TradersNav × Lalit Hindwar

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of September 24, 2026 ("Effective Date") by and between:

Collectively referred to as the "Parties."

The parties agree that they shall not knowingly and intentionally bypass the other party in connection with any specific business opportunity, investor, strategic partner, or contact that was directly introduced in writing under this Agreement, where the sole and demonstrable purpose of such bypass is to exclude the introducing party from participation in that specific transaction.

Definition of Circumvention: For purposes of this Agreement, "circumvention" means a deliberate, documented act by one party to engage directly with a contact specifically and exclusively introduced by the other party under this Agreement, with the proven intent of eliminating the introducing party's agreed-upon role in that specific transaction. General industry activity, pre-existing relationships, independently sourced contacts, or activities unrelated to introductions made under this Agreement do not constitute circumvention.

Dispute Process: No action shall be deemed circumvention unless the alleging party first provides written notice to the other party identifying the specific act alleged to constitute circumvention. The receiving party shall have thirty (30) days from receipt of such notice to respond in writing and, where applicable, present evidence or propose a remedy. If the parties cannot resolve the dispute within thirty (30) days of the response, either party may pursue resolution through the dispute mechanism described in Section 7 of this Agreement. No unilateral determination of circumvention shall be binding.

Breach Remedy: Any attempt to circumvent this Agreement, as determined through the process described above, is considered a breach of this Agreement. In the event of such breach, the non-breaching party shall have the right to pursue a breach of contract claim and all remedies available under applicable law, including damages and reasonable legal fees. This Agreement does not impose penalties, forfeitures, or obligations beyond what is recoverable under a standard breach of contract claim.

Each party agrees to maintain strict confidentiality regarding all proprietary or confidential information received from the other party.

Confidential information includes but is not limited to: business strategies, software architecture, algorithms, artificial intelligence systems, machine learning models, data pipelines, source code, platform architecture, product development plans, financial models, market intelligence methodologies, research and documentation, investor information, business contacts and partnerships.

Such information shall not be disclosed to any third party without the express written consent of the disclosing party.

The parties agree not to disclose or use the names, contact details, or identities of any investors, funding sources, partners, or other business contacts introduced under this Agreement for any purpose other than the evaluation of a potential collaboration unless written permission has been granted.

Neither party shall directly solicit, negotiate, or enter into business relationships with contacts introduced by the other party for the purpose of bypassing or excluding the introducing party. Any collaboration with introduced contacts must involve mutual consent between the parties.

Any attempt to circumvent this Agreement or misuse confidential information shall constitute a material breach of this Agreement. In the event of such breach, the non-breaching party shall have the right to pursue all remedies available under applicable law, including but not limited to injunctive relief, damages, and recovery of reasonable legal fees and costs.

Any financial consideration, commissions, participation fees, or other benefits arising from business opportunities developed jointly under this Agreement shall be allocated as mutually agreed in writing by the parties.

The Parties acknowledge that they may be resident or operating in different jurisdictions. Accordingly, the governing law and jurisdiction of this Agreement shall be mutually determined and agreed in writing by both Parties at the time of execution, or as soon thereafter as practicable.

Until such determination is recorded in writing, this Agreement shall be governed by and interpreted in accordance with the laws of the jurisdiction of the receiving Party's principal place of business, without regard to its conflict-of-law principles. Any dispute arising out of or relating to this Agreement shall, in the first instance, be resolved through good-faith negotiation between the Parties.

If the Parties cannot resolve a dispute through negotiation within thirty (30) days, the matter shall be referred to binding arbitration administered in a jurisdiction mutually agreed by the Parties, under the rules of a recognized arbitral institution selected by the Parties. The seat of arbitration, number of arbitrators, and language of the proceedings shall be agreed in writing by the Parties. Nothing in this Section prevents a Party from seeking interim or injunctive relief from a court of competent jurisdiction where necessary to protect its confidential information or intellectual property.

This Agreement shall remain in effect for a period of two (2) years from the date of execution.

Each Party shall ensure that its employees, contractors, developers, advisors, consultants, and collaborators who receive access to the other Party's confidential information are bound by strict confidentiality obligations no less protective than those in this Agreement. This applies to any individual who accesses proprietary materials, technical documentation, system architecture, research information, or internal materials of either Party.

Such personnel must not disclose, distribute, reproduce, or communicate confidential information to any third party without written authorization from the disclosing Party. This obligation remains in effect during the engagement and after the relationship ends.

Confidential information may only be used for the specific purpose of evaluating and pursuing the potential collaboration between the Parties. Any other use, including use for the receiving Party's own competitive advantage, is strictly prohibited.

All work product, materials, and intellectual property created, owned, or controlled by a Party prior to or independently of this Agreement—including software code, algorithms, documentation, designs, models, systems, and research materials—shall remain the sole and exclusive property of that Party ("Pre-Existing IP"). Nothing in this Agreement transfers ownership of either Party's Pre-Existing IP to the other Party.

TradersNav's Confidential Information includes all proprietary and non-public information owned, created, developed, licensed, conceived, or controlled by Dr. Jamel Dennis and the TradersNav platform, including but not limited to: source code, algorithms, software architecture, APIs, machine learning models, training data, business models, trading methodologies, trade secrets, platform systems, data structures, and derivative works.

Lalit Hindwar's Confidential Information includes all proprietary and non-public information owned, created, developed, licensed, conceived, or controlled by him, including but not limited to: proprietary trading strategies, algorithmic models, quantitative methodologies, backtesting frameworks, risk-management systems, and analytical research developed independently by him.

Improvements or new work created jointly during the collaboration shall be owned as mutually agreed in writing by both Parties.

Each Party acknowledges that the other Party may possess proprietary trading intelligence, unique system architecture, workflows, methodologies, and strategic concepts developed independently—TradersNav through the work of Dr. Jamel Dennis, and Lalit Hindwar through his independent trading and quantitative research.

Each Party agrees that any confidential information, concepts, system designs, operational models, platform structures, or methodologies disclosed by the other Party under this Agreement shall not be used to directly or indirectly design, develop, replicate, or assist in the development of any competing platform, product, or service that substantially replicates the disclosing Party's core functionality or business model.

This restriction applies whether such development is performed independently, with another organization, or through a third party. Nothing in this clause restricts either Party from engaging in general activities within the financial technology, trading, or software industries, provided such activities do not involve the misuse or replication of the other Party's confidential information or proprietary methodologies.

All confidential information, concepts, technologies, and intellectual property disclosed by a Party under this Agreement remain the sole property of that Party. Nothing in this Agreement shall be interpreted as granting the receiving Party any license, ownership rights, or commercial usage rights to the disclosing Party's intellectual property unless expressly granted through a separate written agreement.

The parties acknowledge that unauthorized disclosure or misuse of confidential information or intellectual property may cause irreparable harm that cannot be adequately remedied by monetary damages alone. In the event of such breach or threatened breach, the disclosing party shall have the right to seek immediate injunctive relief or equitable remedies from a court of competent jurisdiction in addition to any other legal remedies available.

Confidential information shall not include information that: is or becomes publicly available through no fault of the receiving party; was already known to the receiving party prior to disclosure; is independently developed by the receiving party without reference to the disclosed information; or is lawfully received from a third party without restriction.

All confidentiality, intellectual property, and non-circumvention obligations contained in this Agreement shall survive termination of any relationship between the parties.

Any unauthorized disclosure, misuse, or circumvention of confidential information may result in termination of engagement and legal action.

Acceptance of this Agreement through electronic signature, checkbox confirmation, or digital acknowledgment shall constitute a legally binding agreement between the parties. Electronic signatures shall be deemed equivalent to handwritten signatures for all purposes.

By checking the box agreeing to the Terms and Conditions on TradersNav.com or by providing an electronic signature, the viewer acknowledges that they have read, understood, and agreed to the terms of this Agreement.