Version 1.0

Last Updated: June 4, 2026

IMPORTANT NOTICE

This Task Confidentiality Agreement (“Agreement”) is a legally binding agreement between GUMBAE LTD
(“GUMBAE”, “Company”, “we”, “our”, or “us”) and the individual or entity accepting this Agreement (“Service
Provider”, “Contractor”, “Freelancer”, “Agency”, “Consultant”, “Reviewer”, “Annotator”, “User”, “you”, or
“your”).

By accessing, receiving, viewing, downloading, processing, creating, modifying, transmitting, storing,
analyzing, labeling, reviewing, annotating, managing, performing, or otherwise interacting with any task,
project, information, platform functionality, customer information, or confidential material made available
through GUMBAE, you acknowledge that you have read, understood, and agree to be bound by this
Agreement.

1 —PURPOSE

GUMBAE operates as a hybrid technology marketplace and managed-service platform that facilitates the provision of digital, creative, technical, professional, commercial, and selected physical services. In the course of providing services through GUMBAE, you may receive access to confidential, proprietary, sensitive, regulated, restricted, or otherwise protected information belonging to:

• (a) GUMBAE;
• (b) GUMBAE affiliates;
• (c) GUMBAE clients;
• (d) GUMBAE users;
• (e) GUMBAE vendors;
• (f) GUMBAE licensors;
• (g) third-party partners; and I
• (h) any person or entity whose information is processed through the GUMBAE platform.

The purpose of this Agreement is to protect such information and preserve the confidentiality, security, integrity, and value of that information.

2 —SCOPE OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, “Confidential Information” shall be interpreted broadly and includes,
without limitation:

2.1 Business Information

Business plans, strategies, forecasts, pricing models, commission structures, operational methods, growth
plans, financial information, funding information, investor information, acquisition information, expansion
plans, internal reports, and business opportunities.

2.2 Platform Information

Source code, software architecture, APIs, algorithms, databases, workflows, infrastructure, system designs,
security procedures, platform functionality, moderation systems, risk controls, fraud-prevention systems,
trust-and-safety systems, and platform documentation.

2.3 Client Information

Client identities, project details, requirements, specifications, communications, business operations,
intellectual property, trade secrets, customer information, pricing arrangements, project deliverables, and
project-related materials.

2.4 User Information

Personal information, account information, identification documents, payment information, verification
materials, communications, activity records, behavioral information, and any information relating to
platform users.

2.5 Task Information

The existence, nature, scope, content, instructions, workflows, outputs, deliverables, methodologies,
evaluations, ratings, quality-review processes, and compensation structures of any task, project, contest,
gig, engagement, or assignment.

2.6 Work Product

Any deliverable, output, draft, design, report, software, code, model, annotation, dataset, review,
translation, analysis, documentation, communication, invention, discovery, improvement, or other material
created or contributed to through access to Confidential Information.

2.7 Trade Secrets

Any information that derives independent economic value from not being generally known and that is
protected by reasonable confidentiality measures.

2.8 AI-Related Information

Prompts, datasets, annotations, labels, evaluations, fine-tuning data, model outputs, training
methodologies, testing methodologies, benchmarks, safety systems, model architectures, machine-learning
processes, and related information.

2.9 Other Information

Any information disclosed orally, visually, electronically, physically, digitally, directly, indirectly, intentionally,
unintentionally, before or after execution of this Agreement, whether or not marked confidential.

3 — OWNERSHIP

All Confidential Information shall remain the sole and exclusive property of its respective owner.
Nothing contained in this Agreement grants any ownership interest, license, intellectual-property right,
commercial right, distribution right, publication right, or other proprietary right to you except the limited
right necessary to perform authorized services.

4 — CONFIDENTIALITY OBLIGATIONS

You agree that you shall:

• (a) maintain all Confidential Information in strict confidence;
• (b) use Confidential Information solely for authorized purposes;
• (c) not disclose Confidential Information to any person or entity without prior written authorization;
• (d) not copy, reproduce, store, archive, distribute, publish, transmit, or otherwise disseminate Confidential Information except as expressly authorized;
• (e) not sell, license, rent, lease, monetize, exploit, or commercially use Confidential Information;
• (f) implement reasonable administrative, technical, organizational, and physical safeguards to protect Confidential Information;
• (g) immediately notify GUMBAE of any unauthorized access, disclosure, loss, misuse, compromise, breach, theft, or suspected breach involving Confidential Information; and
• (h) fully cooperate with any investigation relating to such events.

5 — PUBLIC DISCLOSURE RESTRICTIONS

Without prior written approval from GUMBAE, you shall not:

• (a) issue any press release relating to GUMBAE;
• (b) publicly discuss confidential projects;
• (c) publish project details online;
• (d) post confidential information on social media;
• (e) disclose client identities protected by confidentiality obligations;
• (f) disclose compensation structures designated confidential;
• (g) reveal platform security measures;
• (h) reveal internal workflows, moderation processes, or quality-review systems.

The existence of a confidential project may itself constitute Confidential Information.

6 — NON-CIRCUMVENTION OF CONFIDENTIAL RELATIONSHIPS

You shall not use Confidential Information to:

• (a) bypass GUMBAE;
• (b) solicit GUMBAE clients;
• (c) solicit GUMBAE users;
• (d) solicit GUMBAE vendors;
• (e) establish competing business relationships using information obtained through GUMBAE;
• (f) interfere with GUMBAE business opportunities;
• (g) avoid payment of applicable platform fees, service fees, commissions, management fees, referral fees, buyout fees, or other charges established by GUMBAE.

This obligation survives termination of your relationship with GUMBAE.

7 — DATA PROTECTION

Where Confidential Information includes personal data, you agree to comply with:

• (a) applicable Nigerian privacy laws;
• (b) Nigeria Data Protection Act;
• (c) GDPR where applicable;
• (d) UK GDPR where applicable;
• (e) applicable United States privacy laws where applicable;
• (f) any privacy requirements imposed by GUMBAE or its clients.

You shall process personal information only as authorized and shall not retain personal data longer than
necessary.

8 — THIRD-PARTY INFORMATION

Information belonging to clients, users, vendors, affiliates, licensors, regulators, strategic partners, and
third parties shall receive the same level of protection as information belonging directly to GUMBAE.
You acknowledge that GUMBAE may owe confidentiality obligations to third parties and that your
compliance with this Agreement is necessary for GUMBAE to satisfy those obligations.

9 — SECURITY REQUIREMENTS

• You shall maintain reasonable security measures, including:
• (a) secure passwords;
• (b) device protection;
• (c) malware protection;
• (d) access controls;
• (e) secure internet connections;
• (f) encryption where appropriate;
• (g) prevention of unauthorized account sharing;
• (h) protection against unauthorized access.

GUMBAE may establish additional security requirements from time to time.

10 — RETURN, DELETION, AND DESTRUCTION

Upon request by GUMBAE, completion of a project, termination of services, suspension of access, or
expiration of an engagement, you shall promptly:

• (a) return Confidential Information;
• (b) permanently delete Confidential Information;
• (c) destroy Confidential Information;
• (d) cease all use of Confidential Information;
• (e) certify compliance if requested by GUMBAE.

You shall not retain copies, backups, extracts, summaries, screenshots, recordings, notes, or derivative
materials containing Confidential Information except where retention is required by applicable law.

11. INTELLECTUAL PROPERTY AND WORK PRODUCT

11.1 Ownership of Work Product

To the fullest extent permitted by applicable law, all Work Product created, conceived, developed, authored,
discovered, invented, generated, modified, improved, reduced to practice, or contributed to by you in
connection with:

• (a) any GUMBAE project;
• (b) any client project;
• (c) any managed-service engagement;
• (d) any marketplace transaction;
• (e) any use of Confidential Information; or
• (f) any access to the GUMBAE platform, shall be owned by the party designated under the applicable GUMBAE Terms of Use, client agreement, project agreement, managed-service agreement, or other governing documentation.

