Mutual NDA — Quantix × FairMoney

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into on 14 May 2026 between NorthRail Logistics Ltd. ("Disclosing Party") and Adekunle & Partners Legal acting on behalf of Quantix Analytics Ltd. ("Receiving Party").

"Confidential Information" means any technical, commercial, financial, customer, operational or strategic information disclosed by one Party to the other, in any form whatsoever, that is marked or reasonably understood to be confidential.

The Receiving Party shall use Confidential Information solely for the purpose of evaluating a potential commercial partnership relating to freight optimisation services (the "Purpose") and for no other purpose whatsoever.

The Receiving Party shall (i) hold all Confidential Information in strict confidence, (ii) take all reasonable steps to prevent unauthorised disclosure, and (iii) limit access to personnel who have a need-to-know and are bound by written confidentiality obligations at least as protective as those set out in this Agreement.

This Agreement shall remain in effect for a period of seven (7) years from the Effective Date, regardless of any termination of discussions between the Parties. <!-- REVIEW: 7-year term is unusually long for an NDA — firm playbook caps at 3 years -->

The Receiving Party shall indemnify, defend and hold harmless the Disclosing Party from any and all losses, damages, costs, claims or expenses (including legal fees on a full indemnity basis) arising out of or in connection with any breach of this Agreement by the Receiving Party or any of its Representatives.

In the event of unauthorised disclosure, the Receiving Party shall pay liquidated damages of ₦25,000,000 per occurrence, without prejudice to any other remedy available to the Disclosing Party.

This Agreement shall be governed by the laws of the Federal Republic of Nigeria. Any dispute arising shall be referred to arbitration administered by the Lagos Court of Arbitration under its rules in force from time to time.

The Parties acknowledge that damages may not be a sufficient remedy and the Disclosing Party shall be entitled to seek injunctive relief in any court of competent jurisdiction without the obligation to post bond.

Neither Party may assign this Agreement without the prior written consent of the other, except that the Disclosing Party may assign to a successor in the event of a merger, acquisition, or sale of substantially all its assets.

All notices shall be delivered in writing to the addresses set out below and shall be deemed delivered upon written acknowledgement of receipt.

This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior oral or written agreements relating to the subject matter herein.

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

The obligations of confidentiality, indemnification and governing law shall survive any termination or expiration of this Agreement.