or-nda-v2.2026-09-20
One-way confidentiality undertaking
One-way. The Company discloses. The Receiving Party listens. Open.Raise holds the room, not the security. Counsel still sits on a live round.
- Disclosing Party
- Critical.Minerals · criticalminerals.market
- Receiving Party
- the fund or office named below, by the authorised signatory named below
- Operator
- Open.Raise · openraise.capital
- Law · seat · term
- Singapore · SIAC, Singapore · 24 months
01 Purpose and consideration
The Receiving Party is admitted to a gated room solely to evaluate a possible investment in the Company (the “Purpose”). Admission to the room is the consideration for this undertaking. Nothing in this undertaking is an offer, invitation, or solicitation to subscribe for securities under the Securities and Futures Act 2001 or any other law. Communications in the room are factual information for evaluation, not an advertisement calling attention to an offer.
02 Confidential Information
“Confidential Information” means non-public information that has the necessary quality of confidence and is disclosed by or for the Company or the Operator in the room or in related meetings — including the IC pack, unit economics, vault and access-control design, shipping and escrow arrangements, named counterparties, personnel, pipeline, and the fact that discussions are taking place. Contents of the room are deemed confidential unless the Company marks them otherwise. It includes copies, notes, and models derived from that information. Singapore has no standalone trade-secrets statute; this paper and the law of confidence both apply.
03 Exclusions
Confidential Information does not include information that (a) is or becomes public other than by a breach of this undertaking, (b) was already in the Receiving Party’s possession without duty of confidence, as shown by written records, (c) is independently developed without use of Confidential Information, or (d) is received from a third party free to disclose it.
04 Use and care
The Receiving Party will use Confidential Information only for the Purpose, will keep it no less carefully than its own most sensitive files, and will disclose it only to personnel, counsel, and professional advisers who need it for the Purpose and who are bound by written duties no less strict than these. The Receiving Party is responsible for those persons. It will not use Confidential Information to train, fine-tune, or prompt a model. The Operator may process the signatory’s personal data (name, title, firm, contact) to administer the room and this file, including transfer outside Singapore on PDPA-comparable terms.
05 No residuals on the rails
The Receiving Party does not receive a residuals licence. It will not use, copy, or reconstruct the Company’s or the Operator’s access-control matrix, vault design, escrow dual-control, shipping graph, or named counterparties, except for the Purpose. General market skill and publicly available know-how are not Confidential Information. Specific operational information in the room is.
06 No circumvention
The Company has a legitimate interest in its trade connections, separate from confidentiality. For twenty-four (24) months, the Receiving Party will not, without the Company’s prior written consent, approach, solicit, or transact with a mine, processor, carrier, bank, or offtaker that was first identified to it as Confidential Information in the room, in respect of the same mineral and origin, except through the Company or as the Receiving Party can show it already dealt with independently. This clause is limited in time and subject-matter so that it is no wider than that interest.
07 Compelled disclosure
If law, regulation, a court, or a competent authority requires disclosure, the Receiving Party will, to the extent lawful, give prompt written notice so the Company may seek an injunction or confidentiality directions, and will disclose only what is required.
08 No licence, no deal
No licence is granted. Neither party is obliged to proceed with an investment or any other transaction. An indication of interest is not a subscription and creates no obligation to issue or acquire securities.
09 Return and destroy
On written request, or when the Purpose ends, the Receiving Party will destroy or return Confidential Information, except one copy retained by counsel under continuing duty, and copies the Receiving Party is required by law or bona fide internal compliance to keep.
10 Term
This undertaking starts when the Receiving Party files it and continues for twenty-four (24) months. Clauses 5, 6, 8, 11 and 12 survive. Information that retains the necessary quality of confidence remains protected while it does.
11 Relief
A breach may cause harm that damages cannot cure. The Company and the Operator may seek injunctive or other equitable relief without proving actual damage, in addition to other rights. Any interim injunction remains subject to such undertaking as to damages (and fortification, if any) as the court or tribunal requires. The parties do not waive that requirement.
12 Law, seat, signature
This undertaking is governed by the laws of Singapore. Any dispute is referred to arbitration in Singapore under the Arbitration Rules of the Singapore International Arbitration Centre, in English, before one arbitrator. Either party may seek interim relief from the courts of Singapore or any other court of competent jurisdiction. The Operator is a party for hosting and for enforcing clauses 4, 5, 11 and 12, and may do so under the Contracts (Rights of Third Parties) Act 2001; no other third party may. The parties agree that filing through a named seat — identifying the signatory and indicating intention to be bound — is a method as reliable as appropriate for the Electronic Transactions Act 2010. The signatory warrants they are a director, partner, or duly authorised attorney of the Receiving Party. English is the language of this paper.
House template. Not legal advice. Not an offer of securities. A live close uses counsel’s paper.