v2021.12.

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NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made on _______________ YYYY (the “Effective Date”) by and

between:

(1) ____________________, a company established under the laws of _____________

and having its registered office at ________________- (“Party A”); and

(2) [Company name], a company established under the laws of [Country of

incorporation] and having its registered office at [Address of registered office],
(“Party B”).

Party A and Party B shall hereinafter be referred to individually as a “Party” and,

collectively, as the “Parties”.

WHEREAS the Parties have an interest in participating in discussions relating to

__________ (the “Transaction”), and for the purposes of the Transaction, either
Party might share information with the other that the disclosing Party considers
proprietary or confidential.

NOW, THEREFORE, the Parties agree as follows:

1. Definition of “Affiliate”. “Affiliate” means, in relation to each Party, any company or

other entity which is its holding company or subsidiary, or any subsidiary of its
holding company or which directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with, the company specified.
For the purposes of this definition the term “control” (including the terms
“controlling”, “controlled by” and “under common control with”) means the
possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise.

2. Background. As a condition to one Party (the “Disclosing Party”) and/or the

Disclosing Party’s Affiliates providing Confidential Information to the other Party (the
“Receiving Party”) and its and their respective officers, directors, partners,
members, employees, agents, consultants, advisors, attorneys, and accountants
(collectively, “Representatives”), the Receiving Party agrees (for itself and on behalf
of its Affiliates) to treat the Confidential Information in accordance with the provisions
of this Agreement and to take or abstain from taking certain other actions hereinafter
set forth.

3. Scope of Confidential Information. “Confidential Information” in relation to a Party

includes, but is not limited to, information related to that Party’s: (i) business plans,
methods, and practices; (ii) personnel, customers, and suppliers; (iii) inventions,
processes, methods, products, patent applications, and other proprietary rights; or
(iv) specifications, drawings, sketches, models, samples, tools, computer programs,
technical information, or other related information. For the avoidance of doubt,
Confidential Information also includes (a) information relating to this Agreement, (b)
information relating to discussions between the Parties on the Transaction or

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otherwise, (c) any Confidential Information disclosed by the Disclosing Party prior to
the Effective Date of this Agreement, (d) any copies, notes or records prepared by
the Receiving Party or its Representatives based on the Confidential Information and
(e) any information that the Receiving Party ought reasonably to have known to be of
a confidential or proprietary nature.

4. Obligations of confidentiality. The Receiving Party shall hold and keep secret and in
confidence any and all such Confidential Information and shall not disclose any of the
Confidential Information in any manner whatsoever, except in the following situations:

(a) With the Disclosing Party’s prior written consent;

(b) To the Receiving Party's Representatives who reasonably require access to

the Confidential Information for the purpose of assisting in the Transaction; or

(c) Where the Receiving Party is obligated or requested to disclose the

Disclosing Party’s Confidential Information as a result of a court order or by
any law, regulation, governmental or regulatory authority, provided that the
Receiving Party shall promptly notify the Disclosing Party of such obligation or
request as soon as practicable.

The Receiving Party shall protect Confidential Information using the same care and
diligence the Receiving Party uses to protect its own proprietary and confidential
information, and in any case, at least reasonable care. The Receiving Party shall
also ensure that its Representatives are informed of the proprietary and confidential
nature of Confidential Information and are required to abide by the terms of this
Agreement. The Receiving Party shall promptly notify the Disclosing Party of any
disclosure of such Confidential Information in violation of this Agreement. The
Receiving Party shall be responsible for any breach of the terms of this Agreement
by any of its Affiliates or Representatives.

5. Excluded information. The Confidential Information shall not include any information:

(a) Already in the possession of, or known to, the Receiving Party or any of its
Representatives prior to disclosure by or on behalf of the Disclosing Party,
provided that such information was not acquired in any way directly or
indirectly from the Disclosing Party and is not known to be subject to any
other duty of confidentiality owed to the Disclosing Party;

(b) Independently developed by the Receiving Party or any of its Representatives

without any reference to the Confidential Information;

(c) Disclosed to the Receiving Party or any of its Representatives by a third party
on a non-confidential basis or by a source who is not known by the Receiving
Party to be in breach of any duty of confidentiality owed to the Disclosing
Party with respect to such information; or

(d) Which is in or becomes part of the public domain through no fault of or breach
of this Agreement by the Receiving Party or its Representatives.

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6. Term and duration of obligations . This Agreement shall remain in effect until the
earlier of (i) two (2) years from the Effective Date, (ii) the entry by the Parties into a
Definitive Agreement (as defined below) or (iii) the Parties mutually agreeing in
writing to terminate this Agreement.

7. Confidential Information remains property of Disclosing Party. All Confidential

Information disclosed under this Agreement is the property of the Disclosing Party
and nothing contained in this Agreement shall be construed as granting or conferring
any license or rights to such Confidential Information on the Receiving Party. The
Receiving Party shall honor any request from the Disclosing Party to promptly return
or destroy all Confidential Information received and copies made thereof, whether in
physical or electronic form, provided that (i) the Receiving Party may retain copies of
the Confidential Information to the extent such retention is required for compliance
with applicable laws and regulations and (ii) electronic copies contained in automated
archival backup need not be destroyed if impracticable to do so (it being agreed that
such copies shall not be accessed after such return or destruction is requested).

8. No warranty on accuracy. The Receiving Party agrees that the Disclosing Party is not
making any representation or warranty, express or implied, as to the accuracy,
adequacy or correctness of the Confidential Information. Only those express
representations and warranties in a definitive written agreement to consummate the
Transaction (“Definitive Agreement”) if and when executed will have legal effect
between the Parties.

9. Injury from breach not reparable with damages. The Receiving Party agrees that the
Disclosing Party will suffer irreparable injury if its Confidential Information is made
public, released to a third party, or otherwise disclosed in breach of this Agreement
and that the Disclosing Party shall be entitled to obtain injunctive relief against a
threatened breach or continuation of any such breach.

10. No agency, etc. Nothing in this Agreement shall be construed to constitute an

agency, partnership, joint venture, or other similar relationship between the Parties.

11. Entire agreement. This Agreement contains the entire agreement between the
Parties and in no way creates an obligation for either Party to disclose information to
the other Party or to enter into any other agreement.

12. No amendment. This Agreement shall not be amended or modified except in writing
signed by both Parties.

13. Governing law. This Agreement shall be governed by and construed in accordance
with the laws of _______________.

14. Dispute resolution. All disputes, controversies or claims arising out of or in

connection with this Agreement, including any question regarding its existence,
validity or termination or the legal relationships established by the Agreement, shall
be finally settled by arbitration in accordance with the arbitration rules of the
_______________ Arbitration Centre for the time being in force, which rules are
deemed to be incorporated by reference in this clause. The arbitration shall be before

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one (1) arbitrator. The place of the arbitration shall be _____________ and the
language of the arbitration shall be English.

15. Execution in parts. This Agreement may be executed in multiple counterparts, each
of which shall constitute an original, and all of which shall constitute a single
Agreement.

***Signature page follows***

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IN WITNESS WHEREOF:

[Party A] [Party B’s legal name]

Signature: Signature:

Name: Name:

Designation: Designation:

Date: Date: