Non-Disclosure Agreement

THIS AGREEMENT MADE ON THIS THE ________ DAY OF ________, 2023

BY AND BETWEEN

__________________, a company incorporated under the Companies Act, __________ and having its registered office at _______________________________ (hereinafter referred to as “Information Giver”, which expression shall unless repugnant to the context or meaning thereof, include its successors in interests and assigns) OF THE ONE PART;

AND

__________________, a company incorporated under the Companies Act, __________ and having its registered office at _______________________________ (hereinafter referred to as “Receiver”, which expression shall unless repugnant to the context or meaning thereof, include its successors in interests and assigns) OF THE OTHER PART;

__________________ and __________________ shall hereinafter be referred to as such or collectively as "Parties" and individually as “Party".

BACKGROUND INFORMATION:

1. The information provider and the recipient desire to enter into a confidentiality agreement regarding:

_________________________________________________________________________

2. In connection with the permitted purpose the recipient will receive a certain amount of confidential information.

AND THEREFORE, EACH PARTY WISHES TO REVIEW SUCH CONFIDENTIAL INFORMATION OF THE OTHER WITHOUT ANY OTHER PURPOSE THAN TO DETERMINE THE PARTIES' COMMON INTEREST IN PARTICIPATING IN THE PROPOSED

The parties to this Agreement agree on the following in consideration of and as a requirement for the Information Provider supplying the Confidential Information to the Recipient in addition to other valuable consideration, the receipt and sufficiency of such consideration is therefore acknowledged:

In light of the foregoing, THE PARTIES HEREBY AGREE TO THE FOLLOWING:

1. Regardless of whether the information was given before or after the date of this Agreement or how it was given to the Recipient, all written and oral information and materials disclosed or provided to the Recipient by the Information Provider under this Agreement constitute Confidential Information

2. "Confidential Information" refers to any information, including but not limited to the following, that relates to the product or products of the information provider as well as all information that relates to the information provider itself.

• "The client Information," which includes the names of the Information Provider's customers, the people who represent them, all of their contact information, agreements, including the terms and conditions and parties, customer services, customer data, and the kind, amount, and details of the goods and services those customers purchased, leased, licensed, or thereby received.
• 'Intellectual Property' refers to information relating to the Data Provider's intellectual property before any public disclosure of such information, including but not limited to the nature of the intellectual property, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, and enforcing the Information Provider's proprietary rights.

3. Except when dealing with the proposed transaction, the receiving party is prohibited from revealing, duplicating, summarizing, and/or publishing confidential information and materials of the disclosing party.

4. The Parties shall maintain the confidentiality of each other's proprietary and confidential information in the same manner that they maintain the confidentiality of their own information. While recognising the confidential and proprietary character of the Confidential Information, each Party agrees to take any necessary measures at its own expense to prevent its representatives from disclosing or using the Confidential Information in an unlawful or illegal manner.

5. The following information will not be considered confidential information:

• Information that is commonly known in the Information Providers industry.
• Information that is now or later made generally available to the public without the recipient's fault.
• Information that was independently created by the Recipient without using the Confidential Information directly or indirectly.
• Information that was in the Recipient's rightful possession before the Information Provider disclosed it to the Recipient.
• Information that was rightfully in the Recipient's possession before the Information Provider disclosed it to the Recipient.

6. All originals, copies, illustrations, and summaries of confidential information given to the receiving party as confidential information must be returned or demolished within seven (7) days of the receiving party receiving a written request from the disclosing party, or sooner if the agreement has expired or been terminated. The Receiving Party shall formally certify in writing to the Disclosing Party that it has complied with its obligations under this clause.

7. The Recipient may disclose any of the Confidential Information:

• To those of the Recipient's employees, agents, representatives, and advisors who have a need to know for the Permitted Purpose, provided that.
• The Recipient has informed such personnel of the confidential nature of the Confidential Information.
• Such personnel agree to be legally bound to the same burdens of non-disclosure and non-use as the Recipient.
• The Recipient agrees to take all necessary measures to ensure.

8. The Receiving Party must immediately notify the Disclosing Party in the event that either Party receives a summons or other properly served administrative or judicial process demanding the disclosure of Confidential Information of the other Party. The Receiving Party may disclose Confidential Information to the extent that such disclosure is required by law, rule, regulation, or legal process; however, the Receiving Party shall, to the extent feasible, immediately inform the Disclosing Party in writing of any such request for such information and agrees to work with the Disclosing Party, at the Disclosing Party's expense, to the extent permissible and practicable, to contest the request or limit its use.

9. Without the other Party's authorization in writing, neither Party may use the other's name, trademarks, proprietary terms or symbols, or any other information disclosed under this Agreement in any publication, news release, marketing material, or in any other way.

10. Each Party acknowledges that the terms of this Agreement and the Confidential Information disclosed in accordance with this Agreement are of a special, unusual, and extraordinary nature, and that a breach of any provision of this Agreement, whether approaching or already occurring, would result in permanent harm to the other Party for which it would have no adequate legal remedy. Each Party also acknowledges that the other Party shall be entitled to immediate an injunction prohibiting such a violation.

11. In the event that any provision of this Agreement is broken, the Receiving Party shall hold the Disclosing Party harmless from any fees, expenditures, or damages incurred by the Disclosing Party. This responsibility will cover actual, reasonable attorney fees as well as court costs and litigation expenditures. The Parties agree that in addition to any other remedies at law or in equity, the non-breaching party may also seek specific performance or injunctive relief (as appropriate) for any breach or threatened breach because damages may not be a sufficient remedy for any breach under this Agreement.

12. No matter whether a Party was informed of the possibility for the claimed damage or loss, neither Party shall be liable for any special, significant, incidental, or exceptional damage or loss (or any lost profits, savings, or business opportunities).

13. Both Parties acknowledge that by entering into this Agreement, neither Party will have a duty to reveal to the other Party all or part of the Confidential Information as specified in this Agreement.

14. Both parties agree that this Agreement will go into effect on the date that both parties sign it and will remain in effect until either party terminates the proposed transaction by giving the other party a thirty day notice, if they believe the proposed transaction won't go through. Despite anything else stated in this agreement, the provisions shall remain in effect and be in force after its expiration or termination for an additional five years from the date of expiration.

15. Each Party certifies that it is a genuine party to this Agreement.

16. The other provisions of this Agreement will not be impacted by the invalidity or unenforceability of any one provision, and each provision hereof shall be valid and enforceable to the fullest extent permitted by law. Any part of this Agreement that is unlawful or unenforceable must be replaced by a part that most closely matches the original intent of the invalid or unenforceable part.

17. The execution of this Agreement may be done in two different forms, each of which will be treated as an original and all of which combined will be taken to be one and the same document.

18. Nothing in this agreement shall be deemed to have established an agent-partner relationship between the Parties, and none of the employees of COMPANY shall be deemed to be employees of PARTY 1. The relationship between the two parties to this agreement shall be on a principal-to-principal basis.

19. There are no other oral agreements. This Agreement may not be amended or modified except in a writing signed by both parties.

20. Without the other Party's prior written consent, the Agreement and/or any rights derived from it cannot be assigned or otherwise transferred, in whole or in part.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS CONFIDENTIALITY AGREEMENT IN DUPLICATE BY AFFIXING THE SIGNATURES OF THE AUTHORIZED REPRESENTATIVES AS OF THE ABOVE-MENTIONED DATE.

Party1-

Signature:

Name:

Designations:

Place:

Date:

Party2-

Signature:

Name:

Designations:

Place:

Date: