NON-DISCLOSURE AGREEMENT

DATED

PARTIES

(1) VIEWER LABS LIMITED a company registered in England and Wales Viewer
(Company number 11396321) and whose registered office is at PO Box 197, Labs
Plymouth, Devon, England, PL1 9FN

(2) Recipient Name: Mourad Banni Recipient

Recipient Full 20 aout 1955 Guemar El oued Algeria

Address:

BACKGROUND
(A) Viewer Labs has agreed to disclose Confidential Information to the Recipient.
(B) In consideration of the benefits to the parties of disclosing and receiving the Confidential
Information, the parties have agreed to comply with the following terms in connection with the
use and disclosure of Confidential Information.

AGREED TERMS
DEFINITIONS AND INTERPRETATION
1.1 In this agreement the words below shall have the following meanings:

Confidential All confidential information (however recorded, preserved or disclosed)

Information disclosed by Viewer Labs to the Recipient or its Representatives including,
and without limitation, (a) the fact that discussions and negotiations are
taking place concerning the Purpose and the status of those discussions
and negotiations, (b) the existence and terms of this agreement, (c) any
information that would be regarded as confidential by a reasonable person
relating to the business, affairs, customers, clients, suppliers, plans,
intentions, or market opportunities of Viewer Labs, or any information
relating to the Intellectual Property of Viewer Labs, and (e) any information
or analysis derived from the Confidential Information.

Intellectual Any and all patents, rights to inventions, copyright and related rights,
Property trademarks, trade names and domain names, rights in get-up, goodwill and
the right to sue for passing off, unfair competition rights, rights in designs,
rights in computer software, database rights, topography rights, rights to
use and preserve the confidentiality of information (including know-how and
trade secrets) and any other intellectual property rights, in each case
whether registered or unregistered and including all applications (or rights
 to apply) for and be granted, renewals or extensions of, and rights to claim
priority from, such rights and all similar or equivalent rights or forms of
protection which subsist or will subsist now or in the future in any part of
the world.

Personal Data Any and all personal data in respect of which Viewer Labs is a data
controller and which will be processed by the Supplier in the performance
of its obligations under this agreement, where personal data, process and
data controller have the meanings given to them in the Data Protection Act
2018 and the General Data Protection Regulation (EU) 2016/679 (Data
Protection Legislation);

Purpose [ADD PURPOSE FOR DISCLOSURE]

Representatives The employees, agents, officers, advisers and other representatives of a

party.

1.2 In this agreement unless the context requires otherwise:

(a) references to a clause is to a clause of this agreement and, references to this agreement
or any other document are to this agreement or that document as amended from time to
time;
(b) words denoting the singular include the plural and vice versa;
(c) references to a person include any corporate or unincorporated body;
(d) clause headings in this agreement do not affect its interpretation; and
(e) the terms including, include, in particular or any similar expression shall be construed as
illustrative and shall not limit the sense of the words preceding those terms.
OBLIGATIONS OF CONFIDENTIALITY
2.1 The Recipient shall keep the Confidential Information confidential and, except with the prior
written consent of Viewer Labs, shall:
(a) not use or exploit the Confidential Information in any way except for the Purpose;
(b) not disclose or make available the Confidential Information in whole or in part to any third
party, except as expressly permitted by this agreement;
(c) not copy, reduce to writing or otherwise record the Confidential Information except as
strictly necessary for the Purpose (and any such copies, reductions to writing and records
shall be the property of Viewer Labs); and
(d) apply the same security measures and degree of care to the Confidential Information as it
applies to its own confidential information, which the Recipient warrants and represents as
providing adequate protection from unauthorised disclosure, copying or use.
2.2 The Recipient may disclose the Confidential Information to those of its Representatives who need
to know this Confidential Information for the Purpose, provided that:
(a) it informs its Representatives of the confidential nature of the Confidential Information
before disclosure;
(b) it procures that its Representatives shall, in relation to any Confidential Information
disclosed to them, comply with this agreement as if they were the Recipient and, if Viewer

