Promotion Ambassador Agreement

This agreement shall come into effect immediately from the date of signing.

ANNEX A

TERMS AND CONDITIONS

THESE TERMS AND CONDITIONS (T&C) GOVERN YOUR RELATIONSHIP WITH [BtcDanal] IN RELATION TO THE SERVICES IT WILL RECEIVE FROM YOU FOR THE BRANDS. BY EXECUTING AN INSERTION ORDER OR OTHER FORM THAT REFERENCES THESE T&C, YOU AGREE TO THESE T&C, EFFECTIVE ON THE DATE YOU SIGN. These T&C and the IO shall be referred to as the “Agreement”. Signing the agreement will result in becoming an agent and enjoying agency commission rebates, you will automatically give up the platform's ordinary referral rebate mechanism.

(References to “YOU” or “YOUR” or “Partner” means the legal entity accepting these T&C by the signing of an IO; references to “WE” or “OUR” or “COMPANY” means “[BtcDana] ” .

BACKGROUND

(A) [BtcDana] is a brokerage firm which through its platform offers various financial services to its clients.

(B) The Ambassador is a recognized social media company and/or legal entity, owner of various sources and/or channels with a substantial number of followers whose personal style and public persona, values and profile are aligned to and are sympathetic with the Brand and its ethos.

(C) The parties have agreed that the Company shall engage the Ambassador to promote the Endorsed Services (as define below) in accordance with the terms and conditions of this agreement.

AGREED TERMS

1. ENGAGEMENT TO PROVIDE SERVICES

1.1 In consideration of the fees to be paid to the Ambassador as set out in this agreement, the Ambassador shall use his/her best efforts in accordance with industry practices, to actively and effectively market and promote the Brand and its product, and provide certain services to the Company as set out in the insertion order entered into and signed by the Company including but not limited to use of the Marketing Material (as defined below), as set out in the insertion order entered into and signed by the Company and the Ambassador from time to time (Insertion Order or IO) and in accordance with the terms and conditions of this Agreement (Endorsed Services).

1.2 The parties acknowledge that the distribution of information and Marketing Material (as defined below) in accordance with this Agreement, the Promotional Guidelines and the instructions of the Company given from time to time, constitutes a material term of this Agreement.

1.3 The Ambassador acknowledges that the Company shall be entitled in its discretion to engage the services of other personalities to endorse, promote or advertise the Endorsed Services worldwide at any time.

1.4 The Ambassador acknowledges that the Company has explained clearly and fully to the Ambassador the nature, function and brand image of the Endorsed Services, the Brand and it’s product.

2. COMMENCEMENT AND DURATION

This agreement shall commence and remain in force for the period stated on the Insertion Order, unless terminated earlier in accordance with se 10.

3. PAYMENT TERMS

3.1

TIMING OF PAYMENT/AMBASSADOR WALLET: unless agreed otherwise with the Ambassador, Professional withdrawal to the trading account is required, and the withdrawal time is T+1, unless otherwise agreed with the ambassador.

3.2 The Ambassador acknowledges that the Company shall proceed with any BTC/USDT payments only in an Ambassador’s Wallet that is verified and registered in the name of the Ambassador.

3.3 The Company reserves the right to request from the Ambassador any documents and/or information required in order to verify to its satisfaction, the Ambassador’s Wallet.

3.4 Proof of transfer in the form of an email sent to the Company in any form acceptable by the Company and/or as provided by any other BTC/USDT wallet/account provider of the Company, confirming the transfer of the output transaction from the Company to the Ambassador shall be a good and valid discharge of the Company's obligations. The Ambassador acknowledges, confirms and accepts that the above confirmations shall constitute proof of payment for the purposes of the Fees and the Company’s obligations hereunder.

3.5 The Ambassador acknowledges that the value of BTC/USDT may be volatile, and that the BTC/USDT received by the Ambassador may be different (higher or lower) from the value of the BTC/USDT at the time of the payment by the Company.

3.6. Payments can be made by the Company and/or by any third party company engaged and instructed by the Company to make the payment ot the Ambassador on behalf of the Company (Designated Party)

3.7 Payment in accordance with this clause, either in BTC/USDT or in the Currency by the Company or a Designated Party, shall be a good and valid discharge of the Company's obligations to pay the sum in question, and the Ambassador shall not be concerned to see the application of the monies so paid.

3.8 Payment in accordance with this clause shall be a good and valid discharge of the Company’s obligations to pay the sum in question, and the Ambassador shall not be concerned to see the application of the monies so paid.

