CONFIDENTIAL DISCLOSURE AGREEMENT (CDA)

This agreement entered into this Monday day of 24/10/2022, Effective in the same date, by
EverestIMS and between Rawafid System Company, with its registered office located office Unit#17,
2nd Floor, Alwan center, King Abdulaziz Rd, Riyadh, Saudi Arabia holding commercial License No. CN-
1010208437 Issued by Ministry of Commerce in KSA, dated 16/6/1435H (hereinafter referred to as
‘Rawafid’) and Respective telecom Company EverestIMS with its registered office located No.759, Sree
Gururaya Mansion, South Wing, 8th Main, J.P.Nagar 3rd Phase, Bengaluru -560078, KA, IN. holding
commercial License No. U72900KA2017PTC102256 Issued By Ministry of India, dated 13/04/2017
(hereinafter referred to as “EverestIMS”) to establish the terms and conditions under which design,
technical details & data and its associated developments (hereinafter referred to as ‘PROJECT’)
whereby it is agreed as follows:

1) For the purpose of this AGREEMENT, ‘Confidential Information’ shall mean all technical, economic
or descriptive knowledge, information, drawings, data, concepts, or know how relating to the Project
which is disclosed at any one time to EverestIMS /or its personnel, directly or indirectly by Rawafid,
or on behalf of Rawafid, in writing or otherwise as well as all data derived there from, to the extent
that such knowledge and information at the time of such disclosure is not:

a) already in EverestIMS free possession prior to the earliest disclosure by or on behalf of

Rawafid, and provided that EverestIMS has the right of free and unlimited disclosure thereof;
or

b) is presently, or hereafter becomes, a part of the public knowledge or literature without default
by EverestIMS of its obligation under this Agreement.

2) TIME PERIODS.
a) The “Effective Date” of this CDA shall be Oct 24, 2022.
b) The “Disclosure Period” for disclosing Confidential Information under this CDA extends for ONE
YEAR from Effective Date, but no obligations shall arise from disclosures made thereafter unless
agreed in writing signed by the Parties.
c) The “Obligation Period” relative to non-disclosure, restricted use, and all other obligations
under this CDA shall be TEN (10) YEARS from Effective Date.
3) EverestIMS agrees to only use Confidential Information in respect of its Services in respect of the
PROJECT and its associated developments, but for no other purpose.

4) EverestIMS agrees not to disclose Confidential Information to its Affiliates* except with Rawafid
prior written consent. Any Affiliate authorized to be involved shall agree to be bound by the terms of
this CDA; and the involving Party accepts responsibility for any breach by the Affiliate involved.
*Affiliate is any company, partnership, or other entity which directly or indirectly controls or is
controlled by or is under common control with a Party having direct or indirect ownership of 50% or
more of outstanding shares of the entity, direct or indirect right to designate 50% or more of its
directors, or, in the case of any entity other than a corporation, persons exercising similar authority.

5) EverestIMS agrees not to disclose Confidential Information to any third party, unless Rawafid has
entered into a secrecy agreement with such third party and/or has authorized EverestIMS in writing
to make such disclosure of Confidential Information.
6) Nothing contained herein shall limit EverestIMS right to use any information lawfully disclosed to
EverestIMS by a third party who EverestIMS reasonably believes did not acquire information directly
or indirectly from Rawafid under an obligation of confidentiality, provided EverestIMS use of such
information is in accordance with the terms under which it is received.

7) Disclosures made to EverestIMS under this Agreement which are specific as to engineering, design
or operating conditions shall not be deemed to be within the foregoing exceptions merely because
they are embraced by more general disclosures, but only if the particular details have been disclosed.

8) In addition, two or more items of information selected from unconnected sources and pieced
together to form a combination which is a part of the Confidential Information shall not cause such
combination to fall within any of the above-cited exceptions.

9) In the event EverestIMS is required to disclose any Confidential Information by operation of law,
EverestIMS agrees to promptly notify Rawafid of such request to use all reasonable efforts to effect
commensurate protection of such information and to disclose only the minimum amount of
Confidential Information needed to legally respond to such request. EverestIMS obligation herein
shall be waived regarding any Confidential Information disclosed in compliance with this paragraph 6.

10) This Agreement shall be governed by the laws of the Kingdom of Saudi Arabia and any dispute
which cannot be resolved amicably shall be referred to the Commercial Courts in the City of Riyadh,
K.S.A.

Accepted and agreed to by the undersigned:

For and on behalf of EverestIMS Technologies Private Limited.

Signature : __________________
Name : Satish Kumar Vijayaragavan
Designation : Director, EverestIMS Technologies Private Limited.
Company Seal:

For and on behalf of Rawafid Systems Company:

Signature : __________________
Name : Abdulrahman AlShahrani
Designation : GM, Rawafid Systems Company
Company Seal: