Nondisclosure Agreement between Global Interpreting Translation

Trading & Services (GI2T & Services) and (name of the receiving
party)

THIS NON-DISCLOSURE AGREEMENT (NDA) is entered into this day

15th
of July 2022, by and between Global Interpreting Translation Trading
& Services, G 55 Scat Urbam-Dakar, Senegal (hereinafter referred to as
(GI2T & Services); and Hollele Diop , Adress Almadies 2 Cité Yacine
Diop.
Global Interpreting Translation Trading & Services and Hollele Diop may
be referred collectively as “the Parties” and individually as “Party”.

GI2T & Services and Hollele Diop are working together for the purpose of
Interpretation and Translation Service Providing in different fields.
In order for these services to be provided and for the mutual interest of
both parties, the parties intend to disclose certain proprietary information
which may be non-public and confidential, and the Parties desire to protect
the confidentiality and non-circumvention of the information to be
disclosed, as more fully described herein.

NOW THEREFORE, in consideration of the foregoing recitals, which are

incorporated into this NDA, the promises contained herein, and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Parties agree as follows;

1. Confidential Information means all information and material about

or pertaining to the business or affaires of the Discloser which is of a
confidential or sensitive nature, is marked or denoted as being confidential
or which a reasonable person to whom that information is disclosed or to
whose knowledge that information otherwise comes, would consider
confidential.
- Confidential Information may be disclosed or obtained in tangible or
intangible form and may be communicated orally, in writing' or by any other
means. The Parties agree that failure to include a confidentiality notice on any
Confidential Information shall not cause such information to lose its
confidentiality status.
- Notwithstanding anything in this NDA, Confidential Information shall
not include information which; (a) is or becomes generally available to the
public other than as a result of a disclosure in breach of this NDA; (b) was
lawfully obtained by the Receiving Party from a source other than the
Disclosing Party; or (c) was lawfully known to the Receiving Party prior to
its disclosure.

2. Nondisclosure and Confidentiality. The Parties agree as follows:

(a) The Receiving Party shall hold the Confidential Information in
confidence using at least the same degree of care as it uses to protect its
own proprietary and confidential information, but in any event no less
than a reasonable degree of care under the circumstances.
(b)The Receiving Party shall not directly or indirectly, disclose any
Confidential Information to any third party in any manner, nor use the
Confidential Information other than for the purpose of the Services
being provided.
(c) The Receiving Party shall disclose the Confidential Information only to
third parties (i) who need to know the Confidential Information for the
purpose of the Services being provided, (ii) who are informed by the
Receiving Party of the confidential nature of the Confidential
Information and (iii) who agree to be bound by the terms and conditions
of this NDA prior to their receipt of the Confidential Information.
(d)If the Receiving Party becomes legally compelled to disclose
Confidential Information, it shall provide the Disclosing Party with
prompt notice so that this Disclosing Party shall have the opportunity to
seek a protective order or other appropriate remedy. If such protective
order or other remedy is not obtained for any reason, or the Disclosing
Party waives compliance with the provisions of this NDA in writing, the
Receiving Party shall furnish only that portion deemed legally required
and shall exercise good faith attempts to obtain assurance that such
information will be treated confidentially.

3. Term. This NDA shall commence on the effective date written above,
and shall continue in full force and effect every time both parties are tie
by a provision of Services for a third party.
4. Material includes any material containing or relating in any way to
any Confidential Information and includes all work product (oral or
written) such as documents, notes, memoranda, reports and proposals
prepared or performed by the Recipient for the purpose of the Services.

5. Permitted Purpose means the provision of the Services.

6. Services means the services that the Recipient will provide to the
Discloser pursuant to the Services Agreement.

7. Services Agreement means the agreement between the Recipient

and the Discloser to provide the Services.

8. Return of Confidential Information. A Disclosing Party may, at any

time, by written notice instruct a Receiving Party to return or destroy all
Confidential Information that has been disclosed to it. In such event, the
Receiving Party shall destroy or promptly return, as specified by the
Disclosing Party within 14 days all Confidential Information disclosed, and
all copies, extracts or other reproductions thereof, whether in tangible or
intangible form, and shall not make or retain any such Confidential
Information (or copies) in whole or part.
9. BREACH
- Notification of breach
The Recipient must notify the Discloser immediately if there is any suspected
or actual breach of this agreement by the Recipient.
- Specific performance and injunctive relief.
The Recipient acknowledge that damages may not be an adequate remedy for
the Discloser for any breach of this Agreement and that Discloser may seek
specific performance or injunctive relief as a remedy for any actual or
threatened breach, in addition to any other remedies available at law or in
equity under or independent of this Agreement.
10. GENERAL
-Preservation of Rights
The Recipient acknowledges that its rights in relation to the Confidential
Information are limited to those rights expressly contained in this Agreement
and that it does not have any proprietary or intellectual property rights in the
Confidential Information and any attempt to deal with such Confidential
Information other than in accordance with this Agreement is a breach of the
Discloser’s rights.
 -Indemnity
Without limiting the rights of the Discloser at law, the Recipient indemnifies,
and agrees to keep indemnified, the Discloser in respect of all claims, losses,
liabilities, costs and expresses of any kind directly or indirectly incurred or
suffered by the Discloser as a result of a breach of any of the Recipient’s
obligations under this Agreement
11. Entire Agreement. This Agreement and the Services Agreement
contains the entire agreement between the parties with respect to its subject
matter and supersedes any earlier conduct, prior agreement, arrangements and
understandings between the parties. To the extend that the services Agreement
also deals with the use and disclosure of Confidential Information, the terms
of this Agreement shall prevail to the extend of any inconsistency
12. Amendment. This NDA constitutes the entire agreement between the
Parties with respect to the matters herein, and may not be amended except by
a written instrument executed by the Parties.
12. Governing Law. The laws of Senegal govern this agreement. Each
party submits to the jurisdiction of courts exercising jurisdiction there and
waives any right to claim that those courts are an inconvenient forum.
13. Counterparts. This agreement may be executed in any number of
counterparts. All counterparts together will be taken to constitute one
instrument.

IN WITNESS WHEREOF, each of the Parties, intending to be legally

bound, have caused this NCNDA to be executed on the set forth above.

Signed for and on behalf of GI2T & Services Signed for and on behalf of Hollele Diop

Signature: Signature:

Name/Title: Name/Title: