure of information and non-competition, some of them confidential, as well as to define how such information may be used and should be protected;
Resolve the PARTIES, by mutual and common agreement, to enter into this Confidentiality and Non-Compete Agreement as an expression of free will, which provides for the obligation of conduct of protection, information, lawfulness, and loyalty between the PARTIES in the use of the CONFIDENTIAL AND NON-Compete INFORMATION that is effectively provided with the purpose of implementing the execution of commercial agreements between the PARTIES.

1 CLAUSE ONE - OBJECT

1.1 The object of this Agreement is the protection of any and all confidential information and the provision of non-compete rules made available by the PARTIES for the best execution of any and all negotiations in which both are directly or indirectly involved.
 
FIRST PARAGRAPH
Only sensitive, strategic and confidential information that has been effectively disclosed and shared between the PARTIES, after the acceptance of this Agreement, will be protected.

SECOND PARAGRAPH
The PARTIES may only use the confidential information shared between them to enable and carry out the commercial negotiations in which they are involved.

THIRD PARAGRAPH
This Confidentiality and Non-Competition Agreement will not be legally valid in case one or both PARTIES refuse to share confidential, strategic and sensitive information for the advancement of negotiations, even after the acceptance of this document.

1.2 The confidentiality and non-compete clauses are not to be confused with exclusivity provision, which is not addressed in this Agreement.

SOLE PARAGRAPH
The PARTIES shall be free to negotiate with other companies and contract common projects or services to relevant agencies, project preparation, purchase and sale, being forbidden only that such negotiations have as a basis the information herein treated as confidential and non-compete, and that are in phase of formal commitment of sale and purchase. Until then, there will be no exclusivity.

2 CLAUSE TWO - CONFIDENTIALITY OF INFORMATION

2.1 All CONFIDENTIAL INFORMATION provided by one of the PARTIES and their respective managers, employees, consultants and attorneys shall be treated in the strictest confidence.

2.2 It is not admissible, in light of the principles of objective good faith and probity, that preliminary negotiations or business agreements are conducted with the omission to the other PARTY of essential and/or CONFIDENTIAL information that put at risk the object of negotiation and business partnership.

2.3 CONFIDENTIAL INFORMATION is understood and protected by this AGREEMENT all and any privileged information revealed by any of the PARTIES such as business contacts, logistics information, price, payment method, specifications as well as any information related to the final recipient, whether they are projections or definitive, of technical, commercial, financial and/or legal nature, which in general are not of public knowledge.

2.4 All CONFIDENTIAL INFORMATION is protected, including by all means such as written documents, drawings, data compilations, financial reports, reports with technical specifications, pricing, commercial projections, customer lists, commercial agreements with subcontractors or third parties (suppliers), whether in printed paper, digital, electronic or mobile applications, price quotations, purchase orders and legal and technical requirements of the final destination, commercial invoices, product lists and bills of lading, materials obtained or made known before or after the term of this AGREEMENT, all of which may have the character of unwritten knowledge, especially information exchanged during telephone calls, face-to-face meetings and conference calls.

2.5 All notes, studies, projections, certificates, statements and other documents prepared by one of the PARTIES and that contain CONFIDENTIAL INFORMATION transmitted to the other PARTY shall be considered property of the other PARTY that has transmitted them, and the receiving PARTY shall not have any rights over them, unless expressly authorized in writing by the holding PARTY.

3 CLAUSE THREE - PROHIBITIONS

3.1 It is expressly prohibited for one of the PARTIES to contact persons or companies presented by the other PARTY, and to make commercial, logistic and financial agreements with them, without the other PARTY having been duly notified and with written acceptance and dealing with related matters, arising from the negotiations in progress. (see NON-COCURT CLAUSE)

3.2 CONFIDENTIAL INFORMATION shall not be copied, stored or reproduced in any form without the express authorization of the PARTY holding the information.

FIRST PARAGRAPH: 
Each of the PARTIES shall take all possible measures to minimize the risk of disclosure of CONFIDENTIAL INFORMATION received from the other PARTY, including commercial, financial, logistical and production CONTACTS, to the strict extent of the need and relevance to the progress of negotiations between the PARTIES, informing those involved of the confidential nature of the same and that disclosure, a priori, is prohibited and unauthorized, subject to criminal sanctions.

SECOND PARAGRAPH: 
Both PARTIES have the duty to preserve, with security and control, the CONFIDENTIAL INFORMATION received from each other.

4 CLAUSE FOUR - NON CONFIDENTIAL INFORMATION

4.1 The exception to secrecy is information that
4.1.1 Are already public knowledge without deriving from infringement of the receiving PARTY.
4.1.2 It has had its disclosure approved in writing by both PARTIES.
4.1.3 It is requested by legal authorities through administrative or judicial procedures, committing to use its best efforts so that the information disclosed is provided to the extent of the requirement contained in the administrative act or court order and will remain confidential.