3.9 In the event of termination, cancellation, or expiry of the Agreement or any Endorsed Service, for any reason, the following shall apply:

(a) Any payment already made by the Company for any services and/or Endorsed Services that were not actually provided by the Ambassador, will be reimbursed by the Ambassador to the Company from the same account to which the payment was made into by the Company and within not longer than 10 days from the date of termination, cancellation or expiry,

(b) The Company shall only be liable to pay for services and/or Endorsed Services actually performed until the termination, cancellation or expiry date,

(c) The Company shall have the right in its absolute discretion to withhold, set-off and/or deduct from any payment that may be due to the Ambassador in the event that termination or cancellation results under clause 10.4.

3.10 The parties have agreed that the fees be calculated in accordance with the rates stipulated in the Insertion Order for the actions specified therein and taken in accordance with the Marketing Guidelines. Subject to this, no amendment and/or increase of the fees shall be effective unless it is executed by an instrument in writing signed by both parties.

4. AMBASSADOR'S OTHER COMMITMENTS

4.1 The Company shall be entitled to the Endorsed Services on a non-exclusive basis for the duration of this agreement.

4.2 The Ambassador the fulfilment of any and all of these shall not cause the Ambassador to be in breach of this agreement.

5. AMBASSADOR'S OBLIGATIONS

5.1 The Ambassador agrees to:

(a) provide the Endorsed Services and use the Marketing Material in accordance to this Agreement and in strict compliance with the promotional guidelines of the Brand and/or of the Company as explained in this paragraph and in accordance with any guidelines and instructions provided by the Company from time to time. The Ambassador shall not use the Company or the Brand for any unlawful and/or fraudulent activities, or having any content on his/her/its Channels, that is defamatory, misleading, violent, pornographic unlawful, threatening, obscene or racially, ethnically, or otherwise discriminatory or in breach of any third party rights, or violate any intellectual property or other proprietary rights of any third party or has defamatory or harassing and deceitful or untruthful comments and statements about the Company or the Brand (Promotional Guidelines). The Promotional Guidelines constitute an integral part of this Agreement;

(b) only use all advertising, marketing and promotional elements and material including, but not limited to, multimedia images, video banners, videos, posts, stories, any type of content, graphics, text, data, creative material, tags, videos, logos, links, statements, information, circulars or other objects (i) made available directly by the Company, and/or (ii) developed by the Ambassador in accordance to the Promotional Guidelines and following approval by the Company, as applicable (Marketing Material). The Ambassador hereby acknowledges that the Company may from time to time be required to update the Promotional Guidelines and shall have the unilateral right to do so; the Ambassador shall bear the responsibility to keep itself up-to-date with the then current version of the same when creating any new Marketing Material and the Ambassador, in order to be compliant, shall implement required changes to its Endorsed Services (for example the way of promotion etc) and/or the Marketing Material, not later than within 2 business days (the above Promotional Guidelines Change). The Parties hereby acknowledge that this clause is a material clause to this agreement.

(c) render the Endorsed Services (the nature and content of which they acknowledge has been fully explained to him/her);

(d) perform the Endorsed Services and act as an ambassador for the Brand and its products and in a competent manner and to the full limit of their skill and ability and comply with all the Company's reasonable instructions in connection with this agreement promptly;

(e) not make any claims as to the properties, functionality or other qualities of the Brand and its products, other than those authorised in the Promotional Guidelines;

(f) promptly pass on to the Company any complaints the Ambassador receives about the Endorsed Services or any questions or comments the Ambassador receives in relation to the Endorsed Services which require a response not covered in the Promotional Guidelines;

(g) not respond to any questions or complaints relating to the Endorsed Services, without prior having consulted the Company;

(h) shall not make any pejorative statement relating to the Company, the Brand and its products, as well as any of the Company's other brand ambassadors or staff, or the Endorsed Services in public, online (including on social media), to the press or elsewhere;

(i) perform the Services solely in accordance with the Company's Promotional Guidelines, this agreement; and the applicable guidance and regulations, as updated from time to time;

(j) remove any and all posts over which it has control at the request of the Company as soon as practicably possible but not later than 4 hours;

(k) ensure that the biography of the Influencers on all their social media accounts accurately reflects their association with the Brand and its product;

(l) keep the Company informed throughout the term of this agreement of its whereabouts, address, email address, telephone number and mobile telephone number at all times;

