[FOR DRAFT PURPOSES ONLY]

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

between

MOTA-ENGIL, ENGENHARIA E CONSTRUÇÃO ÁFRICA, S.A

(Registration Number: PT510356435)
(“Mota-Engil”)

and

[PLEASE INSERT THE NAME OF THE OTHER PARTY]

(Registration Number: [•])
("the Company")

(collectively "the Parties" and individually “the Party”)

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1. INTRODUCTION

1.1 The Parties are exploring the possibility of entering into a commercial relationship in
respect of the following ________________ project/s:

________________________________________________________________
________________________________________________________________
__________________________________________________________

2. During the course of their discussions and/or negotiations regarding the project/s, the
Parties will disclose to one another information of a confidential nature.

3. For the purposes of this agreement, the Party disclosing Confidential Information shall be
referred to as "the Disclosing Party" and the Party receiving Confidential
Information shall be referred to as "the Receiving Party".

4. The Parties wish to record the terms and conditions upon which they are prepared to
disclose Confidential Information to one another and are entering into this
agreement to give effect thereto.

5. CONFIDENTIAL INFORMATION

For the purposes of this agreement, "Confidential Information" shall mean any
information disclosed by the Disclosing Party to the Receiving Party pursuant to this
agreement and shall include, without being limited to, all trade, commercial, financial
and investment information of the Disclosing Party of whatever nature, which–

5.1 by its nature or content is identifiable as confidential and/or proprietary to the

Disclosing Party; or

5.2 is intended, or by its nature or content could reasonably be expected to be,

confidential and/or proprietary to the Disclosing Party, as the case may be, and
includes but is not limited to –

5.2.1 information relating to the Disclosing Party’s existing and future strategic
objectives and existing and future business plans and corporate
opportunities;

5.2.2 trade secrets;

5.2.3 technical information, techniques, know-how, operating methods and

procedures;
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5.2.4 details of costs, sources of materials and customer lists (whether actual or
potential) and other information relating to existing and prospective
customers and suppliers;

5.2.5 pricing, price lists and purchasing policies;

5.2.6 computer data, programmes and source codes;

5.2.7 information contained in or constituting the hardware or software of the

Disclosing Party, including third party products and associated material;

5.2.8 information relating to the Disclosing Party's network telecommunications

services and facilities;

5.2.9 any and all methodologies, formulae and related information in developed
software and processes and other business of the Disclosing Party;

5.2.10 products, drawings, designs, plans, functional and technical requirements

and specifications;

5.2.11 intellectual property that is proprietary to the Disclosing Party or that is

proprietary to a third party and in respect of which the Disclosing Party has
rights of use or possession;

5.2.12 marketing information of whatsoever nature or kind;

5.2.13 financial information of whatsoever nature or kind;

5.2.14 information relating to any contracts to which the Disclosing Party is a party;
and

5.2.15 any information which is not readily available to, and would not otherwise be
obtained in the ordinary course of business by a third party.

6. DISCLOSURE OF CONFIDENTIAL INFORMATION

7. The Parties acknowledge that the Confidential Information is proprietary to the Disclosing
Party and that the Disclosing Party’s proprietary interest will be prejudiced if the
Receiving Party uses, exploits or directly or indirectly discloses the Confidential
Information.

7.1 In order to protect the Disclosing Party’s proprietary interest in the Confidential
Information, the Receiving Party undertakes:

7.1.1 to protect the Confidential Information disclosed to it by the Disclosing Party

in accordance with the provisions of this agreement and with no less
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protection and care than it customarily uses in preserving and safeguarding

its own confidential information;

7.1.2 not to disclose the Confidential Information to any third party, in whole or in
part, except in any of the following circumstances:

7.1.2.1 with the Disclosing Party’s prior written consent;

7.1.2.2 to its officers, employees and professional advisors and to the officers,
employees and professional advisors of its group companies and then
only on a strictly need-to-know basis; or

7.1.2.3 to the extent that such disclosure is required by any law, regulation, order of
court of competent jurisdiction or rules of a recognised Stock
Exchange on which the Receiving Party may be listed;

8. not to use or exploit any Confidential Information for any purpose whatsoever other than
for the purpose contemplated in clause 1.1, or assist any third party in using
or exploiting the Confidential Information commercially or otherwise and in
any manner whatsoever, without the prior express written consent of the
Disclosing Party.

9. The Receiving Party shall ensure that any person to whom it is permitted to disclose, and
discloses, the Confidential Information is contractually bound by a written
undertaking to maintain and protect the Confidential Information before access to
such Confidential Information is granted.

