Version 24 September 2026
(Confidentiality Undertaking for the Evaluation of the Pallarium Prototype)
This Mutual Non-Disclosure Agreement is made on the Effective Date between:
(1) the Pallarium Party, being, as designated in the Particulars, either:
(a) its founder, an individual residing in , acting in his own name and for the benefit of Pallarium, a corporation to be incorporated under the laws of the State of Delaware (the "Founder"); or
(b) Pallarium, a Delaware corporation with its registered office at hello@pallarium.com (the "Company"); and
(2) the Counterparty, being the individual or the legal entity identified as such in the Particulars.
IMPORTANT NOTICE. THIS AGREEMENT REQUIRES THE RESOLUTION OF DISPUTES BY INDIVIDUAL BINDING ARBITRATION AND CONTAINS A WAIVER OF CLASS, COLLECTIVE AND REPRESENTATIVE PROCEEDINGS AND A WAIVER OF TRIAL BY JURY (SECTION 22). IT CONTAINS A RELEASE AND AN INDEMNITY GIVEN BY THE COUNTERPARTY THAT EXTEND TO LOSSES CAUSED BY THE NEGLIGENCE OF THE PALLARIUM PROTECTED PERSONS (SECTION 13), A LIMITATION OF THE LIABILITY OF THE PALLARIUM PROTECTED PERSONS (SECTION 14) AND A CONTRACTUAL PERIOD WITHIN WHICH CLAIMS MUST BE BROUGHT (SECTION 14.4). NO OUTPUT OF THE PROTOTYPE IS A DESIGN, A PROFESSIONAL SERVICE, A SAFETY ASSESSMENT OR A RECOMMENDATION TO CARRY OUT ANY OPERATION.
1.1 Definitions. In this Agreement:
(a) "Adoption" means the adoption of this Agreement by the Company in accordance with Section 20.2, and "Adoption Date" means the date on which Adoption takes effect.
(b) "Affiliate" means, in relation to a person, any entity that directly or indirectly controls, is controlled by or is under common control with that person, where "control" means the ownership of more than fifty per cent (50%) of the voting interests of an entity or the power to direct its management and policies.
(c) "Aggregated Data" means data derived from Account Data, Activity Records, Usage Data or Feedback, and not from the content of Saved Data, that is aggregated, de-identified or anonymised so that it does not identify the Counterparty, any individual, any well, any field or any operator.
(d) "Agreement" means this Mutual Non-Disclosure Agreement, including Schedule 1 (Particulars), Schedule 2 (Consent to the Processing of Personal Data) and the signature page.
(e) "Applicable Law" means every law, statute, regulation, rule, order, judgment and binding requirement of any governmental, regulatory or judicial authority that applies to a Party or to the relevant matter, including Trade Control Laws.
(f) "Business Day" means a day other than a Saturday, a Sunday or a public holiday in the State of Delaware.
(g) "Confidential Information" means the Pallarium Information and the Counterparty Information.
(h) "Counterparty Information" means, exclusively:
(i) Well Data;
(ii) information of the Counterparty disclosed to the Pallarium Party in writing or in electronic form during the Evaluation Period that is marked "confidential" at the time of disclosure; and
(iii) information of the Counterparty disclosed to the Pallarium Party orally or visually during the Evaluation Period that is identified as confidential at the time of disclosure and is summarised in writing, marked "confidential" and delivered to the Pallarium Party within 10 Business Days after the disclosure;
but excluding Feedback, Residuals, Aggregated Data, Account Data, Activity Records, Usage Data, the fact that the Counterparty took part in the Evaluation, and any information concerning the Service or the Prototype.
(i) "Disclosing Party" means the Party that discloses or makes available Confidential Information, and "Receiving Party" means the Party that receives or obtains access to it.
(j) "Effective Date" means the date stated as such in the Particulars or, if none is stated, the date on which this Agreement is signed by the last of the Parties to sign it.
(k) "Evaluation" means the access to and use of the Prototype by the Counterparty and its Permitted Users, and the discussions between the Parties relating to it.
(l) "Evaluation Period" means the period beginning on the Effective Date and ending on the earliest of (i) the date stated in a notice given by the Pallarium Party ending the Evaluation; (ii) the date 12 months after the later of the Effective Date and the last day of the Event; and (iii) the date of termination of this Agreement under Section 16.2.
(m) "Event" means the KIOGE exhibition held in Almaty, Republic of Kazakhstan, on 30 September to 2 October 2026, and any demonstration of the Prototype given by or on behalf of the Pallarium Party in connection with it.
(n) "Feedback" means every suggestion, comment, idea, question, request, correction, enhancement proposal, report of an error, evaluation, test result, benchmark, comparison and other communication concerning the Service or the Prototype that the Counterparty or any Permitted User provides to the Pallarium Party, in any form.
(o) "Intellectual Property Rights" means patents, rights in inventions, copyright and related rights, database rights, rights in designs, rights in software, trademarks, trade names, rights in get-up, rights in confidential information and trade secrets, and every other intellectual property right, in each case registered or unregistered, including applications, renewals and extensions, anywhere in the world.
(p) "Pallarium Information" means all information, in any form or medium, whether or not marked or identified as confidential, that is disclosed or made available by or on behalf of the Pallarium Party, or that is observed, accessed or derived by the Counterparty or any Permitted User, before, on or after the Effective Date, in connection with the Evaluation, the Event or the Purpose, and that is not published on the Site, including:
(i) the Prototype and the Service, and every non-public page, screen, feature, function, workflow, interface, Output, Document, template and environment of either of them;
(ii) every calculation, method, screening criterion, weighting, score, threshold, envelope, formula, parameter, default value, algorithm, model, rule, dataset, data structure, architecture, source code, object code, configuration and security measure used in or relating to the Service;
(iii) the well library, the supplier directory and the technologies directory of the Service, and every compilation, classification, evidence record and selection underlying any of them;
(iv) all technical and performance information, test results, errors, defects, vulnerabilities and incidents relating to the Service or the Prototype;
(v) all business information shown, described or discussed at the Event or during the Evaluation, including plans, product roadmaps, release schedules, proposed plans and fees, pricing, customers and prospective customers, partners, suppliers, investors, financing, costs, methods of operation and marketing;
(vi) the terms of this Agreement and the existence and content of the discussions between the Parties; and
(vii) all notes, analyses, compilations, studies, screenshots, photographs, recordings, copies and other materials prepared by or for the Counterparty that contain, reflect or are derived from any of the foregoing.
