Non-Circumvention & Confidentiality Protection

2ndMetal invests in identifying sellers, aggregating inventory, marketing materials, acquiring buyers, coordinating quotations, payments and logistics. This protection is intended to prevent parties from using 2ndMetal’s introductions or confidential information to bypass the Platform.

A “Protected Introduction” includes any seller, buyer, customer, supplier or opportunity first identified, introduced, matched, disclosed or connected through the 2ndMetal website/app, sales team, quotation, order, logistics process, document, communication or transaction.

A Seller must not directly or indirectly solicit, quote, sell to or transact outside 2ndMetal with a buyer obtained through a Protected Introduction without 2ndMetal’s prior written consent.

A Buyer must not use packaging, transport, MTCs, delivery interactions, markings, documents or other information to identify and directly source from an underlying seller introduced through 2ndMetal without prior written consent.

The restriction includes transactions through affiliates, employees, agents, related companies, intermediaries, nominees or other persons used to avoid the Platform.

The proposed protection period is twenty-four (24) months from the latest Protected Introduction or 2ndMetal-facilitated transaction involving the relevant counterparty. UAE counsel should confirm the final duration and enforceability for the intended contracts.

A party may notify 2ndMetal in writing, with reasonable evidence, if it had a genuine pre-existing active commercial relationship with the introduced counterparty before the 2ndMetal introduction. 2ndMetal may then determine an appropriate exclusion or transaction-specific arrangement in writing.

Seller identities, buyer identities, Seller Prices, margins, customer requirements, transaction history, inventory analytics, contact details and non-public platform information are confidential and may only be used to complete authorized 2ndMetal transactions.

Where circumvention is established, 2ndMetal may suspend/terminate access and seek the margin, commission or fees it would reasonably have earned on the bypassed transaction, together with proven direct losses and other remedies available under applicable law.

Any liquidated-damages formula should be separately reviewed by UAE counsel to ensure enforceability and proportionality.

This clause is not intended to prevent a party from conducting ordinary business with independently sourced counterparties. It targets misuse of 2ndMetal-originated introductions and confidential information.

Confidentiality and non-circumvention obligations survive termination for their stated period. The final clause should follow the governing-law and dispute provisions of the relevant Seller Agreement or Buyer Terms.