11.2 Assignment of Rights

To the extent any ownership rights do not automatically vest in the designated owner, you hereby
irrevocably assign, transfer, and convey all rights, title, and interest in such Work Product to the applicable
owner without further compensation except as expressly agreed in writing.

11.3 Cooperation

You agree to execute documents and take actions reasonably requested to perfect, register, enforce,
defend, transfer, or protect ownership rights relating to Work Product.

11.4 No Unauthorized Use

You shall not sell, license, distribute, reuse, reproduce, commercialize, publish, train artificial intelligence
systems on, or otherwise exploit Work Product except as expressly authorized in writing.

12 — ARTIFICIAL INTELLIGENCE, DATA RIGHTS, AND MODEL CONFIDENTIALITY

12.1 AI Data Protection

Where projects involve artificial intelligence, machine learning, data annotation, data labeling, model
evaluation, reinforcement learning, prompt engineering, synthetic data generation, testing, moderation,
safety review, benchmarking, or similar activities, all related information shall constitute Confidential Information.

12.2 Restrictions

You shall not:

• (a) use project data to train your own models;
• (b) use project data to improve third-party models;
• (c) upload confidential project materials into unauthorized AI systems;
• (d) use confidential project information for prompt generation outside authorized work;
• (e) disclose model outputs, prompts, evaluations, training methodologies, datasets, benchmarks, or testing procedures.

12.3 AI Usage Disclosure

Where AI tools are permitted, you shall accurately disclose such usage when required by GUMBAE, clients,
project rules, or applicable law.

12.4 Prohibited AI Usage

GUMBAE reserves the right to prohibit, restrict, condition, monitor, audit, or approve AI usage for any
project, service category, task type, client engagement, or platform activity.

13 — INJUNCTIVE RELIEF

You acknowledge and agree that:

• (a) unauthorized disclosure or misuse of Confidential Information may cause immediate and irreparable harm;
• (b) monetary damages alone may be inadequate;
• (c) GUMBAE, its affiliates, licensors, clients, partners, and authorized beneficiaries may seek temporary, preliminary, interlocutory, emergency, equitable, or permanent injunctive relief;
• (d) such relief may be sought in addition to any other legal or equitable remedies available. Nothing in this Agreement shall limit the right of GUMBAE to seek emergency relief from a court of competent jurisdiction.

14 — INDEMNIFICATION

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless:
GUMBAE, its affiliates, subsidiaries, shareholders, directors, officers, employees, contractors, licensors,
clients, vendors, strategic partners, successors, assigns, and representatives
from and against any losses, damages, liabilities, judgments, penalties, settlements, fines, claims, demands,
investigations, proceedings, costs, and expenses, including reasonable legal fees, arising from or relating
to:

• (a) your breach of this Agreement;
• (b) unauthorized disclosure of Confidential Information;
• (c) misuse of Confidential Information;
• (d) violation of privacy laws;
• (e) violation of intellectual-property rights;
• (f) unauthorized AI use;
• (g) negligent acts or omissions;
• (h) willful misconduct;
• (i) fraud, misrepresentation, or unlawful conduct.

15 — LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law:

• (a) GUMBAE shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages;
• (b) GUMBAE shall not be liable for lost profits, lost business opportunities, loss of goodwill, loss of anticipated savings, or business interruption;
• (c) GUMBAE shall not be liable for actions of clients, freelancers, agencies, contractors, vendors, payment providers, or other third parties;
• (d) GUMBAE’s aggregate liability relating to this Agreement shall not exceed the greater of:
• (i) amounts actually paid by GUMBAE to you during the twelve (12) months immediately preceding the event giving rise to the claim; or
• (ii) One Hundred United States Dollars (US $100). Certain jurisdictions may not permit certain liability limitations. Such limitations shall apply to the maximum extent permitted by law.