(q) "Party" means the Pallarium Party or the Counterparty, and "Parties" means both of them.
(r) "Pallarium Party" means the Founder until the Adoption Date and the Company from the Adoption Date, or the Company from the Effective Date where the Particulars so designate.
(s) "Pallarium Protected Persons" means the Founder, the Company, their Affiliates, and each of their respective shareholders, directors, officers, employees, contractors, agents, licensors, service providers, successors and assigns.
(t) "Particulars" means the particulars set out in Schedule 1.
(u) "Permitted Users" means, where the Counterparty is an individual, that individual only; and, where the Counterparty is a legal entity, those of its employees who are named in the Particulars or approved in writing by the Pallarium Party and who are bound by written obligations of confidentiality no less protective of the Pallarium Party than this Agreement.
(v) "Personal Data" means any information relating to an identified or identifiable natural person that is protected as personal data or personal information under Applicable Law.
(w) "Prototype" means every pre-release, evaluation, working-copy or password-protected version or environment of the Service that is made available to the Counterparty, and every Output and Document generated by it.
(x) "Purpose" means the evaluation of the Prototype by the Counterparty, the provision of Feedback, and discussion between the Parties of a possible business relationship concerning the Service.
(y) "Representatives" means, in relation to a Party, its Affiliates and its and their directors, officers, employees, contractors, professional advisers, auditors, insurers, actual or prospective investors, lenders and acquirers, and, in relation to the Pallarium Party, its service providers.
(z) "Residuals" has the meaning given in Section 10.2.
(aa) "Restricted Person" means any person that is:
(i) listed on any list of persons subject to sanctions, restrictive measures, export restrictions or denied-party measures maintained under any Trade Control Law, including Annex XIX to Council Regulation (EU) No 833/2014;
(ii) an individual located or ordinarily resident in a Restricted Territory, or a legal person, entity or body established or organised in a Restricted Territory;
(iii) the government of a Restricted Territory, or any political subdivision, agency or instrumentality of it;
(iv) owned, directly or indirectly, individually or in the aggregate, fifty per cent (50%) or more by, or controlled by, one or more persons described in paragraphs (i) to (iii);
(v) a person with whom either Party is prohibited from dealing, or from dealing in the relevant manner, under any Trade Control Law;
(vi) a Restricted Person within the meaning of the Sanctions and Export Compliance Policy; or
(vii) acting for or on behalf of, at the direction of, or for the benefit of, any person described in paragraphs (i) to (vi);
provided that the nationality of an individual does not of itself make that individual a Restricted Person.
(bb) "Restricted Territory" means Cuba; Iran; North Korea; the Crimea region of Ukraine, including the city of Sevastopol; the so-called Donetsk People's Republic and Luhansk People's Republic regions of Ukraine and every other region of Ukraine not under the control of the Government of Ukraine; the Russian Federation; the Republic of Belarus; every other country, territory or region that is, or whose government is, the subject or target of Trade Control Laws that broadly prohibit dealings with it; and every country, territory or region designated as a Restricted Territory in the Sanctions and Export Compliance Policy.
(cc) "Review" means a written, oral or pictorial review, performance assessment or other similar analysis of the Service or the Prototype made by an individual who is a Party.
(dd) "Saved Data" means all Saved Calculations held under a Test Account, being all input values of a well, all Outputs and all parameters of Documents that the Service stores when an instruction to save is given, together with the Wells marked under a Test Account.
(ee) "Service" means the Pallarium well-screening service operated by the Pallarium Party, including its calculators, well library, supplier directory, technologies directory, accounts, documents and every other function, page and environment of it.
(ff) "Site" means the website at pallarium.com and its sub-domains.
(gg) "Term" has the meaning given in Section 16.1.
(hh) "Test Account" means any Account of the Service created or provided by the Pallarium Party for the Evaluation, including any Account opened under an email address on a domain controlled by the Pallarium Party.
(ii) "Trade Control Laws" means all economic, financial and trade sanctions, restrictive measures and export, re-export, transfer, import and end-use controls enacted, administered or enforced by the United States, the European Union or any of its Member States, the United Nations Security Council, the United Kingdom or any other authority with jurisdiction over a Party.
(jj) "Trade Secret" means any Confidential Information that qualifies as a trade secret under Applicable Law.
(kk) "Usage Data" means technical, diagnostic and usage information generated by or relating to the operation and use of the Service, including logs, counts, settings, performance data and records of the functions used, but excluding the content of Saved Data.
(ll) "Well Data" means data concerning a well, reservoir, field or operation of the Counterparty or of a person for which the Counterparty acts that (i) is entered into the Prototype by the Counterparty or a Permitted User during the Evaluation Period and saved under a Test Account, or (ii) is disclosed in accordance with paragraph (ii) or (iii) of the definition of Counterparty Information.
1.2 Other defined terms. "Account", "Account Data", "Activity Record", "Output", "Document", "Request for Quotation", "Saved Calculation", "Supplier", "Well", "Master Terms of Service", "Privacy Policy", "Data Processing Addendum", "Screening Results Terms", "Supplier Directory Terms", "Trial and Prototype Terms", "Acceptable Use Policy" and "Sanctions and Export Compliance Policy" have the meanings given to them in the Master Terms of Service issued by the Pallarium Party or, where a document is not defined there, refer to the document of that title issued by the Pallarium Party, in each case in the Version stated in the Particulars.
1.3 Interpretation. In this Agreement: headings are for convenience only; "including" and similar words mean including without limitation; the singular includes the plural and vice versa; "person" includes any individual, company, partnership, association, governmental authority or other entity; "writing" includes email; a reference to a statute includes it as amended or re-enacted; and no rule of construction shall apply to the disadvantage of a Party on the basis that it prepared this Agreement.
2.1 Purpose. Each Receiving Party shall use the Disclosing Party's Confidential Information solely for the Purpose.
2.2 No obligation to disclose or proceed. Neither Party is obliged to disclose any information to the other, to continue the Evaluation, to provide or accept any product or service, or to enter into any further agreement. The Pallarium Party may suspend, restrict or end the Evaluation, and any access to the Prototype, at any time and for any reason, without liability.
2.3 Other terms. Each access to and use of the Prototype by the Counterparty or any Permitted User is also subject to the Master Terms of Service, the Trial and Prototype Terms, the Screening Results Terms, the Supplier Directory Terms, the Acceptable Use Policy, the Sanctions and Export Compliance Policy and, as to Personal Data, the Privacy Policy and the Data Processing Addendum, in the Versions stated in the Particulars (together, the "Incorporated Terms"). A printed copy of each of the Incorporated Terms was offered to the Counterparty before signature, as recorded in the Particulars, and a copy of each is supplied on request made by email to hello@pallarium.com. The Counterparty accepts the Incorporated Terms by signing this Agreement. Sections 13, 14, 15 and 22 of this Agreement apply in full whether or not any of the Incorporated Terms binds the Counterparty. In the event of conflict, this Agreement prevails as to confidentiality, Reviews, Feedback, Residuals, Test Accounts, Saved Data and the resolution of disputes arising out of or in connection with this Agreement; in every other respect the order of precedence in the Master Terms of Service applies.
3.1 Non-use and non-disclosure. The Receiving Party shall:
(a) not use the Disclosing Party's Confidential Information for any purpose other than the Purpose;
(b) not disclose the Disclosing Party's Confidential Information to any person other than its Representatives who need to know it for the Purpose and who are bound by obligations of confidentiality no less protective than this Agreement, and, where the Counterparty is the Receiving Party, other than its Permitted Users, save as permitted by Section 4.3;
(c) protect the Disclosing Party's Confidential Information with at least the degree of care that it applies to its own confidential information of a similar nature, and in any event no less than a reasonable degree of care; and
(d) notify the Disclosing Party in writing without undue delay, and in any event within 2 Business Days, after becoming aware of any actual or suspected unauthorised access to, use of or disclosure of the Disclosing Party's Confidential Information, and cooperate with the Disclosing Party to mitigate it.
3.2 Responsibility for Representatives. Each Receiving Party is responsible for every act and omission of its Representatives and, in the case of the Counterparty, of its Permitted Users, that would be a breach of this Agreement if committed by the Receiving Party.
4.1 Protection of the Prototype. Subject to Section 4.4, the Counterparty shall not, and shall procure that no Permitted User or Representative shall, directly or indirectly:
(a) photograph, film, screen-record, capture a screenshot of, copy, print, transcribe or otherwise reproduce any part of the Prototype or any Pallarium Information, at the Event or elsewhere, save for the Documents that the Prototype generates for download under a Test Account issued to the Counterparty or a Permitted User;
(b) decompile, disassemble, decrypt, reverse-compile or otherwise analyse the Service or the Prototype in order to derive its source code, methods, screening criteria, weightings, parameters, data or structure, or attempt to reconstruct any of them from Outputs, including by systematic variation of inputs;
(c) use any robot, crawler, scraper, script or other automated means to access, extract or copy any part of the Service or the Prototype;
(d) probe, scan, test or attempt to circumvent any security, authentication, access-control or rate-limiting measure of the Service or the Prototype;
(e) use any Pallarium Information to develop, improve, train, benchmark, market or support any product or service that competes or may compete with the Service, or disclose any Pallarium Information to any person that develops or offers such a product or service;
(f) publish, post or disclose, including on any social network, forum, publication or presentation, any Pallarium Information, including any image, recording or screenshot of the Prototype and any description of any non-public feature, function, screening criterion, parameter, Output or Document of the Prototype;
(g) share any credential of a Test Account, allow any person other than a Permitted User to use the Prototype, or use the Prototype for the benefit of any third party;
(h) remove, obscure or alter any notice, legend or marking in the Prototype or in any Pallarium Information;
(i) use any Pallarium Information to solicit, divert or interfere with any customer, prospective customer, partner, supplier or investor of the Pallarium Party that is identified to the Counterparty in the course of the Evaluation; or
(j) use the Prototype in breach of any of the Incorporated Terms.
4.2 Data entered by the Counterparty. The Counterparty shall not enter, load or save into the Prototype, and shall not disclose to the Pallarium Party:
(a) any information that the Counterparty or the relevant Permitted User is not entitled to disclose or to use in the Service, including information that belongs to an employer, client, co-venturer or other person and that is subject to an obligation of confidence, unless that person has authorised the disclosure and use;
(b) any Personal Data of any person other than the Permitted User's own business contact details;
(c) any technical data, software or technology the export, re-export or transfer of which requires a licence or authorisation under any Trade Control Law;
(d) any information classified as a state secret, or otherwise restricted from disclosure, under the Applicable Law of any country; or
(e) any data concerning any well, field, licence area, facility or project situated in a Restricted Territory, or concerning any project in respect of which any Trade Control Law prohibits the provision of services.
4.3 Outputs and Requests for Quotation. Every Output and Document generated by the Prototype, save to the extent that it reproduces Well Data, is Pallarium Information. The Counterparty may use a Document generated under a Test Account issued to it or to a Permitted User only for the Purpose, save that it may transmit a Request for Quotation so generated to a Supplier solely to obtain a price or information, in accordance with the Trial and Prototype Terms and the Supplier Directory Terms, and not as the specification of any order or contract. Such a transmission is not a breach of Section 3 or Section 4.1. No Supplier acquires any right under this Agreement.
4.4 Reviews. Nothing in this Agreement prohibits or restricts an individual who is a Party from making a Review, or imposes any penalty or fee on that individual for making one, save to the extent that the Review discloses any trade secret, or any commercial or financial information, that is Pallarium Information and is not public. As to the content of any Review, the rights granted to the Pallarium Party under Section 8 are limited to a non-exclusive licence. Nothing in this Section 4.4 affects any duty of confidentiality imposed by law, or any cause of action for defamation, libel, slander or any similar cause of action.
