NON-DISCLOSURE NON-CIRCUMVENTION AGREEMENT

This Agreement is made and entered into this ______ day of March, 2019 between SWIFTTALK
LIMITED[RC number _____________ ], a company duly incorporated under the laws of the Federal
Republic of Nigeria and having its principal place of business at No 1, Yemi Suara Street, Graceland
Estate Ajah-Lekki, Lagos, Nigeria (hereinafter referred to as “SWIFTTALK LIMITED” which expression
shall where the context so admits include its successors-in-title and assigns) of the first part;

A - VIEW TEKNO SERVE LIMITED [RC Number 619335], a company duly incorporated under the laws
of the Federal Republic of Nigeria and having its principal place of business at No 1, Yemi Suara Street,
Graceland Estate Ajah-Lekki, Lagos, Nigeria, Nigeria (hereinafter referred to as “A-VIEW” which
expression shall where the context so admits include its successors-in-title and assigns, of the second
part;

“SWIFTTALK LIMITED” and “A-VIEW” are each hereinafter referred to as the ‘Party’ and collectively
as the ‘Parties’.

Background
1. A-VIEW has identified and done extensive ground work regarding the opportunity to provide
Internet Services Provision, Connectivity and Ancillary Services to “First Bank PLC”. A-VIEW
has had discussions with “First Bank PLC” and in furtherance thereto, A-VIEW is exploring
collaborating with capable entity/entities for the purpose of providing the services.

2. A-VIEW has intimated SWIFTTALK of the existence of the above referred opportunity, and
SWIFTTALK has represented to A-VIEW that they jointly have the financial and technical
competence and capability to collaborate with A-VIEW in providing First Bank PLC the services
as aforesaid.

3. Pursuant to the above, in anticipation of and for the sole purpose of evaluating, discussing,
negotiating and possibly establishing a business relationship among themselves, the Parties
herein intend to exchange confidential and proprietary information amongst themselves
regarding the provision of the services as aforesaid and with a view to entering into the
‘Contemplated Agreement’ as defined in the operative part of this Agreement.

4. The Parties intend that the disclosure and use of the confidential and proprietary information
shall be made on the terms and condition hereinafter appearing.

Now therefore the Parties agree as follows:

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1 Definitions

1.1 Wherever used in this Agreement the following terms shall have the meanings set forth
below:-

‘Affiliate’ means any legal entity or agent so appointed to act on behalf of or by any of the parties
which, at the time of disclosure to it of any Confidential Information, is directly or indirectly
controlling, controlled by or under common control of any of the Parties.

‘Agreement’ means this Non-Disclosure Non-Circumvention Agreement.

‘Confidential Information’ means all written or oral information of a proprietary, intellectual or

similar nature relating to the Disclosing Party’s business, operations, activities or affairs whether of a
technical or financial nature or otherwise (including, without limitation, reports, financial
information, business plans and proposals, ideas, concepts, trade secrets, know-how, processes, its
assets and financial information including its real estate assets, the real estate assets of its directors
and revenue and income of the Disclosing Party and /or its Directors officers, employees, agents or
advisers whether individually and collectively and other technical or business information, whether
concerning the Disclosing Party’s businesses or otherwise) which has not been publicly disclosed and
which the Receiving Party acquires directly or indirectly from the Disclosing Party, its officers,
employees, affiliates, agents or representatives.

However, the term Confidential Information shall not include any information disclosed by the
Disclosing Party to the Receiving Party which:-

a) On the Effective Date, or thereafter becomes, publicly available otherwise than through an
act or negligence of the Receiving Party; or

b) Is demonstrably developed at any time by the Receiving Party without use of Confidential
Information; or

c) Is legitimately obtained at any time by the Receiving Party from a third party without
restrictions in respect of disclosure or use.

‘Contemplated Agreement’ means any future legally binding agreement between the Parties or any
combination of them in respect of the services aforementioned.

‘Disclosing Party’ means the Party disclosing Confidential Information to the other Party under this
Agreement.

‘Effective Date’ means the day this Agreement becomes effective in accordance with Article 9.1
hereof.

‘First Bank’ means First Bank PLC.

‘the services’ means the provision of ‘Internet Services, Connectivity and Ancillary Services to ‘First
Bank PLC’.

‘Purpose’ means the evaluations, discussions, and negotiations regarding a contractual relationship
between the Parties in respect of ‘the services’ as aforementioned.

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‘Receiving Party’ means the Party receiving Confidential Information from the Disclosing Party under
this Agreement.

1.1 Other capitalized expressions used in this Agreement shall have the meanings respectively
assigned to them elsewhere in this Agreement.

1.2 Words indicating the singular only also include the plural and vice-versa, where the context so
requires.

1.3 The headings of the Articles in this Agreement are for convenience only and shall not affect
the interpretation of this Agreement.

2 Non-Disclosure of Confidential Information

2.1 The Receiving Party shall, during the term of this Agreement (as specified in Article 9.2 below),
not disclose to any third party Confidential Information received from the Disclosing Party.

2.2 In addition to the responsibility not to disclose Confidential Information to any third party as
set out in Article 2.1 above, the Receiving Party shall during the term of this Agreement be
liable for:

i) any loss, theft or other inadvertent disclosure of Confidential Information, and

ii) any unauthorized disclosure of Confidential Information by persons (including, but not
limited to, present, future and former employees) to whom the Receiving Party under
this Agreement has opts to disclose Confidential Information received from the
Disclosing Party.

2.3 Notwithstanding any other provision(s) to the contrary in this Agreement, the Receiving Party
shall not be liable for such inadvertent or unauthorized disclosure of Confidential Information
if it has used the same degree of care in safeguarding such Confidential Information as it uses
for its own confidential information of like importance. However, the Receiving Party must in
any case have used not less than a reasonable degree of care in securing the Confidential
Information and upon becoming aware of any inadvertent or unauthorized disclosure, notified
the Disclosing Party thereof, and taken reasonable measures to mitigate the effects of such
disclosure and to prevent any further disclosure. The Parties hereby acknowledge that
damages alone would not constitute an adequate remedy for any breach of this Agreement
by the Receiving Party. Either Party will be entitled to the remedies of injunction, specific
performance and other equitable relief for any breach of this Agreement by any other Party
hereto, whether actual or threatened.

3 Use of Confidential Information

3.1 During the term of this Agreement (as provided in Article 9.2 below), the Receiving Party is
entitled to use Confidential Information only for the Purpose for which the Agreement is being
entered into.

4 Permitted Disclosure of Confidential Information

4.1 The Receiving Party may disclose Confidential Information to any of its Affiliates and
Consultants, in which event the Affiliate and the Consultant shall be entitled to use the

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 Confidential Information only to the same extent the Receiving Party is permitted to do so
under this Agreement. The Receiving Party hereby warrants that any Affiliate or Consultant to
which Confidential Information is disclosed shall be bound and shall abide by the terms of this
Agreement.

4.2 The Receiving Party shall limit the dissemination of Confidential Information received from
the Disclosing Party to its employees, consultants and Affiliates having a need to receive such
information to carry out the Purpose.

4.3 The Parties acknowledge that the Receiving Party may only disclose Confidential Information
received from the Disclosing Party to its contractors, subcontractors, agents, consultants, or
similar persons and entities, upon prior written consent of the Disclosing Party. In the event
the Disclosing Party gives such consent, the Receiving Party warrants that any of its
contractors, subcontractors, agents, consultants or such other similar persons and entities to
which Confidential Information is disclosed shall be bound and shall abide by the terms of this
Agreement.

