CONFIDENTIALITY / NON-CIRCUMVENTION AGREEMENT

This confidentiality agreement is entered into on XXXXX 201..

by and between

OAK GROUP HOLDINGS (OAK)

11th Floor, Al Salam Tower
PO Box 3282
Manama
Kingdom of Bahrain

Represented by …………….

(OAK – First Party)

and

XXXXX
PO Box XXXX
Country

Represented by: Mr. XXXXXX

(Company – Second Party)

Hereinafter referred to as the Parties and each as Party.

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1. Introduction:

WHEREAS:

A. The Parties are considering the possibility of entering, directly or

indirectly, into a business relationship together (the “Relationship”)
specifically, but not limited to, financing, sale, supply, development,
design, construction, project management of Utility technologies and or
utility application(s) relevant to all industry sectors including the Oil &
Gas and Petrochemical industries, private and public sector off-takers
including Public Private Partnerships. This Relationship may include the
leveraging of Parties extensive resources, networks and client base in
order to realize any such opportunities in the Middle East region and other
territories.

B. The Parties, during discussions relating to this Relationship, expect

to disclose to each other certain Confidential Information and

C. The disclosure of the Confidential Information is solely for the

purpose of establishing the Relationship.

NOW THEREFORE, in consideration of the mutual covenants and promises

herein contained, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:

2. Confidential Information:

For the purpose of this Agreement, and notwithstanding the fact that such
information shall remain the property of each Party, “Confidential
Information” shall mean all and any information, data, reports, summaries,
documentation, manuals, term sheets and materials provided or disclosed
by the Parties hereto in connection with the Parties business, operations,
affairs, project opportunities of any party hereto and its related and
affiliated companies, partners and including (but not limited to) business
plans, patent applications and process descriptions.

3. Confidentiality and Limited Use:

The Parties mutually hereby agree and undertake that:

(a) except as provided in Section 3 b, or as authorised in writing by

either, the Parties will not at any time make any use of, or disclose
to any third party, any of such information which is disclosed to it by
the other Parties; and
(b) the Parties will not disclose Confidential Information to its
representatives (including advisors and consultants) nor to its
affiliates without prior written agreement from the other Parties to
such disclosure securing that those entities/persons fully enter the

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 scope of the present confidentiality agreement, or have duly joined
the present agreement. The Parties warrant that any disclosures to
Directors and/or Employees are bound by Directors and/or
Employees’ employment agreements, wherein terms and conditions
prohibit the disclosure of business activity.

4. Non-Circumvention by either Party, Timeline:

It is expressly agreed that the identities of any individual or entity

and any other third parties (including, without limitation, suppliers,
customers, financial sources, manufacturers and consultants)
discussed and made available between the Parties in respect of any
related business opportunity shall constitute Confidential
Information and the Recipient or any Group company or associated
entity or individual shall not (without the prior written consent of, or
having entered into a commission agreement with, the Disclosing
Party):

1. directly or indirectly initiate, solicit, negotiate, contract or enter

into any business transactions, agreements or undertakings with
any such third party identified or introduced by the Disclosing Party;
or

2. seek to by-pass, compete, avoid or circumvent the Disclosing

Party from any business opportunity that relates to the Purpose by
utilising any Confidential Information or by otherwise exploiting or
deriving any benefit from the Confidential Information.

The Parties agree to limit the terms of this agreement during the
period beginning from the date of this agreement for a period of two
(2) years thereafter.

5. Associates, Heirs and Successors.

Each Party hereby agrees that the terms and conditions of this Agreement
shall be binding upon and enforceable on its parent group, partners,
associate companies, sub-contractors, advisers, heirs, executors,
administrators, employees and trustees both current and in the future,
within any jurisdiction throughout the duration of this agreement.

6. Indemnification:

Each Party agrees to indemnify and hold harmless all other Parties and
their transactions, intermediaries, financial sponsors, lenders, insurance
companies, guarantors, borrowers, principals, client, joint venture
partners, stock share owners, business associates, officers, employees
and assigned, against all claims, demands, liabilities, causes or actions
and expenses, including legal professional fees and court costs incurred,

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relating to, arising out of or in connection with that Party’s negligence,
omission, innocent misrepresentation, breach of contract, default, of any
city, state, country, province, federal or international law, regulation,
ordinance or stature.

7. Succession and Assignment:

This agreement constitutes the entire agreement between the Parties and
supersedes all / any previous negotiations and agreements, written or oral,
express or implied between the Parties. No amendment to this Agreement
shall be enforceable unless specifically stated to amend this Agreement
and executed by authorised representatives of both Parties. This
Agreement and any licence under can be reassigned or transferred by
either Party in part of full, or by operation of Law, with written consent of
the either Party. In the event such assignment or transfer is executed, the
rights and obligations of the Parties do not diminish and are not void. The
receiving assignee or transferee shall adopt all rights and obligations
herein pertaining to the assigning or transferring Party.

8. Term:

This Agreement shall remain in full force at all times for a period of two
years from the date of this document.

9. Affirmation of Understanding:

Each Party affirms that he or she reads the English language and
understands the wording and content of this Agreement and hereby
warrants the he or she has the full legal, Corporate, Trust and/or Individual
authority necessary to enter into this Agreement and in doing so with the
intent to be legally bound.

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10. Governing Law and Parameters:

This Agreement shall be governed by and construed in accordance with

the laws of Republic of Turkey. The Parties acknowledge that any breach
of this Agreement may cause irreparable harm to the party whose
Confidential Information is disclosed, entitling such party to seek
injunctive relief and/or monetary damages, as its option. The prevailing
Party in the action brought to enforce this Agreement will be entitled to
receive from the other Party its reasonable costs and expenses in
defending that action, including legal fees and costs.

Executed in two original copies as below and each Party retaining one
original copy.

(A facsimile copy or scanned PDF of this Agreement shall constitute a

legal and binding document.)

For OAK

______________________________________

Mr. NAME
Title

______________________________________
Date:

For Company

___________________________________

Mr. NAME
Title

Company ______________________________________
Date:

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