5.1 Excluded information. The obligations in Sections 3 and 4.1 do not apply to information that the Receiving Party demonstrates, by contemporaneous written records:
(a) is or becomes generally available to the public other than as a result of a breach of this Agreement or of any other obligation of confidence;
(b) was lawfully in its possession, without obligation of confidence, before it was disclosed by or on behalf of the Disclosing Party;
(c) is lawfully received by it from a third party that is not under any obligation of confidence in respect of that information; or
(d) is independently developed by it without use of or reference to the Disclosing Party's Confidential Information and by persons who had no access to it.
5.2 Combinations and particulars. Pallarium Information shall not be treated as falling within Section 5.1 merely because (a) individual elements, features or components of it are within Section 5.1, unless the combination itself, its principle of operation and its arrangement are within Section 5.1; or (b) it is embraced by more general information that is within Section 5.1.
5.3 Burden. The burden of proving that information falls within Section 5.1 rests on the Receiving Party.
6.1 Required disclosure. The Receiving Party may disclose Confidential Information to the extent required by Applicable Law, by a court or by a governmental or regulatory authority of competent jurisdiction, provided that, to the extent lawful, it (a) gives the Disclosing Party prompt prior written notice of the requirement; (b) cooperates, at the Disclosing Party's expense, with any effort of the Disclosing Party to obtain a protective order or confidential treatment; and (c) discloses only the part of the Confidential Information that it is legally required to disclose.
6.2 Continuing protection. Confidential Information disclosed under Section 6.1 remains Confidential Information for every other purpose.
7.1 Test Accounts. Every Test Account, and every email address, mailbox and credential associated with it, is and remains the property of the Pallarium Party and is provided solely for the Evaluation. The Pallarium Party may suspend, reset, restrict or close any Test Account at any time and without notice. The Counterparty shall keep every credential of a Test Account confidential.
7.2 Storage of Saved Data. Saved Data is stored by the Pallarium Party and its service providers in accordance with the Privacy Policy and, as to Personal Data contained in it, the Data Processing Addendum. Save as expressly set out in this Agreement, the Privacy Policy and the Data Processing Addendum, the Pallarium Party makes no representation as to the data that the Service stores, transmits or processes.
7.3 Use of Saved Data. The Pallarium Party and its service providers may host, store, copy, transmit, back up, restore, process and display Saved Data for the purposes of (a) providing, operating and maintaining the Service and the Prototype; (b) providing support requested by the Counterparty or a Permitted User; (c) preventing, detecting, investigating and remedying security incidents, faults, fraud, abuse of the Service and breaches of this Agreement or of the Incorporated Terms; (d) performing backups and restorations; (e) complying with Applicable Law, including Trade Control Laws, and with any lawful request of a governmental authority; and (f) establishing, exercising or defending legal claims. The Pallarium Party may create Aggregated Data and may use it for any lawful purpose, without restriction or obligation, during and after the Term.
7.4 No obligation to retain. The Pallarium Party is under no obligation to retain, back up, restore or return any Saved Data or to provide any export of it, save that, during the Evaluation Period, the Counterparty may retrieve and delete Saved Data by means of the functions of the Prototype that are made available to it, and save as the Data Processing Addendum requires in respect of Personal Data. The Counterparty shall retain its own copies of all information that it requires.
8.1 Assignment. The Counterparty hereby assigns, and shall procure that each Permitted User assigns, to the Pallarium Party absolutely, with full title guarantee and free of any encumbrance, all right, title and interest, including all Intellectual Property Rights, in and to all Feedback, save to the extent that it forms the content of a Review, with effect from its creation.
8.2 Licence. To the extent that any assignment under Section 8.1 is ineffective under Applicable Law, and as to the content of every Review, the Counterparty grants, and shall procure that each Permitted User grants, to the Pallarium Party a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, transferable and sublicensable licence to use, reproduce, modify, adapt, disclose, commercialise and otherwise exploit that Feedback in any manner and for any purpose.
8.3 Waiver. The Counterparty waives, and shall procure that each Permitted User waives, to the fullest extent permitted by Applicable Law, all moral rights and rights of attribution in the Feedback.
8.4 No consideration and no obligation. No payment, credit, royalty or other consideration is payable for Feedback. The Pallarium Party is not obliged to use any Feedback or to treat it as confidential, save that Well Data disclosed together with Feedback remains Counterparty Information.
9.1 Ownership. All Pallarium Information, the Service, the Prototype and every improvement, modification, enhancement and derivative of any of them, whether made by the Pallarium Party, by the Counterparty or by anyone else, and whether or not based on Feedback, and all Intellectual Property Rights in any of them, belong exclusively to the Pallarium Party and its licensors. The Counterparty hereby assigns to the Pallarium Party all right, title and interest in any such improvement, modification, enhancement or derivative that it or any Permitted User makes.
9.2 Counterparty Information. Counterparty Information remains the property of the Counterparty or of the person on whose behalf it is disclosed, subject to the rights granted in Sections 7.3 and 10.
9.3 No licence. Except as expressly stated in this Agreement, no licence or right is granted, by implication, estoppel or otherwise, under any Intellectual Property Right of either Party. All rights not expressly granted are reserved.
10.1 Pallarium Party's residuals. Notwithstanding any other provision of this Agreement, the Pallarium Party and its Representatives may use Residuals for any purpose, including the development, improvement and commercialisation of the Service and of any other product or service, without obligation, accounting or payment to the Counterparty. Residuals exclude Well Data and any information derived from it. This Section 10.1 does not permit the disclosure of the identity of any well, field or operator of the Counterparty.
10.2 Definition. "Residuals" means information in intangible form, including ideas, concepts, know-how, techniques, methods, processes and preferences as to workflow and interface, that is retained in the unaided memory of any individual who had access to Counterparty Information. A memory is unaided if the individual has not intentionally memorised the information for the purpose of retaining and subsequently using or disclosing it and does not refer to any record of it.
10.3 No reciprocal right. Neither the Counterparty nor any of its Permitted Users or Representatives has any right to use residual knowledge of Pallarium Information. Every use of Pallarium Information, whether retained in memory or otherwise, is subject to Sections 3 and 4.