4.4 Notwithstanding Article 2.1 hereof, the Receiving Party shall not be prevented to disclose
Confidential Information received from the Disclosing Party if:-

(i) Such disclosure is in response to a valid order of a court or any other governmental body
having jurisdiction over this Agreement; or
(ii) Such disclosure is otherwise required by law, provided that the Receiving Party first has
given prior written notice to the Disclosing Party of the requirement and made reasonable
effort to protect the Confidential Information in connection with such disclosure.

5 Copying and Return of Furnished Instruments

5.1 The Receiving Party shall not be entitled to copy samples, models, computer programs,
drawings, documents, or other instruments furnished by the Disclosing Party hereunder and
containing Confidential Information unless and to the extent it is necessary for the Purpose.

5.2 All samples, models, computer programs, drawings, documents, and other instruments
furnished hereunder and containing Confidential Information shall remain the Disclosing
Party’s property. Such instruments or copies thereof shall be promptly returned or destroyed
by the Receiving Party, at its own costs, upon the Disclosing Party's request.

6 No Transferring of Intellectual Property Rights

6.1 Nothing contained in this Agreement shall be construed as transferring by license or otherwise
any rights of the Disclosing Party such as patent rights, copyrights or other intellectual
property rights in respect of any Confidential Information.

7 No Representations or Warranties
7.1 The Confidential Information is delivered ‘as is’ and all representations and warranties,
expressed or implied, are hereby disclaimed, including but not limited to:-

(i) The Confidential Information is accurate or reliable for any purposes whatsoever; and

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 (ii) The use of the Confidential Information does not infringe any rights that may be held by
a third party in respect of any such information.

8 Non-Disclosure of Negotiations & Non-Circumvention

8.1 Except as provided in Article 4, each Party agrees that it shall not, without the prior written
approval of the other Party, disclose to any third party the fact that the Parties are discussing
“the services” and the Purpose. The Parties acknowledge that the provisions of this
Agreement shall apply in respect of the content of any such discussions. The undertaking set
forth in this Article 8 shall survive the term of this Agreement.
8.2 Subject to clause 8.4 below, in respect of the “the services” and the Purpose and all related
discussions, meetings and negotiations which all the parties shall be engage in with a view to
entering the Contemplated Agreement, each Party agrees not to directly or indirectly contact,
solicit, deal with, transact or otherwise be involved with First Bank (or any of its subsidiaries
or associated companies) or any government agency, corporation or other entity introduced
by any of the Parties without the specific written permission of the introducing Party.
8.3 In respect of the Purpose and all related discussions, meetings and negotiations, the parties
in good faith shall be engaged such with a view to entering into and executing the
Contemplated Agreement within a period of four (4) weeks from the execution of this Non
Disclosure Non Circumvention Agreement.
8.4 Notwithstanding any other provision to the contrary in this Agreement but in recognition of
the fact that A-VIEW introduced ‘the services’ to SWIFTTALK, and in recognition of the
possibility of that discussions, meetings and negotiations by the Parties in good faith may fail
and/or not result in the manifestation and/or execution of the Contemplated Agreement by
the Parties as provided in Clause 8.3 above, A-VIEW hereby reserves the right, either by acting
alone or in collaboration with any other person(s), to embark on and/or execute ‘the services’.
The Parties hereto recognise that any such collaboration by between A-VIEW and any other
person(s) shall be lawful and as of right.
8.5 Subject to the foregoing, each Party hereto agrees not to directly or indirectly circumvent or
attempt to circumvent this Agreement.

9 Term and Termination

9.1 This Agreement shall become effective on the day it has been duly executed by all Parties.
9.2 The provisions of this Agreement shall however apply retroactively to any Confidential
Information, which may have been disclosed in connection with discussions and negotiations
between the Parties regarding the services prior to the Effective Date.

9.3 This Agreement shall remain in force for one (1) year from the Effective Date, unless and to
the extent that this Agreement is superseded by stipulations of the Contemplated Agreement.
However the obligations contained in this Agreement shall apply to all Confidential
Information for three (3) years from the date of disclosure.

9.4 If the Contemplated Agreement is concluded as anticipated in clause 8.3 above or any Party
notifies the other Parties in writing that the Contemplated Agreement has not been concluded

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 within the timeframe provided in clause 8.3 above, then no further Confidential Information
shall be furnished hereunder.

10 Miscellaneous Provisions
10.1 This Agreement shall not be construed as creating or implying on the Parties, an obligation to
disclose Confidential Information to the other Party nor an obligation to enter into any other
agreement or arrangement with one other.

10.2 The failure by any Party to enforce any provision of this Agreement or to exercise any right in
respect thereto shall not be construed as constituting a waiver of its right hereunder.

10.3 Any amendment to this Agreement shall be agreed in writing by all Parties and shall refer to
this Agreement.

10.4 Any communication or notice required in connection with this Agreement shall be in writing
and shall be addressed as follows and delivered by hand as duly acknowledged or by electronic
mail:-

i. SWIFTTALK
No 1, Yemi Suara Street, Graceland Estate Ajah-Lekki, Lagos, Nigeria
Attention: Mr Ekengewa Ekeng (MD/CEO)
Email: _________________________
Phone: +234 _______________________

ii. A-VIEW
No 1, Yemi Suara Street, Graceland Estate Ajah-Lekki, Lagos, Nigeria
Attention: Mr. Olumide Olulana (MD/CEO)
Email: frankie@aview.com.ng
Tel: +2348038796261

10.5 In all matters relating to this Agreement, each party will act as an independent contractor.
Nothing in the Agreement shall be construed to create a partnership, joint venture or agency
relationship between the parties. Otherwise than as expressly agreed in this Agreement,
neither party will represent that it has any authority to assume or create any obligation,
express or implied, on behalf of the other party, nor to represent the other party as an agent,
employee, franchisee, or in any other capacity.

10.6 The provisions of the recitals to this Agreement are hereby incorporated by reference and
same recitals shall form part and parcel of the operative part of this Agreement.

11 Governing Law and Dispute Resolution

11.1 Regardless of the place of execution, performance or domicile of the Parties, this Contract and
all modifications and amendments hereof shall be governed by and construed under and in
accordance with the substantive laws of Nigeria.

11.2 Any dispute, controversy or claim arising out of or in relation to or in connection with this
Agreement, including without limitation any dispute as to the, validity, interpretation,
enforceability or breach of this Agreement shall, failing amicable resolution of same by the

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 parties within thirty (30) days from written notification of the declaration of a dispute, be
referred to the decision of a single arbitrator to be appointed by both parties or failing
agreement, by the president of the Chartered Institute of Arbitrators of Nigeria on the
application of either Party. Arbitration shall be held in accordance with the provisions of the
Arbitration and Conciliation Act, Cap A18 Laws of the Federation of Nigeria, 2004 or any
modification of the Act for the time being in force. The decision of the Arbitration shall be final
and binding on both parties.

11.3 Any arbitration award shall be final and binding and may, if necessary, be enforced by any
court or authority having competent jurisdiction.

11.4 The Parties undertake and agree that all arbitral proceedings conducted under this Article 11
shall be kept strictly confidential, and all information, documentation, materials in whatever
form disclosed in the course of such arbitral proceedings shall be used solely for the purpose
of the proceedings.

11.5 Notwithstanding the foregoing, nothing in Article 11 shall prevent the Parties from seeking
any injunctive or equitable relief by a court of competent jurisdiction.

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IN WITNESS WHEREOF the Parties hereto have caused their respective representatives to append
their signatures to this Agreement in order to give rise to a legally binding Agreement in the manner
herein after appearing the day and year written above.

SEALED with the common seal of SWIFTTALK LIMITED AND DELIVERED

In the presence of:

_______________________________ __________________________________
MANAGING DIRECTOR SECRETARY

SEALED with the common seal of A-VIEW TEKNO SERVE LIMITED AND DELIVERED

In the presence of:

_______________________________ __________________________________
DIRECTOR SECRETARY

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