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 Labs so requests, procure that any relevant Representative enters into a confidentiality
agreement with Viewer Labs on terms equivalent to those contained in this agreement;
and
(c) it shall at all times be liable for the failure of any Representative to comply with the terms
of this agreement.
2.3 The Recipient may disclose Confidential Information to the extent such Confidential Information
is required to be disclosed by law, by any governmental or other regulatory authority, or by a
court or other authority of competent jurisdiction provided that, to the extent it is legally permitted
to do so, it gives Viewer Labs as much notice of this disclosure as possible.
2.4 The Recipient shall not make, or permit any person to make, any public announcement
concerning this agreement, the Purpose or its prospective interest in the Purpose without the
prior written consent of Viewer Labs.
2.5 At the request of Viewer Labs, the Recipient shall:
(a) destroy or return to Viewer Labs all documents and materials (and any copies) containing,
reflecting, incorporating, or based on the Confidential Information;
(b) erase all the Confidential Information from its computer systems or which is stored in
electronic form (to the extent possible); and
(c) certify in writing to Viewer Labs that it has complied with the requirements of this clause.
2.6 Viewer Labs warrants that it has the right to disclose the Confidential Information to the Recipient
and to authorise the Recipient to use such Confidential Information for the Purpose.
RESERVATION OF RIGHTS
3.1 All Confidential Information shall remain the property of Viewer Labs.
3.2 The Intellectual Property of Viewer Labs will remain the absolute unencumbered property of
Viewer Labs and nothing in this agreement shall operate to transfer any right or licence in any
such Intellectual Property to the Recipient, its Representatives or any person. The Recipient
agrees not to make any representation or do any act which may be taken to indicate that it has
any right, title or interest in or to the ownership or use of any Intellectual Property belonging to
Viewer Labs and acknowledges that nothing contained in this agreement will give it any right, title
or interest in or to Viewer Labs’ Intellectual Property.
3.3 Viewer Labs makes no express or implied warranty or representation concerning the Confidential
Information, or the accuracy or completeness of the Confidential Information.
3.4 The disclosure of Confidential Information by Viewer Labs shall not form any offer by, or
representation or warranty on the part of, Viewer Labs to enter into any further agreement.
3.5 The Recipient acknowledges that damages alone would not be an adequate remedy for the
breach of any of the provisions of this agreement. Accordingly, without prejudice to any other
rights and remedies it may have, Viewer Labs shall be entitled to the granting of equitable relief
(including, and without limitation, injunctive relief) concerning any threatened or actual breach of
any of the provisions of this agreement.
DATA PROTECTION
4.1 The Recipient shall:
(a) maintain any valid and up-to-date registration or notification required under the Data
Protection Legislation;

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 (b) familiarise itself with, and comply with, Viewer Labs’ privacy policy in place from time-to-
time and shall only process Personal Data (i) for the Purpose, or (ii) as otherwise expressly
authorised by Viewer Labs. The Recipient shall not process the Personal Data outside the
EEA without the prior written consent of Viewer Labs;
(c) implement appropriate technical and organisational measures to protect Personal Data
against unlawful processing and against accidental loss, destruction, damage, alteration
or disclosure of the Personal Data including encrypting all Personal Data stored and/or
processed on all digital or electronic portable storage devices; and
(d) promptly notify Viewer Labs if (i) the subject of any Personal Data makes a written request
to have access to Personal Data or any complaint or request relating to Viewer Labs’
obligations under Data Protection Legislation, or (ii) it becomes aware of any loss, damage,
destruction, or unauthorised processing or accidental disclosure of Personal Data.
TERM AND TERMINATION
5.1 If either party decides not to continue to be involved in the Purpose with the other party it shall
notify the other party in writing immediately. The obligations of both parties shall, notwithstanding
any earlier termination of negotiations or discussions between the parties in relation to the
Purpose, continue for a period of two (2) years from the termination of this agreement.
5.2 Termination of this agreement shall not affect any accrued rights or remedies to which either
party is entitled.
GENERAL
6.1 This agreement constitutes the entire agreement between the parties and supersedes and
extinguishes all previous drafts, agreements, arrangements and understandings between them,
whether written or oral, relating to its subject matter.
6.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the
parties (or their authorised Representatives).
6.3 Failure to exercise, or any delay in exercising, any right or remedy provided under this agreement
or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or
restrict any further exercise of that or any other right or remedy.
6.4 Except as otherwise provided in this agreement, no party may assign, sub-contract or deal in any
way with, any of its rights or obligations under this agreement or any document referred to in it.
6.5 A notice given to a party under or in connection with this agreement shall be in writing and may
be sent by email or to the address given in this agreement or as otherwise notified in writing to
other party.
6.6 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint
venture between any of the parties, constitute any party the agent of another party, nor authorise
any party to make or enter into any commitments for or on behalf of any other party.
6.7 A person who is not a party to this agreement shall not have any rights under or in connection
with it.
6.8 No party shall be deemed to have drafted this agreement for the purposes of construing any
provision of it in favour or against one party or any other party.
6.9 This agreement and any dispute or claim arising out of or in connection with it or its subject matter
or formation (including non-contractual disputes or claims) shall be governed by and construed
in accordance with English law.

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6.10 The parties irrevocably agree that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement
or its subject matter or formation (including non-contractual disputes or claims).
This agreement has been entered into on the date stated at the beginning of it.

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Executed by )
VIEWER LABS LIMITED ) ………………………………………
on being signed by: ) Director

Signed by the: )
RECIPIENT ) ………………………………………
)