11.1 Independent development. The Counterparty acknowledges that the Pallarium Party develops and may develop, acquire or market products, services, methods, criteria, libraries and directories that are similar to or compete with the products, services, practices or ideas of the Counterparty, and nothing in this Agreement restricts it from doing so, provided that it does not disclose Counterparty Information in breach of this Agreement.
11.2 Freedom to deal. Nothing in this Agreement restricts the Pallarium Party from entering into any agreement with any person, including any competitor of the Counterparty.
The Counterparty represents and warrants to the Pallarium Party, on the Effective Date and throughout the Evaluation Period, that:
(a) where the Counterparty is an individual, the Counterparty is at least eighteen (18) years of age, has full legal capacity and acts in the course of his or her trade, business or profession;
(b) where the Counterparty is a legal entity, it is duly organised and validly existing, and the individual who signs for it is authorised to bind it;
(c) the execution and performance of this Agreement, and every disclosure of Counterparty Information and every entry of data into the Prototype by the Counterparty or any Permitted User, do not breach any contract, obligation of confidence, employment obligation, policy or Applicable Law binding on the Counterparty or on that Permitted User;
(d) neither the Counterparty, nor any Permitted User, nor any organisation for which the Counterparty works or acts, nor any person on whose behalf the Counterparty acts, is a Restricted Person, and none of them will access the Prototype from a Restricted Territory;
(e) no Well Data concerns any well, field, licence area, facility or project situated in a Restricted Territory;
(f) the acceptance of the Evaluation and of any access to the Prototype is permitted by the policies of the Counterparty and of any employer of the Counterparty or of any Permitted User concerning gifts, hospitality, conflicts of interest and anti-corruption, and, where the Counterparty or any Permitted User is an officer or employee of a government or of a state-owned or state-controlled entity, is permitted by the Applicable Law and rules that bind that person; and
(g) all information provided in the Particulars, including every answer to a question in them, is true, complete and accurate.
13.1 As is. ALL CONFIDENTIAL INFORMATION, THE PROTOTYPE, EVERY OUTPUT AND EVERY DOCUMENT ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". THE PALLARIUM PROTECTED PERSONS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OR CONDITION OF ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
13.2 Outputs. Every Output and Document generated by the Prototype is a screening estimate subject to the Screening Results Terms. No Output is a design, a specification for procurement or construction, a professional service, a hazard, safety or exposure assessment, a quotation or a recommendation to carry out any operation, and no Output shall be relied upon for any purpose.
13.3 No commitment. Nothing shown or said in the course of the Event or the Evaluation is a representation or commitment concerning any future product, feature, release date, price or plan. The Prototype may be modified, withdrawn or never released.
13.4 No operational use. The Counterparty shall not use, and shall procure that no Permitted User and no person who obtains an Output or Document from or through either of them uses, any Output or Document as the basis, in whole or in part, of any drilling, completion, workover, intervention, stimulation, installation, operation or other activity on or in connection with any well or facility; of any decision concerning health, safety, security or the environment; of any procurement or contract; of any filing with any governmental authority; or of any investment or financing decision.
13.5 RELEASE AND INDEMNITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COUNTERPARTY RELEASES EACH PALLARIUM PROTECTED PERSON FROM, AND SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS EACH PALLARIUM PROTECTED PERSON FROM AND AGAINST, ALL CLAIMS, DEMANDS, ACTIONS, PROCEEDINGS, LIABILITIES, LOSSES, DAMAGES, FINES, PENALTIES, SETTLEMENTS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR IN CONNECTION WITH ANY USE OF OR RELIANCE ON ANY OUTPUT OR DOCUMENT BY THE COUNTERPARTY, ANY PERMITTED USER OR ANY PERSON WHO OBTAINED IT FROM OR THROUGH EITHER OF THEM, INCLUDING ANY LOSS OF OR DAMAGE TO ANY WELL, WELLBORE, RESERVOIR OR EQUIPMENT, ANY LOSS OF WELL CONTROL, ANY POLLUTION OR RELEASE OF ANY SUBSTANCE, AND ANY PERSONAL INJURY, DEATH OR DAMAGE TO PROPERTY, IN EACH CASE REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY PALLARIUM PROTECTED PERSON, AND EXCLUDING ONLY LOSSES TO THE EXTENT FINALLY DETERMINED TO HAVE RESULTED FROM THE FRAUD OR WILFUL MISCONDUCT OF THE PALLARIUM PARTY.
13.6 Statutory limits. Where any Applicable Law, including any law governing indemnities in agreements pertaining to wells for oil, gas or water, renders any part of Section 13.5 void, unenforceable or limited, that part applies to the maximum extent that such law permits, and the remainder of Section 13.5 is unaffected. Section 14.3 applies.
13.7 Conspicuousness. THE COUNTERPARTY ACKNOWLEDGES THAT SECTIONS 13 AND 14 ARE CONSPICUOUS, THAT THEY EXPRESSLY STATE THAT THEY APPLY TO LOSSES CAUSED BY THE NEGLIGENCE OF THE PALLARIUM PROTECTED PERSONS, AND THAT THE COUNTERPARTY HAS HAD THE OPPORTUNITY TO READ THEM AND TO OBTAIN INDEPENDENT ADVICE ON THEM BEFORE SIGNING.
14.1 Pallarium Party's liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
(a) NO PALLARIUM PROTECTED PERSON SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE EVENT, THE EVALUATION OR THE PROTOTYPE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF STATUTORY DUTY OR OTHERWISE, FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, CONTRACT, GOODWILL, DATA OR PRODUCTION, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; AND
(b) THE AGGREGATE LIABILITY OF ALL PALLARIUM PROTECTED PERSONS UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE EVENT, THE EVALUATION, THE PROTOTYPE AND THE INCORPORATED TERMS SHALL NOT EXCEED one hundred United States dollars (US$100).
14.2 Counterparty's liability. The liability of the Counterparty for any breach of this Agreement is not limited or excluded by this Agreement.
14.3 Liability that cannot be excluded. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under Applicable Law, which may include, depending on the jurisdiction, liability for fraud, for death or personal injury caused by negligence, or for gross negligence or wilful misconduct. Where Applicable Law does not permit a provision of Section 13 or of this Section 14 to apply in full, it applies to the maximum extent that Applicable Law permits.
14.4 PERIOD FOR CLAIMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION OF THE COUNTERPARTY AGAINST ANY PALLARIUM PROTECTED PERSON ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE EVENT, THE EVALUATION OR THE PROTOTYPE SHALL BE COMMENCED WITHIN 12 MONTHS AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES, FAILING WHICH IT IS PERMANENTLY BARRED. Where Applicable Law does not permit a period of that length to be agreed, the shortest period permitted by Applicable Law applies.
15.1 Equitable relief. The Counterparty acknowledges that any actual or threatened breach of Sections 3, 4, 8, 9 or 17 would cause the Pallarium Party irreparable harm for which damages would not be an adequate remedy. The Pallarium Party is entitled, in addition to every other remedy available to it, to an injunction, specific performance and other equitable relief, without proof of actual damage and, to the fullest extent permitted by Applicable Law, without the posting of any bond or other security.
15.2 Indemnity. The Counterparty shall indemnify and hold harmless each Pallarium Protected Person from and against all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this Agreement by the Counterparty, any Permitted User or any of its Representatives, or any breach of the representations and warranties in Section 12.
15.3 Account of profits. The Pallarium Party may, at its election, require the Counterparty to account for all profits and benefits derived from any use or disclosure of Pallarium Information in breach of this Agreement.
15.4 Costs of enforcement. If the Pallarium Party prevails, in whole or in part, in any proceeding to enforce this Agreement, the Counterparty shall reimburse the Pallarium Party's reasonable attorneys' fees, costs and expenses of that proceeding. Where Applicable Law requires such a provision to be reciprocal, it applies in favour of the prevailing Party.
15.5 Cumulative remedies. The rights and remedies under this Agreement are cumulative and in addition to every right and remedy available at law or in equity.
15.6 Notice of immunity. Nothing in this Agreement prevents any individual from reporting a possible violation of law to any governmental authority, or from disclosing a trade secret in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint or other document filed under seal in a lawsuit or other proceeding. An individual shall not be held criminally or civilly liable under any federal or state trade secret law for such a disclosure made in accordance with 18 U.S.C. § 1833(b).
16.1 Term. This Agreement commences on the Effective Date and expires 5 years after the end of the Evaluation Period (the "Term"), save for the provisions that survive its expiry under Section 16.4.
16.2 Termination. The Pallarium Party may terminate this Agreement or the Evaluation at any time by notice to the Counterparty. The Counterparty may terminate this Agreement by notice to the Pallarium Party. Termination takes effect on the date on which the notice is given. Termination ends the Evaluation Period and does not shorten the Term.
16.3 Suspension. The Pallarium Party may suspend access to the Prototype immediately and without notice if it believes that the Counterparty or any Permitted User has breached this Agreement or that continued access may breach Applicable Law.
16.4 Survival. Notwithstanding the end of the Evaluation Period, the termination of this Agreement or the expiry of the Term:
(a) the obligations of the Counterparty in respect of Pallarium Information continue until the expiry of the Term and, in respect of every Trade Secret and of the source code, object code, screening criteria, weightings, parameters and data of the Service, for so long as such information remains confidential or a Trade Secret;
(b) the obligations of the Pallarium Party in respect of Counterparty Information continue for 2 years after the end of the Evaluation Period and, in respect of Well Data, for so long as the Pallarium Party holds it; and
(c) Sections 1, 4.4, 5, 6, 7.3, 7.4, 8 to 15, 16.4, 17 and 19 to 25 survive.
17.1 Counterparty. Within 5 Business Days after the end of the Evaluation Period, or earlier on the Pallarium Party's written request, the Counterparty shall, and shall procure that its Permitted Users and Representatives shall, cease all use of Pallarium Information, destroy or return all Pallarium Information in its or their possession or control, including all copies, notes, screenshots, photographs and recordings, and deliver to the Pallarium Party a written certificate of compliance signed by the Counterparty or, where the Counterparty is a legal entity, by an authorised officer.
17.2 Pallarium Party. The Pallarium Party shall delete the Saved Data held under a Test Account within a commercially reasonable period after the earliest of (a) the closure of that Test Account by the Pallarium Party; (b) a written request of the Counterparty that identifies that Test Account; and (c) the date 12 months after the last day of the Event. Within a commercially reasonable period after the end of the Evaluation Period, or after the Counterparty's earlier written request, the Pallarium Party shall destroy or return any Counterparty Information disclosed under paragraphs (ii) and (iii) of its definition. The Pallarium Party shall, on written request, confirm that it has done so.
17.3 Retained copies. A Receiving Party may retain Confidential Information (a) to the extent required by Applicable Law or by its bona fide record-keeping obligations, and (b) in routine electronic backups until they are overwritten or deleted in the ordinary course. Retained Confidential Information remains subject to this Agreement for so long as it is retained. Aggregated Data, Feedback and Residuals are not subject to this Section 17.
18.1 Compliance. Each Party shall comply with all Trade Control Laws that apply to it in connection with this Agreement.
18.2 No access for Restricted Persons. The Counterparty shall not permit any Restricted Person to access the Prototype or any Pallarium Information, shall not access the Prototype from, or use it for any well, field or facility in, a Restricted Territory, and shall not use the Prototype or any Pallarium Information for the benefit of, or on behalf of, any Restricted Person.
18.3 Suspension and termination. The Pallarium Party may refuse, suspend or end the Evaluation, any access to the Prototype and this Agreement, immediately and without liability, if it considers that the Evaluation may breach, or expose any Pallarium Protected Person to, any Trade Control Law.
18.4 Information. The Counterparty shall provide promptly, on request, such information concerning its identity, its employer, the ownership and control of any organisation for which it acts, and the location of any well concerned, as the Pallarium Party requires for the purposes of this Section 18, and shall notify the Pallarium Party immediately if any answer given in the Particulars ceases to be true.
19.1 Anti-corruption. Nothing of value has been offered, given, requested or received by either Party, or by any person on its behalf, to induce the conclusion of this Agreement or any Evaluation, and access to the Prototype is not given in exchange for any decision, favour or business.
19.2 Publicity by the Counterparty. Subject to Section 4.4, the Counterparty shall not make any public statement or announcement concerning the Evaluation, the Prototype or the Pallarium Party, shall not state or imply any partnership, endorsement or relationship with the Pallarium Party, and shall not use any name, trademark or logo of the Pallarium Party, without the Pallarium Party's prior written consent.
19.3 Publicity by the Pallarium Party. The Pallarium Party shall not use the name, trademark or logo of the Counterparty, or any statement made by the Counterparty, in any advertising or promotional material without the Counterparty's prior written consent.
20.1 Founder. Where the Particulars designate the Founder as the Pallarium Party, the Founder enters into this Agreement in his own name and for the benefit of the Company, which is to be incorporated under the laws of the State of Delaware.
20.2 Adoption. The Company may adopt this Agreement at any time after its incorporation by notice to the Counterparty. From the Adoption Date: (a) the Company is a party to this Agreement as the Pallarium Party in place of the Founder, as if it had been named as the Pallarium Party on the Effective Date; (b) all rights of the Founder under this Agreement, including all rights in Feedback and all rights in respect of Pallarium Information disclosed before the Adoption Date, vest in the Company; and (c) the Founder is released from all obligations and liabilities under this Agreement, whether arising before or after the Adoption Date, and the Company assumes them.
20.3 Consent. The Counterparty irrevocably consents in advance to the Adoption and to the release of the Founder under Section 20.2, and shall, on request, sign any document reasonably required to record them.
20.4 Third-party beneficiary before Adoption. Until the Adoption Date, the Company, from its incorporation, is an intended third-party beneficiary of this Agreement and may enforce every obligation of the Counterparty in its own name.
20.5 Assignment. The Pallarium Party may assign, novate or otherwise transfer this Agreement, or any of its rights or obligations, without the Counterparty's consent, to any Affiliate, to any successor to all or part of its business or assets relating to the Service, or to any acquirer. The Counterparty shall not assign, transfer, subcontract or otherwise deal with this Agreement or any of its rights or obligations. Any purported assignment in breach of this Section 20.5 is void.
21.1 Processing. The Pallarium Party processes the Personal Data of the Counterparty, where the Counterparty is an individual, and of the signatory and the Permitted Users of the Counterparty, where it is a legal entity, as described in the Privacy Policy, for the purposes of concluding, performing and enforcing this Agreement, administering the Evaluation and complying with Trade Control Laws.
21.2 Counterparty's disclosures. The Counterparty is responsible for ensuring that any Personal Data of its Permitted Users that it provides to the Pallarium Party is provided lawfully.
21.3 Consent. Where Applicable Law requires the consent of an individual to the collection, processing or cross-border transfer of his or her Personal Data recorded on this Agreement, that consent is given by the separate signature of that individual under Schedule 2. To the extent that Applicable Law permits, the withdrawal of that consent does not affect the lawfulness of processing carried out before the withdrawal, or the processing of the Personal Data necessary to perform or enforce this Agreement or to establish, exercise or defend legal claims.
22.1 Governing law. This Agreement, and every dispute, claim or controversy, contractual or non-contractual, arising out of or in connection with it, its subject matter or its formation, is governed by the laws of the State of Delaware, without regard to any conflict-of-laws rule that would lead to the application of the laws of another jurisdiction. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of Sections 22.2 to 22.6.
22.2 Binding arbitration. Save as provided in Section 22.3, every dispute, claim or controversy arising out of or in connection with this Agreement, the Event, the Evaluation or the Prototype, including any question regarding the existence, formation, validity, interpretation, performance, breach, termination or enforceability of this Agreement or of this Section 22, shall be finally resolved by binding arbitration, as follows:
(a) where the Counterparty is organised, domiciled or ordinarily resident outside the United States, the arbitration shall be administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules;
(b) in every other case, the arbitration shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules;
(c) the tribunal shall consist of one arbitrator;
(d) the seat, or legal place, of the arbitration shall be Wilmington, Delaware, United States of America; hearings may be held by video conference at the arbitrator's discretion;
(e) the language of the arbitration shall be English;
(f) the arbitrator shall apply this Agreement and the law stated in Section 22.1, has no power to award any damages or other relief excluded or limited by this Agreement, and has no power to modify any term of this Agreement;
(g) the award shall be in writing, shall state the reasons on which it is based, shall be final and binding on the Parties, and may be entered and enforced in any court of competent jurisdiction; and
(h) the Parties, their representatives and the arbitrator shall keep confidential the existence of the arbitration, all submissions, evidence and hearings, and the award, save to the extent that disclosure is required by Applicable Law, for the purpose of any proceeding to confirm, enforce or challenge the award or to obtain interim relief, or to a Party's professional advisers, auditors and insurers.
22.3 Interim and injunctive relief. Either Party may at any time apply to any court of competent jurisdiction, including the courts of any place in which the Counterparty is domiciled, resides, has its registered office, holds assets or carries on business, for temporary, preliminary or permanent injunctive relief, specific performance or other interim or equitable relief, without thereby waiving the right to arbitrate. The Counterparty waives any requirement that the Pallarium Party post a bond or other security in connection with such relief, to the extent that a court may give effect to that waiver.
22.4 Single proceeding. Where a dispute, claim or controversy arises both under this Agreement and under the Master Terms of Service or any of the Incorporated Terms, it shall be resolved in a single arbitration under Section 22.2, in which the arbitrator has jurisdiction over every claim arising under any of them, and Section 35.9 (Confidentiality Undertaking) of the Master Terms of Service applies accordingly.
22.5 CLASS AND REPRESENTATIVE PROCEEDINGS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVERY DISPUTE, CLAIM OR CONTROVERSY BETWEEN THE COUNTERPARTY AND ANY PALLARIUM PROTECTED PERSON SHALL BE BROUGHT AND RESOLVED ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF, CLAIMANT OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING. NO ARBITRATOR MAY CONSOLIDATE THE CLAIMS OF MORE THAN ONE COUNTERPARTY, OR PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING, WITHOUT THE PALLARIUM PARTY'S EXPRESS WRITTEN CONSENT. If this Section 22.5 is held unenforceable in respect of any claim, that claim, and that claim only, shall be severed and heard by a court referred to in Section 22.7, and shall be stayed until the completion of every arbitration of individual claims between the same Parties.