(m) inform the Company immediately of any criminal prosecution or other complaint brought against it after the date of this agreement and of any actual or likely press speculation or inquiry into them, its business affairs, or publication in relation to such matters;

(n) not do anything which in the Company's reasonable opinion would jeopardise the ability of the Ambassador to perform the Endorsed Services or prejudice the goodwill or reputation of the Company and/or the Brand and its products;

(o) inform the Company as promptly as reasonably practicable of any material developments or changes in the circumstances or activities of the Ambassador which could reasonably be expected to adversely affect the Company’s use of the Endorsed Services;

(p) not do anything which in the Company's reasonable opinion would jeopardise the ability of the Ambassador to perform the Endorsed Services or prejudice the goodwill or reputation of the Company and/or the Brand;

(q) not provide any services to any third party to endorse, promote or advertise any product or service to the direct or indirect expense of the Brand for the duration of this Agreement;

(r) not, during the term of this agreement,to provide their services in endorsing, promoting or acting as an ambassador for any company that is in a line of business that is similar to and/or is in direct competition with the Brand and/ or the Endorsed Services;

(s) not, during the term of this agreement, feature any branded third-party services similar to the Endorsed Services in any photography or online material or on social media or for any other publication where either such third-party services are in competition with the Endorsed Services and the products subject thereof, or such services are visually identifiable as a brand other than those of the Brand’s services; and

(t) Provide to the Company on or about the date of the Insertion Order all necessary information, including any credentials required to login into any particular Source/Channel, in order to be able to make use of the services under the Ambassador Agreement.

6. AMBASSADOR'S WARRANTIES

6.1 The Ambassador warrants, represents and undertakes to the Company that:

(a) it will provide and perform the services in a professional manner and in accordance with the best practice, using all due skill, care and due diligence as reasonably expected;

(b) it shall not commit any acts that are harmful to the interests of the Company and/or the Brand and its product, including, but not limited to, infringing the copyright, trademark, reputation or other legitimate rights of the other party or the Brand;

(c) it shall advertise the Brand’s its product, on the internet and/or webpages, in the manner and in accordance with the Promotional Guidelines;

(d) it shall state solely and exclusively true, accurate, clear and up-to-date information relating to the Company and/or the Brand and its product.

(e) it has the legal capacity and is free contractually to enter into and to perform this agreement and have not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent him/her doing so;

(f) the Marketing Material and final videos will be wholly original to him/her (save to the extent that it incorporates material provided by the Company) and will not infringe the copyright or any other rights of any third party;

(g) the Marketing Material and final videos will not contain any defamatory matter nor breach any contract or law nor breach any duty of confidentiality, infringe any copyright or data protection rights, nor constitute contempt of court or obscenity;

(h) it has successfully obtained all licences, authorizations and completed all registrations, qualifications and/or requirements of all jurisdictions and regulatory bodies to the extent that such authorisations, registrations, qualifications and/or other requirements are applicable to him/her and shall maintain them as such and be in strict compliance thereof during the term of the agreement;

(i) there are no actions or proceedings pending against it, before any Court, administrative agency and/or other tribunal;

(j) no director, officer, key employee or members of the senior management has a criminal record or criminal prosecution and/or any investigation pending;

(k) the rights he/she has granted to the Company are vested in the Ambassador absolutely and he/she has not previously assigned, licensed or in any way encumbered him/her (save under the terms of use of the social media platform where the copyright works are posted) and he/she agrees not to do so in the future; and

(l) it has disclosed in writing to the Company all material facts that are relevant to his/her engagement as the Brand's brand ambassador, including the nature and duration of past and existing endorsement agreements between the Ambassador and third parties and endorsement agreements that are likely to be concluded during the term of this agreement.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 In consideration of the Fees (receipt of which the Ambassador expressly acknowledges),the Ambassador assigns to the Company absolutely with full title guarantee all its right, title and interest in and to the copyright and all other rights (including without limitation all performers' property rights) throughout the world in all media whether now known or hereafter developed for the full period of copyright and all renewals, revivals, reversions and extensions thereof (and thereafter, insofar as the Ambassador is able, in perpetuity) including by way of present assignment of future copyright and all other rights in all products of the Endorsed Services including, without limitation, all performances and literary, artistic and musical material created by the Ambassador in the course of providing the Endorsed Services (together the Contribution).

7.2 The Ambassador irrevocably grants to the Company their consent to make full use of the Contribution, and any extracts from the Contribution, in all media worldwide.

