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CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

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THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (hereinafter referred to as

“Agreement”) is made and entered into as of __________ by and between:

Httpool Bangladesh Limited, with its principal offices located at 33, Shah Ali Tower, 10 th Floor, Karwan Bazar,
Tejgaon, Dhaka 1215, legally represented by Sunny Nagpal, MD and Co-Founder, APAC (hereinafter referred to
as the "Httpool"),

and

_____________________________, with its principal offices located at _____________________, legally

represented by ________________________________ (hereinafter referred to as the "_________________”.

Disclosing Party and Receiving Party are individually referred to as “Party” and collectively as “Parties”.

The party receiving Confidential Information shall be referred to as the “Receiving Party” herein, and the party
furnishing Confidential Information shall be referred to as the “Disclosing Party”.

WHEREAS, the Parties hereto (a) wish to start discussions concerning a possible business agreement, (b) wish to
explore potential business transaction(s) for execution of business co-operation between the Parties, or (c) have
entered into mutual business cooperation and/or business agreement (hereinafter referred to as “Purpose”);

WHEREAS, Httpool and its affiliates are in the internet advertising and marketing business and other forms of
advertising and marketing, including sale and placement of offline, internet, digital and other forms of advertising
and worldwide consultancy, with its commercial partners, which have selected Httpool as their official
commercial representative for above mentioned services;

WHEREAS, the discussions will be confidential and the Parties may disclose to one another information whether
oral, visual or written relating to the business, products, services, research, inventions, technology, trade secrets,
know-how or customers of the other, which information will be deemed to be confidential (hereinafter referred to
as “Confidential Information”);

WHEREAS, both Parties will have access to certain of confidential or proprietary information pertaining to
knowledge systems or other products or to the business affairs of opposite Party; and

WHEREAS, both Parties wish to enter into this Agreement whereby certain Confidential Information (as defined
below) will be shared by Parties and both Parties agree to keep such information confidential.

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, the Parties
hereto agree as follows:

1. Confidential Information

“Confidential Information” means any and all information which is directly or indirectly disclosed by Disclosing
Party to Receiving Party in whatever form (including, without limitation, information given orally, in writing or in
any other form and any document, electronic file or any other medium of representing or recording information
which contains or is derived or copied from such information) before or after the date of this Agreement and shall
include, but is not limited to, information relating to Disclosing Party’s business and affairs including those of its
subsidiaries and affiliates, ideas, concepts, designs, photographs, specifications, findings, research, reports, plans,
commercial, financial, technical or operational plans and knowledge, data, drawings, know-how, analysis,
computations, compilations, studies and other materials, documents and information which concern or relate to
Disclosing Party (whether marked as confidential or by the nature of the circumstances surrounding the
disclosure, ought to be treated as proprietary and/or confidential) which has been disclosed or communicated by
Disclosing Party to Receiving Party, acquired by Receiving Party from Disclosing Party, prepared by Receiving
Party from or in connection with any of the foregoing, or which contain or are based in whole or in part upon such
information provided to Receiving Party.
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Confidential Information is, namely but not limited to the following:

a) Compilations of data and analyses, software, techniques, systems, research, records, reports, manuals,
documentation, models, data and data bases relating thereto;
b) Trade secrets, ideas, inventions, designs, developments, devices, methods and processes (whether or not
patented, patentable or reduced to practice);
c) Financing, personnel matters, sales, suppliers, clients, customers, employees, investors, or business; and
d) Any information disclosed to Disclosing Party by any third party, which Disclosing Party has agreed, or
is otherwise obligated, to treat as confidential or proprietary;
whether in oral, written, graphic, electronic or other form.

2. Exclusions

Receiving Party, however, shall have no liability to the other Party under this Agreement with respect to the
disclosure and/or use of any such Confidential Information that it can establish:

a) Has become generally known or available to the public without breach of this Agreement by Receiving
Party;
b) Was known by Receiving Party before receiving such information from Disclosing Party if the disclosure
of such information Receiving Party was not in violation of a confidentiality agreement between a third
party and Disclosing Party, which confidentiality agreement Receiving Party was aware of at the time;
c) Has become known by or available to Receiving Party from a source other than Disclosing Party,
without any breach of any obligation of confidentiality owed to Disclosing Party, whether prior to or
subsequent to disclosure of such information to it by Disclosing Party;
d) Has been independently developed by Receiving Party without use of or reference to the Confidential
Information by persons who had no access to the Confidential Information;
e) Has been provided to Receiving Party with a written statement that it is, provided without restriction on
disclosures; or
f) Has been approved for release or use by written authorization of Disclosing Party.

3. Obligations of Receiving Party

Receiving Party acknowledges that irreparable injury and damage will result from disclosure to third parties, or
utilization for purposes other than those connected with the proposed transaction. Receiving Party agrees:

a) To hold the Confidential Information in strict confidence;

b) Not to disclose such Confidential Information to any third party except as specifically authorized herein
or as specifically authorized by Disclosing Party in writing;
c) To use all reasonable precautions, consistent with Receiving Party's treatment of its own confidential
information of a similar nature, to prevent the unauthorized disclosure of the Confidential Information,
including, without limitation, protection of documents from theft, unauthorized duplication and
discovery of contents, and restrictions on access by other persons to such Confidential Information;
d) Will not utilize or in any other manner whatsoever, either wholly or partly, use (including, without
limitation, in competition against Disclosing Party) directly or indirectly the Confidential Information
disclosed by Disclosing Party for purposes other than the Purpose defined above;
e) Not to make or use any copies, synopses or summaries of oral or written material, photographs or any
other documentation or information made available or supplied by Disclosing Party to Receiving Party
except Receiving Party may retain Confidential Information as required by applicable law, court order or
regulation or in accordance with Receiving Party’s internal compliance procedures; and
f) Not to use any Confidential Information for any purpose other than to evaluate a business transaction
with Disclosing Party.

