AUE Soverign Holdings

NON-CIRCUMVENTION, NON-DISCLOSURE & INTELLECTUAL PROPERTY PROTAGREEMENTECTION 

Reference Code: NCNDA-AUE-2025-01
Issued By: Suleiman Moolla
Jurisdiction: Republic of South Africa / ICC Arbitration (Dubai)
Posted Date: 04 September 2025
Classification: Confidential – Legally Binding – Strategic IP Protected

This portal facilitates the formal acceptance of the “Non-Circumvention, Non-Disclosure & Intellectual Property Protection Agreement” (Reference Code: NCNDA-AUE-2025-01), issued by Suleiman Moolla in connection with the AUE Gold-backed Currency Paper and its associated strategic frameworks.

By proceeding, the Receiving Party—whether an individual, company, trust, or consortium—acknowledges full understanding of the agreement’s terms and irrevocably consents to be legally bound by its provisions, including but not limited to:

• Non-circumvention of disclosed parties, structures, and opportunities
• Non-disclosure of proprietary information, strategic frameworks, and intellectual property
• Binding of all third-party affiliates, agents, and representatives
• Enforcement under the jurisdiction of the Republic of South Africa and/or ICC Arbitration (Dubai)

This acceptance shall constitute full legal execution of the NCNDA and shall be admissible in any forum of dispute resolution, enforcement, or audit.

Classification

Confidential – Legally Binding – Strategic IP Protected

This Agreement governs the disclosure, handling, and protection of proprietary materials, strategic plans, and intellectual property related to the AUE Gold-Backed Banking System. It binds all parties to strict non-circumvention, non-disclosure, and non-derivative engagement protocols. Execution of this Agreement constitutes full acceptance of its terms and enforceability under the designated jurisdictions.

1. Introduction & Purpose

This Non-Circumvention, Non-Disclosure Agreement (“Agreement”) is entered into by and between SGM New Energy (PTY) Ltd, a company incorporated under the laws of the Republic of South Africa and the sole owner of the proprietary document titled AUE Global Financial Architecture: Operational Design for a Global Gold-Backed Economy (“Disclosing Party”), and the Receiving Party identified below.

The purpose of this Agreement is to establish binding obligations of confidentiality, non-circumvention, and intellectual property protection in relation to the strategic concepts, operational frameworks, financial models, and proprietary documentation disclosed by the Disclosing Party. The Receiving Party acknowledges that the AUE Global Financial Architecture represents a unique, reserve-backed, Sharia-compliant financial ecosystem designed to replace fiat systems and redefine global banking standards.

This Agreement is intended to prevent unauthorised use, replication, adaptation, or commercial exploitation of any part of the disclosed material, and to ensure that all engagements, introductions, and strategic relationships facilitated by the Disclosing Party are protected from circumvention. The Receiving Party agrees to be bound by the terms herein and to treat all disclosed information with the highest degree of confidentiality and legal respect.

3. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

“Confidential Information” means all proprietary data, documents, concepts, designs, financial models, strategic frameworks, operational blueprints, and any other information—whether written, verbal, digital, or visual—disclosed by the Disclosing Party in connection with the project titled AUE Global Financial Architecture: Operational Design for a Global Gold-Backed Economy. This includes all communications, drafts, presentations, and related materials.

“Intellectual Property” refers to all original ideas, systems, structures, processes, and documentation created or owned by the Disclosing Party, including but not limited to the AUE Global Financial Architecture and any derivative works.

“Receiving Party” means the individual or entity to whom the Confidential Information is disclosed, as identified in Section 1.

“Non-Circumvention” refers to the Receiving Party’s obligation not to bypass, replicate, engage with, or exploit any contacts, opportunities, or strategic relationships introduced by the Disclosing Party without prior written consent.

“Project” refers specifically to the proprietary initiative titled AUE Global Financial Architecture: Operational Design for a Global Gold-Backed Economy, including all associated systems, concepts, and strategic materials.

4. Scope of Protected Information

The Receiving Party acknowledges that all materials disclosed by the Disclosing Party in connection with the project titled AUE Global Financial Architecture: Operational Design for a Global Gold-Backed Economy are proprietary and confidential. This includes, but is not limited to:

  • Strategic concepts, operational designs, financial models, and system architectures
  • Written documents, presentations, diagrams, and drafts
  • Verbal communications, consultations, and recorded exchanges
  • Digital files, software logic, platform structures, and interface designs
  • Names, contact details, and affiliations of third parties introduced by the Disclosing Party
  • Any derivative ideas, adaptations, or interpretations based on the original work

All such information shall be treated as Confidential Information regardless of format, medium, or method of transmission. The Receiving Party agrees that no part of the disclosed material may be copied, distributed, modified, reverse-engineered, or used for any purpose other than internal evaluation, and only with the express written consent of the Disclosing Party.

5. Non-Circumvention

5.1 Protection of Intellectual Property and Strategic Architecture

The Receiving Party irrevocably agrees not to circumvent, replicate, reverse-engineer, develop, implement, or otherwise exploit—whether directly or indirectly—the Disclosing Party’s intellectual property, strategic plans, operational architecture, financial models, or any proprietary concepts or frameworks disclosed under this Agreement. This includes, but is not limited to:

  • Any written documents, executive summaries, operational blueprints, or strategic frameworks shared by the Disclosing Party.
  • Any verbal, visual, or conceptual disclosures made during meetings, presentations, or correspondence.
  • Any derivative works, adaptations, or reconfigurations of the disclosed material, regardless of form or medium.

The Receiving Party shall not use the disclosed information for any purpose other than the specific evaluation and facilitation of the Disclosing Party’s project, and shall not attempt to independently or jointly develop, launch, or promote any system, product, or service based on said disclosures without the express written consent of the Disclosing Party.

Furthermore, the Receiving Party shall not attempt to obscure, unlink, or conceal its involvement by engaging third-party companies, consultants, agents, or affiliates to develop or implement any aspect of the disclosed intellectual property. This includes:

  • Using intermediaries or proxy entities to mask the Receiving Party’s role in derivative development.
  • Structuring parallel engagements or layered subcontracting to bypass the spirit or letter of this Agreement.
  • Claiming non-affiliation or indirect involvement as a basis for exclusion from accountability.

Any such attempt shall be deemed a material breach and subject to immediate legal remedy.

5.2 Respect for Introductions and Relational Integrity

Should the Receiving Party introduce the Disclosing Party to any third party capable of assisting with the implementation, development, or advancement of the disclosed plans, the Disclosing Party undertakes not to bypass, exclude, or circumvent the Receiving Party in any dealings with said third party. This obligation applies strictly and exclusively to the attendant project and the specific disclosures made under this Agreement. The Disclosing Party shall not engage the introduced third party in any capacity related to the disclosed project without the continued involvement and consent of the Receiving Party. The Receiving Party shall retain its role, rights, and recognition in all subsequent engagements arising from such introductions, regardless of jurisdiction, medium, or contractual structure.

5.3 Duration and Enforcement

This clause shall remain in full force and effect for five (5) years from the date of disclosure or introduction, whichever is later. Breach shall entitle the non-breaching Party to injunctive relief, compensatory and punitive damages, and any other remedies available under law or equity.

6. Disclosure Protocols and Third-Party Safeguards

6.1 Pre-Disclosure Identification

Prior to discussing the project with any external party, the Receiving Party shall submit to the Disclosing Party a written list of all companies, institutions, and individuals with whom it intends to engage in preliminary dialogue. This list must include:

  • Full legal names and contact details.
  • Nature of the intended discussion (e.g., advisory, technical, strategic).
  • Confirmation that no critical, proprietary, or IP-bearing details will be disclosed.

6.2 Binding of Third Parties

No third party shall receive, access, or review any intellectual property, executive summaries, operational frameworks, or strategic documents originating from the Disclosing Party unless:

  • That third party has executed a separate Non-Circumvention and Non-Disclosure Agreement (NCNDA) in favour of the Disclosing Party.
  • The executed NCNDA is submitted to and acknowledged by the Disclosing Party prior to any transmission or engagement.

6.3 Audit and Traceability

The Disclosing Party reserves the right to audit all third-party engagements and to request documentation proving compliance with this section. Failure to comply shall constitute a breach of this Agreement and trigger immediate enforcement measures.

7. Confidentiality

7.1 Scope of Confidential Information

For the purposes of this Agreement, “Confidential Information” shall include all documents, communications, data, plans, models, frameworks, financial structures, strategic concepts, and any other material—whether written, oral, visual, or digital—disclosed by the Disclosing Party in connection with the attendant project. This includes all intellectual property and proprietary content referenced in Section 5.

7.2 Obligations of the Receiving Party

The Receiving Party agrees to:

  • Maintain strict confidentiality over all disclosed materials.
  • Use the Confidential Information solely for the purpose of evaluating and facilitating the attendant project.
  • Not disclose, reproduce, transmit, or share any Confidential Information with any third party without prior written consent from the Disclosing Party.
  • Ensure that any internal personnel granted access are bound by equivalent confidentiality obligations.

7.3 Exclusions

Confidential Information shall not include information that:

  • Was already known to the Receiving Party prior to disclosure, as evidenced by written records.
  • Becomes publicly available through no fault or breach of the Receiving Party.
  • Is independently developed by the Receiving Party without reference to the disclosed materials.

7.4 Duration and Enforcement

This confidentiality obligation shall remain in effect for a period of five (5) years from the date of disclosure. Breach of this clause shall entitle the Disclosing Party to injunctive relief, damages, and any other remedies available under law or equity.

8. Breach, Default, and Damages

8.1 Definition of Breach

A breach of this Agreement shall include, but not be limited to:

  • Any attempt by the Receiving Party or its affiliates to develop, implement, replicate, or exploit the disclosed plans, frameworks, or intellectual property without the express written consent of the Disclosing Party.
  • Any circumvention of the Disclosing Party through direct or indirect engagement with third parties introduced under this Agreement.
  • Any failure to disclose third-party engagements as required under Section 6.
  • Any unauthorised sharing, transmission, or exposure of Confidential Information as defined in Section 7.

8.2 Damages and Restitution

In the event of breach, the breaching Party shall be liable to the Disclosing Party for:

  • Full restitution of all potential and actual losses incurred by the Disclosing Party, including projected revenues, strategic value, and market positioning that would have been realised had the breach not occurred.
  • Disgorgement of all earnings, profits, or benefits derived by the breaching Party or any affiliated entity from the unauthorised use, development, or implementation of the disclosed plans.
  • Immediate cessation of operations related to the breached material, including shutdown of any systems, platforms, or business activities that incorporate or rely upon the Disclosing Party’s intellectual property.
  • Compensatory and punitive damages for any harm resulting from failure to properly bind third parties or maintain confidentiality, calculated in accordance with the value of the breach and its downstream impact.

8.3 Enforcement and Remedies

The Disclosing Party shall be entitled to pursue all available remedies under law and equity, including but not limited to:

  • Injunctive relief to prevent further use or dissemination of the disclosed material.
  • Court orders mandating operational shutdowns and asset freezes related to the breach.
  • Recovery of legal fees, investigative costs, and enforcement expenses incurred in pursuing a remedy.
  • Public and institutional notification of breach, where appropriate, to protect the integrity of the Disclosing Party’s reputation and strategic interests.

8.4 Survival

This clause shall survive termination or expiration of this Agreement and remain enforceable for a period of ten (10) years from the date of breach or discovery thereof.

9. Term and Continuity

9.1 Effective Date

This Agreement shall become effective on the date of execution by all Parties and shall remain binding and enforceable for the full duration specified herein.

9.2 Irrevocable Term of Obligations

The obligations of confidentiality, non-circumvention, third-party binding, and all other provisions contained in this Agreement shall remain in full force and effect for a period of five (5) years from the date of disclosure or introduction, whichever is later. These obligations may only be extended by mutual written agreement of the Parties. Under no circumstances shall this Agreement be terminated, revoked, or rendered void prior to the expiration of its full term.

9.3 No Early Termination

No Party shall have the right to unilaterally terminate this Agreement. Any attempt to do so shall be deemed null and void and shall not release the terminating Party from any obligations, liabilities, or remedies arising under this Agreement.

9.4 Survival of Key Provisions

All provisions of this Agreement shall remain enforceable throughout the full term. In addition, Sections 5 (Non-Circumvention), 6 (Disclosure Protocols), 7 (Confidentiality), and 8 (Breach, Default, and Damages) shall survive beyond the term where necessary to ensure full restitution, enforcement, and protection of the Disclosing Party’s interests.

10. Governing Law and Dispute Resolution

10.1 Domestic Jurisdiction (South Africa)

If the Receiving Party is domiciled, registered, or operating within the Republic of South Africa, this Agreement shall be governed by and construed in accordance with the laws of South Africa. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the High Court of South Africa, Western Cape Division, Cape Town, and the Parties hereby irrevocably submit to its authority.

10.2 International Jurisdiction (Non-South African Parties)

If the Receiving Party is domiciled, registered, or operating outside of South Africa, this Agreement shall be governed by the laws of South Africa, but any dispute shall be resolved by binding international arbitration under the rules of the International Chamber of Commerce (ICC). The seat of arbitration shall be Dubai, United Arab Emirates, and the proceedings shall be conducted in English. The arbitral award shall be final and enforceable in any jurisdiction under the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

10.3 Consolidated Enforcement

Regardless of jurisdiction, the Disclosing Party shall retain the right to pursue injunctive relief, damages, and enforcement of this Agreement in any competent court or tribunal where breach or harm has occurred, including the right to freeze assets, suspend operations, and compel compliance.

11. Entire Agreement and Amendments

11.1 Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter herein and supersedes all prior discussions, negotiations, representations, or agreements, whether written or oral, relating to the disclosed project and its associated intellectual property.

