AGREEMENT OF EXCHANGE OF INFORMATION AND CONFIDENTIALITY.

CODE:
___________________.

I. THE PARTS:
I.a. THE REPUBLIC BOLIVARIANA OF VENEZUELA, by organ of the INTERNATIONAL CENTRE OF
PRODUCTIVE INVESTMENT, represented in this act by HÉCTOR JOSÉ SILVA HERNÁNDEZ, headline
of the cédula of identity N° V.-15.644.126, in his character of PRESIDENT, according to Decree N°4.362,
of date 03 November 2020, published in Official Gazette of the Republic Bolivariana of Venezuela N°
41.999, of date 03 November 2020; from now on designated and “THE REPUBLIC”.

I.b. THE INVESTOR INTERESTED, the society ______________________________ registered in

_____________________ and resident in _______________________________, in date __ of
_________ of the year ____, represented in this act by _________, headline of the document of identity
passport of ____________, N° ___________, in his character of ______________ of the company in
Venezuela, sufficiently authorised to sign this agreement; from now on designated “THE INVESTOR
INTERESTED” or “INVESTOR INTERESTED”.

The INVESTOR INTERESTED and THE REPUBLIC will be able to be designated, individually like
“PART” and jointly like “THE PARTS”.

II. BY WHAT, of way consensual wish to establish relations and carry out conversations and, possibly
negotiations for the financing and development of_______________________.

III. They CELEBRATE this agreement of exchange of information and confidentiality (from now on the
“AGREEMENT OF CONFIDENTIALITY”) in the city of ___________, __ of __________ of ____, with the
purpose to guarantee rigorous levels of confidence and confidentiality between THE PARTS and to stipulate
the conditions under which these agree to reveal and share some confidential information, relative to the
Project _____________________________, (from now on, the “Project”). This AGREEMENT OF
CONFIDENTIALITY only will be able to be referred or mentioned in other documents quoting the number of
Code indicated in his epigraph and the date of his subscription.

IV. THE AGREEMENT OF CONFIDENTIALITY governs by the following clauses:

1. I object – The object of the present AGREEMENT OF CONFIDENTIALITY is the fixation of the terms
and conditions under which THE PARTS will keep the confidentiality of the data and information
exchanged between them and protect such information of his use and divulging no authorised .

2. Concept of confidential information – THE PARTS recognise that, in the course of his discussions,
activities, queries or negotiations related with the Project, each Part can receive some private information
and/or of property of the another Part or of a third, included, but no limited to, oral information, written,
documentary, computer, digital or photographic, of scientific character, technician, financial, legal, fiscal or
commercial; opinions, studies, analysis or reports; models and strategies of business, “know how”;
identification of clients and potential partners, or subjects or entities that manifest interest; projects and
operations of any character proposed or in phase of study, leaves of terms, reports, planes, projections of
market and data, together with the analyses and documents of work, compilations or comparisons, as
well as relative information to the judicial or referee's procedures of THE REPUBLIC or his entities in any
country, or any another private information and/or related direct or indirectly with the Project (from now on
“THE INFORMATION”). The term "INFORMATION", as it uses in the present AGREEMENT OF
CONFIDENTIALITY, also includes (i) the fact that THE INFORMATION has put to disposal of the
INVESTOR INTERESTED or of THE REPUBLIC, (ii) the fact that the discussions, conversations or
negotiations are taking place of direct or indirect form with regard to the Project and iii) any one of the
terms, conditions or other informations related direct or indirectly to the Project, including other
transactions related and the state of the same. Any Information supplied by one of THE PARTS to the
another Splits before the celebration of this AGREEMENT OF CONFIDENTIALITY will be subject to the
same treatment of confidentiality that THE available INFORMATION after the celebration of this
AGREEMENT OF CONFIDENTIALITY.

In case to exist doubt about the confidential character of a determinate Information, the same will have
to be treated like confidential until the another Part pronounce about his nature.
The own existence and content of this Agreement are also Information, by what are him of application,
equally, the here stipulated clauses .

3. Exclusions - The term "INFORMATION" as it uses in this document does not include data or information
(to) that already was known by both Parts before being transmitted of a Part to the another; or
(b) That before being spread by any of THE PARTS (i) has gone back generally known by the public
without that it have participated, neither direct neither indirectly, the another Part; (ii) has been
legitimately received by any of THE PARTS of a third without restriction in the divulging and, to
knowledge of the another Part, without that this third have broken any obligation of confidentiality that
 extends direct or indirectly to said third; (iii) has been approved for his publication by a permission written
of the another Part; or (iv) have been found independently by the Part that receives THE INFORMATION
without the use, direct or indirectly, of THE INFORMATION received of the another Part.

4. Obligation of no divulging – Each Part that receive any Information will have to keep said confidential
Information and will not spread said Information, in everything or partly, to any person that are not his
Representatives that need to know said Information in relation with the Project, except with the previous
consent and by writing of the another Part.

The Receptor will inform to his representatives of the confidential nature of THE INFORMATION and the
Receptor will demand them that they accept to be subjects to this AGREEMENT OF
CONFIDENTIALITY. The Representatives, before accessing to THE INFORMATION, will have to
express by writing that force to the terms of this AGREEMENT OF CONFIDENTIALITY, for which will
have to subscribe, separately, a statement in which they manifest unambiguously know and receive to all
the conditions and requirements of confidentiality established in this AGREEMENT OF
CONFIDENTIALITY.

The receptor of THE confidential INFORMATION will be responsible of any non -compliance of any one
of the people with those who has shared THE INFORMATION.

THE INFORMATION will be used by the receptor only in relation with the Project, and will not use of
any another way, including for profit typical of said receptor or for any another direct purpose or indirectly
hurtful for any one of THE PARTS.

It considers that the term "Representatives" includes to all person or entity that, with occasion of his
participation in discussions, activities, reviews, queries or negotiations related with the Project by
commission of any one of THE PARTS, have to have, or sure enough have, access to THE
INFORMATION, such as: lawyers or signatures of lawyers, counters or signatures of counters, workers
or personnel of any one of THE PARTS, experts, supervisors, administrators, managers, members of the
boards or organs of government of any one of THE PARTS and, in general, any another subject or entity
that, by tacit mandate or express of any of THE PARTS have or have to have total or partial access to
THE INFORMATION.

5. Obligations and Standard of protection - The fact that THE PARTS are involved in the Project will be
treated like confidential Information and THE PARTS will take all the cautions and necessary measures
to ensure the confidentiality of this Information.

THE confidential INFORMATION will be treated like confidential by THE PARTS and THE PARTS will
not owe by no means spread, in everything or partly, the content of this Information, in the terms of
this AGREEMENT OF CONFIDENTIALITY. Neither this document, neither THE CONFIDENTIAL
INFORMATION, will be admissible under any circumstance in any procedure against THE PARTS, or
against one of them.

THE CONFIDENTIAL INFORMATION will not be used or exploded for different effects to the related
with the Project and described in this AGREEMENT OF CONFIDENTIALITY. For effects of clarity, any
of THE PARTS will be able to use THE CONFIDENTIAL INFORMATION stops: (i) personal use; (ii) to
advise or assist to third in any type of transaction or (iii) carry out a commercial transaction with third.

THE PARTS will have to employ his best efforts to save and protect the confidentiality and the secret of
THE CONFIDENTIAL INFORMATION and warn his theft, manipulation no authorised, use no authorised
or access no authorised.
6. Channels for the exchange of information: THE PARTS declare that the information that have to be
him catered by the another SPLITS only will be able to be remitted by email or delivered personally to
the responsible people indicated in this clause:

If the RECEPTOR of the information is THE REPUBLIC:

Responsible person: Héctor Silva.
Physical direction: Street The Chaguaramos, Managerial Centre Mohedano, The Castellana - Caracas.
Electronic direction: presidenciaciip@protonmail.com.
telephone Number for confirmation of reception of the information: +58 412-9929543.

If the RECEPTOR of the information is THE INVESTOR INTERESTED:

Responsible person: _________.
Physical direction: ___________________________________________
electronic Direction: ________________________
Telephone number for confirmation of reception of the information: _______________.

Each PART guarantees that the email address that has catered of compliance with this clause fulfils with
the standards of necessary security for to safeguard the integrity of the information received in said
directions.

The respective accuse of receipt only will be able to be subscribed by the responsible person of SPLITS it
receptor.

7. Fulfillment of a legal process – If the Part that receives any Information has to reveal it to any
governmental agency or court of competent jurisdiction by order written, subpoena or decree, said Part
will have to notify by writing to the another Splits with promptness before the divulging so that the another
Splits can look for an order of appropriate protection and / or renounce to the fulfillment of the terms of
this AGREEMENT OF CONFIDENTIALITY.