7.3 The Ambassador irrevocably grants to the Company a non-exclusive licence worldwide for the term of this agreement to use, and to authorise others to use, their name and the biography, images, slogans, logos and signature provided to the Company by the Ambassador (together the Ambassador Image) and recordings of interviews commissioned by the Company in connection with the exploitation, advertising and promotion of the Endorsed Services and otherwise for the purposes of fulfilling this agreement for the purposes of announcing and publicising, in all media, the Ambassador's association with, and provision of the Endorsed Services to, the Company and in connection with any use of the Contribution, provided that no such use shall suggest that the Ambassador endorses any commercial products or services other than the Endorsed Services and, more generally, the Company's products and services. In addition, the Ambassador grants the Company a non-exclusive worldwide licence in perpetuity to use the Ambassador Image in connection with the Contribution for investor communications, archiving purposes, training and other internal and not primary advertising purposes. The Company agrees that all intellectual property rights in the Ambassador Image shall remain the exclusive property of the Ambassador.

7.4 The Ambassador recognises that the Company has the unlimited right to edit, copy, alter, add to, take from, adapt and translate the Contribution and dub it into one or more foreign languages and the Ambassador irrevocably and unconditionally waives the benefit of their moral rights and performers' non-property rights arising under the applicable laws of any jurisdiction in favour of the Company and all its licensees, sub-licensees, assignees and successors in title to the copyright in the Contribution.

The Ambassador agrees to do such acts and execute such documents as the Company may reasonably require vesting in or confirm to the Company or (as appropriate) its successors in title and licensees the copyright and all other rights assigned or granted or purported to be assigned or granted by the Ambassador to the Company under this agreement. The Company shall reimburse the Ambassador for reasonable costs incurred by them in doing so.

8. PUBLICITY

8.1. The Ambassador agrees to refer all enquiries from the media and other third parties received by him/her concerning the Company, the Brand or this agreement to the representative of the Company.

8.2. The Ambassador shall be reasonably, prominently and clearly identified at all times in all material exploited by the Company or under this agreement, whether supplied by the Ambassador, created specifically for the purposes of this agreement, issued in supporting press releases, or otherwise.

9. LIMITATION OF LIABILITY AND INDEMNITY

9.1. References to liability in this 9 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.2. Nothing in this agreement limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence or wilful misconduct; and

(b) fraud or fraudulent misrepresentation.

9.3. Each party's total liability to the other shall not exceed the fees paid by the Company to the Ambassador over the past 3 months.

9.4. Neither party shall have any liability to the other for:

a) loss of profits;

b) loss of sales or business;

c) loss of agreements or contracts;

d) loss of anticipated savings;

e) loss of use or corruption of software, data or information;

f) loss of or damage to goodwill; or

g) indirect or consequential loss;

9.5. The Company shall have no liability for loss of publicity or loss of opportunity to enhance the Ambassador's reputation, even if the Company delays or abandons the production, sale or exploitation of the Endorsed Services.

9.6. Each party (first party) shall indemnify the other party (second party) against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the second party, and in the case of the Company it shall also include the Brand, arising out of or in connection with:

9.7. any breach of the representations and warranties made in this agreement;

a) first party's breach or negligent performance or non-performance of this agreement;

b) the enforcement of this agreement;

c) any claim made against the second party by a third party arising out of or in connection with the provision of the services hereunder, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the first party, its employees, agents or subcontractors; and

d) any claim made against the second party by a third party for death, personal injury or damage to property arising out of or in connection with the services provided hereunder, to the extent that the problem is attributable to the acts or omissions of the first party, its employees, agents or subcontractors.

9.8. This indemnity shall not cover the first party to the extent that a claim under it results from the first party's negligence or wilful misconduct.

10. TERMINATION

10.1. The Company shall be entitled to terminate this agreement on 2 (two) days written notice at the Company's absolute discretion including without limitation in circumstances where the maximum Budget as stated in the IO, has not been reached.

10.2. The Company shall be entitled to terminate this agreement on written notice with immediate effect, whether or not the Ambassador has been suspended previously, if the Ambassador:

a) is in breach of any material obligation contained in this agreement;

b) is incapacitated or prevented from rendering the Endorsed Services for more than either fourteen (14) consecutive days;

c) has committed a crime or has become involved in any situation or activity (including use or other association with illegal or illicit drugs) which tends in the reasonable opinion of the Company to expose the Company to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public in any territory in which the Ambassador is rendering Services, or reflects unfavourably on the Company's reputation or products or if any act or conduct of the Ambassador shall prejudice the production or successful sales and exploitation of the Endorsed Services. The Company's decision on all matters arising under this clause shall be conclusive; or

d) becomes bankrupt or any of his/her businesses become insolvent.