11.2 No Implied Waivers or Representations

No waiver, consent, or modification shall be valid unless made in writing and signed by all Parties. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of its rights to enforce that provision or any other provision at any time thereafter.

11.3 Amendments

This Agreement may only be amended, modified, or supplemented by a written instrument executed by all Parties. No verbal or implied agreement shall have any legal effect or be enforceable under any circumstance.

11.4 Binding Nature

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns, affiliates, and legal representatives, subject to the restrictions and obligations set forth herein.

12. Intellectual Property Ownership

12.1 Exclusive Ownership

All materials, concepts, documents, plans, frameworks, financial models, operational architectures, and any other intellectual property disclosed under this Agreement shall remain the sole and exclusive property of the Disclosing Party. No license, assignment, transfer, or usage rights—express or implied—are granted to the Receiving Party under this Agreement.

12.2 No Derivative Rights

The Receiving Party shall not claim, register, or assert any ownership, authorship, or derivative rights over any part of the disclosed intellectual property, whether in whole or in part, and whether modified, adapted, or restructured in any form.

12.3 Preservation of Strategic Integrity

The Receiving Party shall not use the disclosed intellectual property as a basis for developing, advising on, or facilitating any competing or materially similar project, product, or initiative, regardless of branding, jurisdiction, or structural variation.

12.4 Survival and Enforcement

This clause shall survive the expiration of this Agreement and remain enforceable indefinitely. Any breach shall trigger immediate enforcement under Section 8, including full restitution, operational cessation, and asset recovery.

13. No Derivative Engagement

13.1 Prohibition on Derivative Projects

The Receiving Party shall not, directly or indirectly, initiate, participate in, advise on, or facilitate any project, product, service, or initiative that is materially similar to, derived from, or strategically modelled upon the intellectual property, plans, frameworks, or operational architecture disclosed under this Agreement. This prohibition applies regardless of:

  • Branding, naming, or jurisdictional variation
  • Structural modifications, technical adaptations, or reconfigurations
  • Whether the Receiving Party is acting alone, jointly, or through third-party entities

13.2 Indirect Engagement and Concealment

The Receiving Party shall not attempt to bypass this clause by engaging through affiliates, consultants, proxy entities, or layered subcontracting arrangements. Any such indirect involvement shall be deemed a direct breach of this Agreement.

13.3 Duration and Enforcement

This clause shall remain in effect for five (5) years from the date of disclosure and shall survive expiration of the Agreement. Breach shall trigger enforcement under Section 8, including full restitution, disgorgement of profits, operational cessation, and legal remedy.

14. Monitoring and Reporting

14.1 Right to Monitor

The Disclosing Party reserves the right to monitor the Receiving Party’s use, handling, and engagement with the disclosed materials to ensure compliance with this Agreement. This includes periodic requests for confirmation of non-disclosure, non-circumvention, and third-party binding.

14.2 Reporting Obligations

The Receiving Party shall, upon written request, provide:

  • A list of all individuals and entities who have accessed or reviewed the disclosed materials.
  • Confirmation that each such party has executed a binding NCNDA in favour of the Disclosing Party.
  • A summary of any discussions, proposals, or evaluations conducted using the disclosed materials.

14.3 Audit Rights

The Disclosing Party may, at its discretion, initiate an audit or request supporting documentation to verify compliance. Failure to cooperate or provide accurate reporting shall constitute a material breach.

14.4 Survival and Enforcement

This clause shall remain in effect for the full duration of the Agreement and shall survive expiration where necessary to enforce compliance and traceability.

15. Electronic Execution and Transmission Validity

15.1 Website-Based Acceptance and Digital Signatures
This Agreement may be executed electronically through the AUE NCNDA Acceptance Portal, including via secure digital signature, typed acknowledgements, or verified form submissions. Any such method shall carry full legal effect and shall be deemed valid, binding, and enforceable as if signed in physical ink.

15.2 Electronic Transmission
Submission of this Agreement via the designated web portal, email, or any recognised electronic communication medium shall constitute valid transmission. Any electronically submitted or stored copy of the executed Agreement shall be treated as an original for all legal, contractual, and evidentiary purposes.

15.3 No Physical Exchange Required
The Parties expressly waive any requirement for physical exchange of signature pages. Execution and delivery by electronic means—including web-based acceptance—shall be sufficient to bind all Parties without delay, courier, or further formalities.

16. Signature and Execution

IN WITNESS WHEREOF, the Parties hereto have executed this Non-Circumvention and Non-Disclosure Agreement as of the Effective Date, through verified submission of the Acceptance & Binding Declaration via the AUE NCNDA Acceptance Portal. Such submission shall constitute full legal execution and enforceability of this Agreement.

AUE NCNDA Acceptance & Binding Non-Circumvention Declaration
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