16 — SURVIVAL OF OBLIGATIONS

16.1 Confidentiality Survival

Confidentiality obligations survive:

• (a) termination of projects;
• (b) account closure;
• (c) suspension;
• (d) termination of services;
• (e) expiration of agreements;
• (f) completion of assignments.

16.2 Duration

• Confidentiality obligations shall survive indefinitely with respect to:
• (a) trade secrets;
• (b) proprietary business information;
• (c) platform security information;
• (d) source code;
• (e) algorithms;
• (f) non-public technical information;
• (g) confidential client information designated for continuing protection.

All other confidentiality obligations shall survive for the maximum period permitted by applicable law.

17 — DISPUTE RESOLUTION

17.1 Internal Resolution

Parties shall first attempt good-faith resolution through GUMBAE’s internal dispute-resolution procedures.

17.2 Mediation

If unresolved within fourteen (14) days, the parties shall attempt mediation before a mutually agreed
mediator or recognized alternative-dispute-resolution institution in Lagos, Nigeria.

17.3 Arbitration

If mediation fails, the dispute shall be finally resolved through binding arbitration pursuant to:

• (a) the Arbitration and Mediation Act 2023 of Nigeria; or
• (b) another recognized arbitral framework selected by GUMBAE.

The seat of arbitration shall be Lagos, Nigeria. The language shall be English.
The arbitral award shall be final and binding.

17.4 Class Action Waiver

To the fullest extent permitted by law, disputes shall be conducted solely on an individual basis and not as
part of any class, collective, consolidated, or representative proceeding.

17.5 Court Carve-Out

Notwithstanding the foregoing, GUMBAE may seek court relief regarding:

• (a) injunctive relief;
• (b) intellectual-property misuse;
• (c) confidentiality breaches;
• (d) platform abuse;
• (e) fraud;
• (f) enforcement of arbitration awards.

18 — GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of
Nigeria without regard to conflict-of-law principles.
Nothing herein shall prevent GUMBAE from enforcing rights, judgments, arbitral awards, or equitable
remedies in any jurisdiction where assets, operations, users, or activities are located.

19 — ENFORCEMENT RIGHTS AND THIRD-PARTY BENEFICIARIES

GUMBAE clients, affiliates, licensors, vendors, strategic partners, and authorized beneficiaries whose
Confidential Information is protected by this Agreement shall be deemed intended third-party beneficiaries
and may enforce applicable provisions directly where permitted by law.

Failure by GUMBAE to enforce any provision shall not constitute a waiver of future enforcement.

20 — MISCELLANEOUS

20.1 Entire Agreement

This Agreement constitutes the entire confidentiality agreement between the parties relating to its subject
matter.

20.2 Amendments

GUMBAE may modify this Agreement from time to time. Continued access to the platform or services after
notice of modification constitutes acceptance of the revised Agreement.

20.3 Severability

If any provision is determined unenforceable, the remaining provisions shall remain valid and enforceable.

20.4 Assignment

You may not assign rights or obligations under this Agreement without prior written consent from
GUMBAE. GUMBAE may assign, transfer, delegate, or subcontract rights and obligations without restriction.

20.5 Electronic Acceptance

Electronic signatures, click-through acceptance, digital acknowledgements, platform acceptance
mechanisms, and similar methods shall have the same force and effect as handwritten signatures.

20.6 No Waiver

No waiver shall be effective unless expressly made in writing by GUMBAE.

20.7 Headings

Section headings are for convenience only and shall not affect interpretation.

BY USING, ACCESSING THE PLATFORM, ACCEPTING A PROJECT, RECEIVING CONFIDENTIAL
INFORMATION, OR PERFORMING SERVICES THROUGH GUMBAE, YOU ACKNOWLEDGE THAT YOU HAVE
READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THIS TASK CONFIDENTIALITY AGREEMENT.