22.6 WAIVER OF JURY TRIAL. EACH PARTY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
22.7 Courts. The state and federal courts located in the State of Delaware have exclusive jurisdiction over any proceeding in aid of arbitration, to confirm, enforce, vacate or modify an award, or under Section 22.5, save that an award may be entered and enforced, and relief under Section 22.3 may be sought, in any court referred to in Section 22.2(g) or Section 22.3. Each Party irrevocably submits to the jurisdiction of those courts and waives any objection to venue in them, including any objection that they are an inconvenient forum.
22.8 Service of process. To the fullest extent permitted by Applicable Law, the Counterparty consents to service of process in any proceeding arising out of or in connection with this Agreement by email to the address stated in the Particulars and by international courier to the postal address stated in the Particulars, in addition to any other method permitted by Applicable Law.
22.9 Precedence. This Section 22 governs every dispute arising out of or in connection with this Agreement, notwithstanding any dispute resolution provision of any other document.
23.1 Form and addresses. Every notice under this Agreement shall be in writing in English and shall be sent by email: to the Pallarium Party at hello@pallarium.com; and to the Counterparty at the email address stated in the Particulars. From the Adoption Date, a notice of breach, of termination, of a claim for indemnity or of a dispute given to the Pallarium Party shall in addition be sent by internationally recognised courier to Pallarium, hello@pallarium.com. Either Party may change its address by notice.
23.2 Effect. A notice sent by email takes effect when sent, unless the sender receives an automated message that it was not delivered. A notice sent by courier takes effect on delivery.
This Agreement is made in English. Any translation is provided for convenience only; in the event of any inconsistency, the English text prevails. Each Party confirms that it understands the English text and has had the opportunity to obtain independent advice on it.
25.1 Entire agreement. This Agreement, together with the Incorporated Terms, constitutes the entire agreement between the Parties concerning its subject matter and supersedes every prior agreement, undertaking, statement and understanding concerning it, including any confidentiality text published on the Service before the Effective Date. Each Party acknowledges that it has not relied on any statement or representation not set out in this Agreement, save in respect of fraud.
25.2 Amendment and waiver. No amendment of this Agreement is effective unless made in writing and signed by or on behalf of both Parties, save that a notice of Adoption, a notice ending the Evaluation and a change of address take effect as provided in this Agreement. No failure or delay in exercising any right operates as a waiver of it, and no waiver is effective unless given in writing.
25.3 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable in any jurisdiction, it shall be modified to the minimum extent necessary to make it valid, legal and enforceable in that jurisdiction, and neither its validity, legality or enforceability in any other jurisdiction nor the remaining provisions shall be affected.
25.4 Relationship. Nothing in this Agreement creates any partnership, joint venture, agency, employment or fiduciary relationship between the Parties.
25.5 Third parties. Save as provided in Section 20.4 and save that each Pallarium Protected Person may enforce Sections 13, 14, 15 and 22, no person other than the Parties has any right under this Agreement.
25.6 Counterparts and electronic signature. This Agreement may be executed in any number of counterparts, each of which is an original and all of which together constitute one agreement. A signature delivered by email in portable document format, and an electronic signature, is as valid and binding as an original handwritten signature.
25.7 Costs. Each Party bears its own costs of entering into this Agreement.
25.8 Further assurance. The Counterparty shall, at the Pallarium Party's request, execute such documents and do such things as are reasonably required to give full effect to Sections 8, 9 and 20.
| Item | Particular |
|---|---|
| Effective Date | the date it is signed |
| Event | KIOGE, Almaty, Republic of Kazakhstan, 30 September to 2 October 2026 |
| Pallarium Party | ☐ the Founder, its founder (before incorporation) · ☐ the Company, Pallarium |
| Counterparty | ☐ an individual, signing in own name · ☐ a legal entity, signing by an authorised representative |
| Counterparty's full name (individual) or legal name (entity) | |
| Country of residence (individual) or jurisdiction and registration number (entity) | |
| Postal address | |
| Email address for notices | |
| Organisation for which the Counterparty works or acts, and its country of incorporation | |
| Position held in that organisation | |
| Is that organisation, or any person owning 50% or more of it or controlling it, established in the Russian Federation or the Republic of Belarus, or listed under any sanctions list? | ☐ No · ☐ Yes |
| Country or countries in which the wells to be evaluated are situated | |
| Permitted Users (entity only) | |
| Versions of the Incorporated Terms | Master Terms of Service, Trial and Prototype Terms, Screening Results Terms, Supplier Directory Terms, Acceptable Use Policy, Sanctions and Export Compliance Policy, Privacy Policy and Data Processing Addendum, each Version 24 September 2026 |
| A printed copy of each of the Incorporated Terms was offered to the Counterparty before signature | ☐ accepted · ☐ declined |
This consent is given separately from this Agreement, for the purposes of the Law of the Republic of Kazakhstan "On Personal Data and their Protection" and of any other Applicable Law that requires consent. It is signed by each individual whose Personal Data is recorded on this Agreement.
Full name: ..........................................
Signature: ..........................................
Date: ..........................................
THE PALLARIUM PARTY
Where the Founder is the Pallarium Party:
Signed by its founder, in his own name and for the benefit of Pallarium (a Delaware corporation to be incorporated)
Signature: ..........................................
Date: ..........................................
Where the Company is the Pallarium Party:
Signed for and on behalf of Pallarium
Name: ..........................................
Title: ..........................................
Signature: ..........................................
Date: ..........................................
THE COUNTERPARTY
Where the Counterparty is an individual:
Full name: ..........................................
Signature: ..........................................
Date: ..........................................
Where the Counterparty is a legal entity:
Signed for and on behalf of: ..........................................
Name of signatory: ..........................................
Title of signatory: ..........................................
The signatory confirms that he or she is authorised to bind the Counterparty.
Signature: ..........................................
Date: ..........................................
Two originals, one for each Party.