5 CLAUSE FIVE - NON-COMPETE

5.1 The PARTIES agree not to compete with each other, as well as not to compete with a PARTY for its clients.

SOLE PARAGRAPH
5.2 The Non-Compete clause does not entail any type of exclusivity for the PARTIES to deal only with each other.

5.3 Non-Competition is understood as the obligation of the PARTIES not to do something infungible and intuitu personae with respect to their respective client portfolios, presented in advance and accepted by the other party, in strict compliance with the protection of the legitimate expectations of the PARTIES so that the execution of the legal transaction without there being, or arising from it, unfair competition.
5.4 It is not allowed, in light of the principles of objective good faith and probity, that a PARTY conducts conflicting or excluding negotiations for the other PARTY that breaks the initial negotiations or starts new negotiations expressly linked to the CONFIDENTIAL INFORMATION made available both by one and by the other PARTY.
5.5 It is expressly prohibited the approach and/or presentation of any type of business proposal of one of the PARTIES directly to any business contact disclosed by any other PARTIES, without their express consent.

6 CLAUSE SIX - PENALTIES

6.1 Either PARTY shall immediately inform the other in the event of any disclosure, misappropriation or misuse by any person of the CONFIDENTIAL INFORMATION of that other party and shall take all necessary steps to maintain secrecy and confidentiality, including parallel negotiations without the formal authorization of the PARTY holding the information.

6.2 In case of breach of any of the provisions of this AGREEMENT, in particular the secrecy and confidentiality of the INFORMATION of the PARTIES and third parties indicated in the scope of negotiations, the party that has given rise to the damage will be subject, to the extent of its fault, to:
6.2.1 Criminal liability for breach of secrecy, without prejudice to other criminal typifications that may occur;
6.2.2 Fine for breach of contract, in the amount of the main obligation of this Agreement, established at 1% of the monthly value of the damaged operation;
6.2.3 Civil liability, especially for moral damage, violation of secrecy, violation of the duties of information, fine for the practice of any acts of unfair competition, reimbursement of expenses and loss of profits, in addition to indemnification for procedural costs and attorney's fees.
6.2.4 Without prejudice to compensation for unauthorized disclosure of confidential information or unfair competition, the aggrieved PARTY may also file a request for an injunction for the violator to cease any and all activities related to the confidentiality and non-compete clause, without prejudice to the applicable criminal and civil penalties set forth in sections 6.2.1, 6.2.2 and 6.2.3.

7 CLAUSE SEVEN - SOLIDARITY

7.1 There will be no active or passive solidarity between the PARTIES, since each of the PARTIES will only be liable for itself and its representatives.

7.2 The PARTY from which the CONFIDENTIAL INFORMATION and UNFAIR COMPETITION practices originated shall exercise its rights directly against the other PARTY that, by itself or its representative, fails to comply with the obligations set forth in this AGREEMENT.

8 CLAUSE EIGHT - TERM OF VALIDITY

8.1 The information object of this AGREEMENT shall be considered as confidential for a period of five (5) years, as of the execution of this instrument, and the term may be extended by mutual agreement of the PARTIES.

8.2 This AGREEMENT binds the PARTIES, third parties involved in the negotiations and their respective successors.

9 NEW CLAUSE - AMENDMENTS

9.1 This Confidentiality and Non-Competition Agreement may only be amended by execution of a new Term, only if all PARTIES agree with each proposed amendment.

FIRST PARAGRAPH
Any eventual change in the nature, quality and/or quantity of information to be shared does not revoke the Confidentiality and Non-Competition commitment in relation to the information already shared between the PARTIES by virtue of this Agreement, which shall remain valid for this purpose.

SECOND PARAGRAPH
Any additions or substitutions of confidential and non-competition information shall be incorporated to the present moment, at the exact moment in which one or more PARTIES proceed to share it, becoming an integral part of this Agreement for all purposes, waiving the need to prepare and sign an Amendment.

CLAUSE TEN - JURISDICTION

10.1 This AGREEMENT shall be governed and interpreted by the laws of the country of the portal user elected to settle any doubts, controversies or litigation resulting from the execution of this Agreement, in case they are not amicably resolved between the PARTIES, excluding any other jurisdiction, no matter how privileged it may be.
 
11 CLAUSE ELEVEN - GENERAL PROVISIONS

11.1 This contract embodies the entire agreement between the PARTIES and supersedes any previous agreement entered into between them.

PARAGRAPH ONE
This Agreement binds the PARTIES, as well as their successors and heirs.

SECOND PARAGRAPH
The non-exercise of any right arising from this agreement will not imply its waiver by any of the PARTIES.

THIRD PARAGRAPH
Should any provision set forth in this Agreement prove to be, for any reason, invalid or unenforceable, this shall not imply the invalidation or unenforceability of the entire Agreement, so that the other provisions shall remain valid and enforceable.

And, being thus fair and agreed, the PARTIES sign this AGREEMENT by means of digital acceptance for access to the business area and declare that, after having prior knowledge of the text of this CONFIDENTIALITY AND NON-CONFIDENCE AGREEMENT and having understood its meaning and scope, they agree and accept all the conditions stipulated above, in order to produce all legal effects.