4. Required Disclosures

Receiving Party understands and agrees that the information provided by Disclosing Party hereunder is
proprietary and confidential to Disclosing Party. Receiving Party may disclose Confidential Information only to
those of its employees, agents, consultants and retained professionals necessary for the Purpose.

If Receiving Party or any of its representatives becomes legally compelled (by oral questions, interrogatories,
requests for information or documents, subpoena, civil or criminal investigative demand or similar process) to
make any disclosure that is prohibited or otherwise constrained by this Agreement, Receiving Party or such
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representative, as the case may be, will provide Disclosing Party with prompt notice of such legal proceedings so
that it may seek an appropriate protective order or other appropriate relief or waive compliance with the
provisions of this Agreement. In the absence of a protective order or Receiving Party’s receiving such a waiver
from Disclosing Party, Receiving Party or its representative is permitted (with Disclosing Party’s cooperation) to
disclose that portion of the Confidential Information that Receiving Party or its representative is legally compelled
to disclose, provided, however, that Receiving Party and its representatives must use reasonable efforts to obtain
reliable assurance that confidential treatment will be accorded by any person to whom any Confidential
Information is so disclosed.

5. Destruction or Return of Confidential Information

At the written request of Disclosing Party, Receiving Party shall promptly destroy or deliver to Disclosing Party
all written material, photographs and all other documentation made available or supplied by Disclosing Party to
Receiving Party, and all copies and reproductions thereof, when they conclude Purpose for which the Confidential
Information was provided. Notwithstanding anything to the contrary provided elsewhere herein, Receiving Party
may retain Confidential Information as required by applicable law, court order or regulation or in accordance with
Receiving Party’s internal compliance procedures.

6. Ownership/ Retention of Legal Rights

All Confidential Information of the Disclosing Party is acknowledged by the Receiving Party to be the property of
the Disclosing Party and the disclosure of the Confidential Information does not confer any rights to that
Confidential Information on the Receiving Party except as herein provided. Each Party shall retain all right, title
and interest to such Party’s Confidential Information. No license under any trademark, patent or copyright, or
application for the same, which are now or thereafter may be obtained by such Party is either granted or implied
by the disclosure of the Confidential Information.

Disclosing Party retains all rights and remedies afforded it under the patent and other laws, including without
limitation any laws designed to protect proprietary or confidential information.

7. No Binding Agreement

Each Party further agrees that unless and until a definitive agreement between the parties with respect to a
transaction has been executed and delivered, no party or any of its subsidiaries or other affiliates will be under any
legal obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement or any
written or oral expression with respect to such a transaction by any of their directors, officers, employees, agents
or any other representatives, except for the matters specifically agreed to in this Agreement. The agreements set
forth in this Agreement may be modified or waived only by a separate writing executed by the parties expressly
so modifying or waiving such agreements.

8. Remedies

Receiving Party acknowledges that the unauthorized use or disclosure of the Confidential Information would
cause irreparable harm to Disclosing Party. Accordingly, Receiving Party agrees that Disclosing Party will have
the right to seek an injunction against any breach or threatened breach of this Agreement, as well as the right to
pursue any and all other rights and remedies available at law or in equity for such a breach.

9. Term of Agreement

This Agreement applies to all Confidential Information that is disclosed by Disclosing Party to the Receiving
Party during the period that begins on the date set forth above. The obligations of this Agreement will remain in
effect for five (5) years after the date of the last disclosure of Confidential Information hereunder, at which time
this Agreement will terminate.

10. Entire Agreement

This Agreement sets forth the entire agreement and understanding of the Parties and merges all prior discussions
between them as to the Confidential Information. Neither Party may be bound by any definition, condition,
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representation or waiver other than as expressly stated in this Agreement or as subsequently set forth in a writing
signed by the Parties hereto.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Bangladesh. Any and all
disputes arising out of or in connection with this Agreement, including, without limitation, a dispute as to the
conclusion, validity or existence of this Agreement, shall be finally and exclusively resolved and settled by the
courts in Bangladesh, under its own Rules of Arbitration and Conciliation as amended from time to time, by
three arbitrators appointed in accordance with these rules. The language of the arbitration shall be English. Any
award and/or final decision of the arbitrators shall include a decision on costs. Prevailing Party shall be entitled
to reasonable attorneys’ fees, costs and disbursements in addition to any other relief to which such Party may be
entitled.

13. Severability

If any provision of this Agreement is declared void or unenforceable, such provision shall be severed from this
Agreement, which shall otherwise remain in full force and effect.

14. Successors and non-assignment

Neither party hereto shall assign in wholly or in part its rights or obligations under this Agreement without the
express written consent of the other party. This Agreement shall be binding upon and shall inure to the benefit of
each of the party’s successors and permitted assigns.

15. Execution of Agreement

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original
copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same
agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission or e-mail
shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the
original Agreement for all purposes. Signatures of the parties transmitted by facsimile or e-mail shall be deemed
their original signatures for any purpose whatsoever.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the first date written above.

Httpool: _________________:
(Name of the company) (Name of the company)
(Name of representative) (Name of representative)

________________________________ ________________________________