CONFIDENTIALITY AGREEMENT

Entered into on this ___day of ________________________2019

BY AND BETWEEN

(Hereinafter called “The First Party” of the one hand)

AND

(Hereinafter jointly called “The Second Party” of the other hand)

1. PARTIES
1.1 The parties to this Agreement are:
1.2 The parties agree as set out below.

2. INTERPRETATION

2.1 In this Agreement, unless inconsistent with or otherwise indicated by the context:
2.1.1 “Agreement” means the agreement contained in this document including all
annexures thereto;

2.1.2 “Business Day” means a day which is not a Saturday, Sunday or official
public holiday in the Republic of Uganda;

2.1.3 "The First Party" means a , her being duly authorised thereto;

2.1.4 "The Second Party" means , a private company duly

incorporated in terms of the company laws of the Republic of Uganda, herein
represented by and they being duly authorized
thereto;

2.1.5 “Confidential Information” means in respect of each party (“the

Disclosing Party) all confidential information made available to the other
party (“the Receiving Party), whether such information is written or oral,
recorded or stored by electronic magnetic, electro-magnetic or other form or
process, or otherwise in a machine readable form, translated from the original
form, recompiled, made into a compilation, wholly or partially copied,
modified, updated or otherwise altered, originated or obtained by, or coming
into the possession of the Receiving Party, including, but not limited to:

2.1.5.1 technical data, research and development information, business records or

products;

2.1.5.2 know-how, trade secrets, designs, models, processes, formulae, techniques,

marketing plans, strategies, or forecasts;

2.1.5.3 business and product development plans;

2.1.5.4 financial statements, budgets, financial projections, accounting procedures or

financial information;

2.1.6 “Effective Date” means the Signature Date;

2.1.7 “including” (or words of similar meaning) means to include without

limitation, and if the expression is used with reference to specific examples
the “eiusdem generis” rule shall not apply;

2.1.8 “law” means any law of general application in Uganda and includes the
common law and any statute, constitution, decree, treaty, regulation,
directive, ordinance, by-law, order or any other enactment of legislative
measure of government (including local government), statutory or regulatory
body which has the force of law;

2.1.9 “Signature Date” means the date upon which this Agreement is signed by
the last of the parties to sign;
2.1.10 “Writing” (or words of similar meaning) means legible writing and includes
any form of electronic communication contemplated in the Electronic
Communications and Transactions Act, 25 of 2002.

2.2 Any reference to:

2.2.1 the singular includes the plural and vice versa;

2.2.2 natural persons includes juristic persons and vice versa;
2.2.3 any one gender includes the other gender;
2.2.4 any statute, constitution, decree, treaty, regulation, directive, ordinance, by-
law, order or any other enactment of legislative measure of government
(including local and provincial government), statutory or regulatory body
which has the force of law means the relevant enactment or legislative
measure as at the Signature Date and as amended or re-enacted from time to
time;
2.2.5 a party includes a reference to that party’s successors in title and assigns
allowed at law;

2.3 The words “shall” and “will” and “must” used in the context of any obligation or
restriction imposed on a party have the same meaning.

2.4 The paragraph headings in this Agreement have been inserted for convenience only
and shall not be taken into account in its interpretation.

2.5 Words and expressions defined in any sub-paragraph shall, for the purpose of the
paragraph of which that sub-paragraph forms part, bear the meaning assigned to such
words and expressions in that sub-paragraph.

2.6 If any provision in a definition is a substantive provision conferring rights or

imposing obligations on any party, effect shall be given to that provision as if it were
a substantive provision in the body of the Agreement notwithstanding that it is only
contained in the interpretation paragraph.

2.7 If any period is referred to in this Agreement by way of reference to a number of days
or weeks or months or other intervals, the period shall be reckoned exclusively of the
first day and inclusively of the last day of the relevant interval, unless the last day
falls on a day which is not a Business Day, in which case the last day shall be the next
succeeding Business Day.

2.8 If the due date for performance of any obligation in terms of this Agreement is a day
which is not a Business Day then (unless otherwise stipulated) the due date for
performance of the relevant obligation shall be the next succeeding Business Day.

2.9 If any obligation or act is required to be performed on a particular day it shall be

performed (unless otherwise stipulated) by 17:00h on that day.

2.10 If amounts or figures are specified in numerals and in words and if there is a
discrepancy between the numerals and the words, then the words shall apply.

2.11 No provision of this Agreement shall (unless otherwise stipulated) constitute a

stipulation for the benefit of any person who is not a party to this Agreement.

2.12 The rule of construction that this Agreement shall be interpreted against the party
responsible for drafting this Agreement, shall not apply.
3. RECORDAL

3.1 The First Party and the 2nd Party have or intend entering into business and technical
discussions with a view to securing funding of the First Party’s Projects.

3.2 These discussions will require the disclosure of proprietary, secret and confidential
information by both Parties.

3.3 The Parties wish to record the terms and conditions upon which they are prepared to
disclose such information to one another.

4. CONFIDENTIALITY UNDERTAKING

4.1 The Receiving Party undertakes that it will not, without the Disclosing Party’s prior
written consent:

4.1.1 disclose or divulge the Confidential Information to any person whomsoever;

4.1.2 use or exploit, directly or indirectly, the Confidential Information or any
aspect of it save for the purposes of implementing any agreement that the
parties may enter into after the Signature Date of this Agreement;
4.1.3 permit any person, other than an employee, director, officer and/or
professional advisor to use or have access to the Confidential Information or
any aspect of it and then only to the extent necessary for the implementation
of any agreement between the parties. Prior to disclosing the Confidential
Information to any person referred to in this paragraph 4.1.3, the Receiving
Party shall ensure that such person undertakes to observe the undertakings
contained in this Agreement;
4.1.4 For the avoidance of doubt, the Receiving Party is responsible for any breach
of this Agreement by the Representatives and will take all steps required to
prevent or restrain the Representatives from breaching this Agreement.

4.2 The Receiving Party undertakes to the Disclosing Party that on demand it will
immediately deliver to the Disclosing Party:

4.2.1 all documentation and other material relating to or containing the

Confidential Information in its possession or under its control; and
4.2.2 all notes, computer software, memoranda, working papers and any other
written of graphic material of every description relating to or containing any
of the Confidential Information in its possession or under its control.

4.3 This Agreement shall not apply to any knowledge or information which:

4.3.1 is, or becomes public knowledge and in the public domain other than through
an act or omission on the part of the Receiving Party or its employees,
directors, officers, agents, representatives or professional advisors;

4.3.2 is received by the Receiving Party from a third party who lawfully acquired it
and who is under no obligation restricting its disclosure;
4.3.3 is required to be given, made or published by law, in which case, the party
liable to so give, make or publish the same shall give the other party
reasonable written notice thereof, along with drafts or copies thereof, as soon
as is reasonably practicable.
4.4 In the event that a party becomes legally compelled to disclose any such information,
such party will provide the other party with prompt notice so that it may seek a
protective order or other appropriate remedy and/or waive compliance with the
provisions of this paragraph 4. In the event that such protective order or other remedy
is not obtained, or that the other party waives compliance with the provisions of this
paragraph 4, such party may disclose without liability under this paragraph 4 only
that portion of such information which such party, after receiving legal advice is
legally required to disclose and shall co-operate with the other party to obtain reliable
assurance that confidential treatment will be afforded such information that is so
disclosed.

5. NON CIRCUMVENTION

5.1 The parties will refrain from soliciting business and contracts from sources not their
own which have been made available to them through this Agreement, without the
express written permission of the party who made the original introduction for a
period of 5 (five) years.

5.2 In addition, the Parties, including their employees, subsidiaries, partners and agents
will maintain complete confidentiality regarding the business sources and will only
disclose such business sources under mutual agreement, and only after written
permission has been received from the originator of the source.

6. MUTUAL ASSISTANCE

The parties undertake at all times to do all such things, to perform all such acts and to
take all such steps and procure the doing of all such things, the performance of all
such actions and the taking of all such steps as may be open to them and necessary for
or incidental to the putting into effect or maintenance of the terms, conditions and
import of this Agreement.

7. BREACH

7.1 Should either party (“the Defaulting Party”) commit a breach of any of the provisions
hereof, then the other Party (“the Aggrieved Party”) shall, if it wishes to enforce its
rights hereunder, be obliged to give the Defaulting Party 14 (fourteen) days written
notice to remedy the breach. If the Defaulting Party fails to comply with such notice,
the Aggrieved Party shall be entitled to cancel this Agreement against the Defaulting
Party or to claim immediate payment and/or performance by the Defaulting Party of
all of the Defaulting Party's obligations whether or not the due date for payment
and/or performance shall have arrived, in either event without prejudice to the
Aggrieved Party's rights to claim damages. The a foregoing is without prejudice to
such other rights as the Aggrieved Party may have at law; provided always that,
notwithstanding anything to the contrary contained in this Agreement, the Aggrieved
Party shall not be entitled to cancel this Agreement for any breach by the Defaulting
Party unless such breach is a material breach going to the root of this Agreement and
is incapable of being remedied by a payment in money, or if it is capable of being
remedied by a payment in money, the Defaulting Party fails to pay the amount
concerned within 14 (fourteen) days after such amount has been finally determined.

7.2 Failure of either Party to enforce any right resulting from breach of any provision of
this Agreement by the other Party shall not be deemed a waiver of any right relating
to a subsequent breach of such provision or of any other hereunder.

8. COSTS
 Each party shall bear their own costs of and incidental to the negotiation and
signature of this Agreement.

9. ADDRESS OF SERVICE/ DOMICILIUM

9.1 The parties hereto choose the following addresses and contacts for all purposes of and
in connection with this Agreement:
9.1.1.1 in the case of The First Party to:

Physical address:

In the case of The 2nd Party to:

Physical address:
9.2 Any party hereto shall be shall be entitled to change its address and contact from time
to time, provided that any such change shall only be effective upon receipt of notice
in writing by the other party of such change.

9.3 All notices, demands, communications or payments intended for any party shall be
made or given at such party’s address for the time being.

9.4 A notice sent by one party to another shall be deemed to be received:

9.4.1 On the same day, if delivered by hand;

9.4.2 On the same day of transmission, if sent by e-mail or telefax with a receipt
confirming completion of transmission;
9.4.3 On the seventh day after posting, if sent by prepaid registered mail.

9.5 Notwithstanding anything to the contrary herein contained, a written notice or

communication actually received by a party shall be an adequate written notice or
communication to it notwithstanding that it was not sent to or delivered at its chosen
address.

10. JURISDICTION
10.1 This Agreement and any matter arising from it shall be subject to the laws of the
Republic of Uganda.

10.2 For the purposes of paragraph 10.1 above the parties hereby submit to the jurisdiction
referred to in paragraph 10.1 above and appoint for those purposes their respective
addresses as set out in paragraph 9 above.

11. SIGNATURE

11.1 This Agreement may be executed in counterparts, each of which shall be deemed an
original and both of which shall be taken together and deemed to be one instrument.

11.2 The persons signing this Agreement in a representative capacity warrant their
authority to do so.

12. GENERAL PROVISIONS

12.1 No addition to or variation, consensual cancellation or novation of this Agreement

and no waiver of any right arising from this Agreement or its breach or termination
shall be of any force and effect unless reduced to writing and signed by all the parties
or their duly authorised representatives.

12.2 This Agreement constitutes the whole agreement between the parties as to the subject
matter hereof and no agreements, representations or warranties between the parties
regarding the subject matter hereof other than those set out herein are binding on the
parties.
12.3 No latitude, extension of time or other indulgence which may be given or allowed by
any party to the other party in respect of the performance of any obligation hereunder,
and no delay or forbearance in the enforcement of any right of any party arising from
this Agreement, and no single or partial exercise of any right by any party under this
Agreement shall in any circumstances be construed to be an implied consent or
election by such party or operate as a waiver or a novation of or otherwise affect any
of the party’s rights in terms of or arising from this Agreement or estop or preclude
any such party from enforcing at any time and without notice, strict and punctual
compliance with each and every provision or term hereof.

12.4 This Agreement (and the confidentiality obligations set forth herein) shall continue in
full force and effect with respect to each disclosure of Confidential Information for a
period of TEN years from the date of such disclosure; provided, however, that if a
Party notifies the other that the Confidential Information is a trade secret of such
Party, the confidentiality obligations herein shall continue in full force and effect
indefinitely.

12.5 No other rights and licenses to trademarks, inventions, copyrights, patents, trade
secrets, know-how or to any other intellectual property or other property of any value
are implied or granted under this Agreement. Title and all rights to possess and
exploit the Confidential Information shall remain the property of the Disclosing
Party.

SIGNED at on

WITNESS:

For: Herein represented by

_________________, he being duly authorised
thereto.
(Name of witness in print)

SIGNED at on

AS WITNESS: For

For:
Herein represented by:
He being duly authorised thereto.