10.3. On termination of this agreement:

a) the Ambassador shall cease to associate themselves with the Company including the Brand and its product, and remove references to the Company, the Brand and its product, and the Endorsed Services from any online platforms, including without limitation to their social media profiles and, to the extent so requested by the Company, any past social media posts over which they have control;

b) neither party shall have any further obligation to the other under this agreement except as provided in this agreement;

c) the parties shall retain all rights, remedies and obligations that have accrued or become due prior to termination; and

d) the Company will remain entitled to all rights granted or assigned to it under this agreement.

11. ASSIGNMENT AND OTHER DEALINGS

11.1. The Ambassador shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of their rights and obligations under this agreement.

11.2. The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement, provided that it gives prior written notice of such dealing to the Ambassador.

12. NO PARTNERSHIP OR AGENCY

12.1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party.

12.2. Each party that has rights under this agreement is acting on its own behalf and not for the benefit of any other person.

13. NOTICES

13.1. Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:

a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

b) sent by email to the emails specified in the Insertion Order, or such email address as each party shall notify to the other in writing from time to time.

13.2. Any notice given to the Ambassador by email shall be deemed to have been received when the Company receives a "read receipt" notification that the notice email has been opened or, if no read receipt is requested, six hours after the notice is sent.

13.3. Any other notice or communication sent under this agreement shall be deemed to have been received:

a) if delivered by hand, at the time the notice is left at the proper address;

b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

13.4. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

14. ENTIRE AGREEMENT

14.1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

14.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.

15. VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16. REMEDIES

16.1. The Ambassador acknowledges that in the event of any breach of any of the terms of this agreement by the Company, the Ambassador's sole remedy will be an action at law for damages and in no event will it be entitled to rescind this agreement or receive any injunctive or other equitable relief which may affect the Company's ability to exploit its rights relating to the Endorsed Services.

16.2. The Ambassador acknowledges that the Services are of a unique character, and acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this agreement by the Ambassador. Accordingly, and without prejudice to any other rights or remedies that the Company may have under this agreement, the Company shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the terms of this agreement.

17. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18. THIRD-PARTY RIGHTS

No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

19. CONFIDENTIALITY AND PERSONAL DATA

19.1. Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) the General Data Protection Legislation.(as defined below). This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.

19.2. For the purposes of this section, the following definitions shall apply:

a) Data Protection Legislation : all applicable local data protection and privacy legislation in force from time to time and the General Data Protection Regulation ((EU) 2016/679) (GDPR); and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of the relevant data subject(s); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a Party.

b) Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (known as “anonymous data”).

19.3. Ambassador hereby undertakes and confirms to the Company that it shall at all times:

a) comply with its obligations under applicable Data Protection Legislation with respect to any processing of Personal Data that will be undertaken within the context of this agreement; and

b) at its own expense, ensure that it complies with and provides any assistance that may be required to the Company to comply with the requirements of Data Protection Legislation.

19.4. The Company will handle all personal data provided under this agreement, according to the relevant laws and regulations for the protection of personal data.

19.5. The Company, through the involvement of another legal entity, collects and processes personal data of natural person connected with the Ambassador, solely for the purposes of this agreement and of the requirement of applicable laws and/or regulations. The Ambassador hereby represents and warrants, and the Company hereby relies on such representations and warranties, that the consent of any natural person (directors, ultimate beneficial owners, shareholders, and/or authorized signatories of an Ambassador being a legal entity) of whose personal data has been submitted to the Company, has been freely provided and that any such natural person is well informed and consents to the disclosure provisions of this agreement.

19.6. The Ambassador undertakes that they shall not at any time during this agreement, and for a period of three (3) years after termination of this agreement, disclose to any person any confidential information concerning the business affairs, customers, clients or suppliers of the Company or of any member of the group of companies to which the Company belongs including in particular new business or product ideas, lines and prototypes except as expressly permitted in this clause.

19.7. The Company undertakes that it shall not at any time disclose to any person any confidential information concerning the Ambassador, personal matters and relationships and those of his/her immediate family.

19.8. Each party may disclose the other party's confidential information:

a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause; and

b) as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority.

19.9. Neither party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

20. GOVERNING LAW

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of St.Kitts and Nevis.

21. JURISDICTION

Each party irrevocably agrees that the courts of St.Kitts and Nevis shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.