8. Property: Return of Information – Any licence neither any another intellectual property right, is awarded
expresses or implicitly by the divulging of Information to said Part. All Information (included the tangible
copies and the versions computerised or electronic and the summaries of the same) that THE PARTS
exchange, obtained or received by any road or half, will be property of the Part that generated it and will
not be able to be appropriate on no account by the another part, except permission expresses, given by
writing by the Part that has produced it. Inside the ten (10) following days to the reception of an
application by writing, the receptor will destroy or will deliver to the provider of THE INFORMATION all the
one who has received, including all the tangible materials that contain or incorporate THE physical
INFORMATION and/or electronic received of the provider of THE INFORMATION together with copies,
reproductions and summaries of the same, and a certificate signed by the receptor that certify that all the
materials in possession of the receptor have been delivered to the provider of THE INFORMATION or
destroyed. The portion of THE INFORMATION that has been incorporated in the analyses, reports,
compilatios, comparisons, studies or other ready documents by the receptor of THE INFORMATION or his
representatives, will be retained by splits it receptor and will keep confidential as the had in this document
and will not be used for any purpose that do not have connection with the Project, or will be destroyed.

9. Terms – This AGREEMENT OF CONFIDENTIALITY will finish in (1) year from the date of his signature.
Any one of THE PARTS can terminate the exchange of Information in virtue of this AGREEMENT OF
CONFIDENTIALITY anytime by means of notification by writing to the another PART, doing specific
reference to this AGREEMENT OF CONFIDENTIALITY. In any case, however, the obligations of each
Part to keep the confidentiality of THE INFORMATION that has received under this AGREEMENT OF
CONFIDENTIALITY will continue by a period of three (3) years after terminación and afterwards will
finish; leaving to except the obligation of confidentiality of THE INFORMATION that constitute a
commercial secret or a secret of State, in accordance with the applicable legislation.

10. It does not renounce – Any fails or delay by any one of THE PARTS in the exercise of any right, can or
privilege here planned , will operate or will be able to understand like a renunciation to said right, can or
privilege. Of the same way, an only exercise, singular or partial of the rights, can or planned privilege in
this agreement will exclude the possibility to exert of complete form, complementary or even exert any
another right, can or privilege, in virtue of the present AGREEMENT OF CONFIDENTIALITY.
 11. Interpretation - THE PARTS agree that any doubt, ambiguity or relative controversy to the interpretation
of the terms, purpose or intention of this AGREEMENT OF CONFIDENTIALITY, was in relation to the
on purpose planned terms or of any no planned appearance, will be interpreted and/or resolved so that it
offer the main possible protection to THE INFORMATION supplied by the one who has it fulfilled and
guarantee him said provider the main respect by his right to the confidentiality, property of THE
INFORMATION and reputation.

This AGREEMENT OF CONFIDENTIALITY will not be able to be interpreted of form any like a
commitment or expectation of any of THE PARTS in celebrating an agreement, transaction or
document, neither for the celebration of an agreement or any class of juridical business. The
denomination “INVESTOR INTERESTED” awarded to
______________________________________________________, according to the
Headed of this AGREEMENT OF CONFIDENTIALITY, does not prejudge on such quality, neither
generates expectations in said subject concerning the celebration of an agreement, transaction,
document, agreement or any class of juridical business.

12. It amends – This AGREEMENT OF CONFIDENTIALITY can not be modified, complemented or

amended orally. Any modification will require an addendum writing and signed by both Parts.

13. Cession – Any of the Parts will be able to yield, lumber with, give in tranfers condition or transfer of any
another form, total or partially, the right or the planned obligations in this AGREEMENT OF
CONFIDENTIALITY.

14. Applicable law and jurisdiction – This AGREEMENT OF CONFIDENTIALITY will govern and will
interpret in accordance with the laws of the Republic Bolivarian of Venezuela. The controversies or
divergences that could arouse with reason of the fulfillment, non-compliance and/or the interpretation of
the present AGREEMENT OF CONFIDENTIALITY, will be subjected only and exclusively to the
jurisdiction of the Venezuelan courts.

In proof of compliance and acceptance of all the established, both Parts sign this AGREEMENT OF
CONFIDENTIALITY in two copies and to an alone effect, in the place and date up quoted .

“THE REPUBLIC”
HÉCTOR JOSÉ SILVA HERNÁNDEZ

_______________________________ __

By _____________________
________________________

_______________________________