ONE-WAY NON-DISCLOSURE AGREEMENT

Dated 2 April 2026

BETWEEN:

(1) NORTHGATE LOGISTICS LIMITED, a company incorporated in England and Wales
(company number 09123456) whose registered office is at Unit 7 Calder Park,
Manchester M17 1TR ("Northgate"); and

(2) HALDANE ANALYTICS INC, a corporation incorporated in Delaware whose
principal place of business is at 200 Hudson Yards, New York NY 10001
("Haldane").

IT IS AGREED:

1. DEFINITIONS

1.1 "Discloser" means Haldane. "Recipient" means Northgate.

1.2 "Confidential Information" means all technical, commercial and operational
information disclosed by the Discloser, including the Discloser's route
optimisation models and pricing methodology.

2. CONFIDENTIALITY OBLIGATIONS

2.1 The Recipient shall hold the Confidential Information in strict confidence
in perpetuity and shall not disclose it to any person.

2.2 The Recipient shall not use the Confidential Information for any purpose
other than evaluating the Discloser's services.

2.3 The obligations in this clause survive termination and continue
indefinitely, without limit of time.

3. NO WARRANTY

3.1 The Confidential Information is provided "as is" and the Discloser gives no
warranty as to its accuracy or completeness.

4. REMEDIES

4.1 The Recipient acknowledges that damages may not be an adequate remedy and
that the Discloser is entitled to seek injunctive relief.

5. TERM

5.1 This Agreement commences on the date above and continues for twenty-four
(24) months.

6. ASSIGNMENT

6.1 The Discloser may freely assign this Agreement without the consent of the
Recipient. The Recipient may not assign this Agreement.

7. GOVERNING LAW

7.1 This Agreement is governed by and construed in accordance with the laws of
the State of New York, without regard to its conflict of laws principles.

7.2 The parties submit to the exclusive jurisdiction of the state and federal
courts sitting in New York County.

SIGNED for and on behalf of the parties.