10. EXCLUDED INFORMATION

This agreement shall not apply to any Confidential Information which, at the time of
disclosure:

11. is or becomes known to the public, otherwise than pursuant to a breach of this
agreement;

12. is developed independently of the Disclosing Party by the Receiving Party without relying
on or referring in any way to the Confidential Information disclosed by the
Disclosing Party;

13. is in the possession of the Receiving Party or was known to it prior to receipt from the
Disclosing Party, provided that the source of such Confidential Information was
not subject to any agreement or duty relating to confidentiality in respect thereof;
and
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13.1 is received by the Receiving Party from a third party who owes no obligation of
confidentiality in respect of the Confidential Information and has the right to
disclose such Confidential Information.

14. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

15. The Disclosing Party, may at any time, request the Receiving Party to:

15.1.1 return any material containing, pertaining to or relating to the Confidential

Information disclosed pursuant to this agreement; or

15.1.2 destroy such material.

15.2 The Disclosing Party may, in addition, request the Receiving Party to furnish it with a
certificate stating that:

15.2.1 if returned, the Receiving Party has not retained in its possession, or under
its control, either directly or indirectly, any such material; or

15.2.2 if destroyed, that such destruction has taken place .

16. The Receiving Party shall comply with a request from the Disclosing Party in terms of this
clause 14., within 7 (seven) days of receipt of such a request.

17. REPRESENTATIONS AND WARRANTIES

The Disclosing Party does not make any representation or give any warranty as to the
accuracy or completeness of the Confidential Information disclosed to the Receiving
Party and the Disclosing Party shall accordingly not be liable to the Receiving Party with
respect thereto.

18. REMEDIES

18.1 The Receiving Party acknowledges that a breach of this agreement may cause
damage to the Disclosing Party, which damage the Disclosing Party shall be
entitled to recover from the Receiving Party together with all costs and expenses,
including legal costs on the own attorney and own client scale incurred as a result
of or in connection with such breach.

18.2 The Disclosing Party shall be entitled, in addition to all other remedies that it may be
entitled to as a matter of law, including but not limited to the right to claim
damages, to seek an interdict to prevent a breach of, or an order for specific
performance to enforce, the provisions of this agreement.
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19. NOTICES AND DOMICILIA

19.1 Each Party chooses the address set out under its name below as its domicilium
citandi et executandi at which all notices, legal processes and other
communications must be delivered for the purposes of this agreement:

19.1.1 Mota-Engil:

Physical address: 6th Floor, 32A Jellicoe Avenue West

Rosebank, Johannesburg, 2196

E-mail address: Roberto.Ferreira@mota-engil.com

Attention of: Roberto Vidal Ferreira

19.1.2 the Company:

Physical address: ________________________________

________________________________

E-mail address: ________________________________

Attention of:
________________________________

19.2 Any notice or communication required or permitted to be given in terms of this

agreement shall be in writing and delivered by hand or sent or transmitted by e-
mail.

19.3 Each Party may by written notice to the other Party change its chosen address
and/or its e-mail address to another physical address or e-mail address, provided
that the change shall become effective on the 14 th (fourteenth day) after receipt of
the notice by the addressee.

19.4 Any notice required or permitted to be given in terms of this agreement shall, unless
the contrary is proven, be deemed to have been received:

19.4.1 if delivered by hand to a Party during ordinary business hours at its chosen
physical address, on the day of delivery; or

19.4.2 if transmitted by e-mail to a Party’s chosen e-mail address, on the 1 st (first)

business day following the day on which it was sent.
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20. GENERAL

20.1 Survival

Notwithstanding the termination of this agreement for any reason whatsoever, the
Receiving Party shall continue to be bound by all of the provisions relating to
confidentiality, non-circumvention and return of information in respect of the
Confidential Information herein.

20.2 Warranty of Authority

Each Party warrants to the other Party that it has the power, authority and legal
right to sign and perform this agreement and that this agreement has been duly
authorised by all necessary actions of its trustees and/or directors and/or
members, as the case may be, and constitutes valid and binding obligations on it
in accordance with the terms of this agreement.

20.3 Governing Law and Jurisdiction

20.3.1 This agreement shall be governed by and construed in accordance with the
laws of the Republic of South Africa.

20.3.2 The Parties consent to the non-exclusive jurisdiction of the Gauteng Local
Division of the High Court of South Africa (Johannesburg).

20.4 Assignment

This agreement is personal to the Parties and shall not be assigned (whether
voluntarily or involuntarily) or otherwise transferred in whole or in part by either of
the Parties without the prior written consent of the other Party.

20.5 Whole Agreement

This agreement contains the whole agreement between the Parties as to the
subject matter hereof and no agreements representations or warranties between
the Parties, other than those set out in this agreement are binding on the Parties.

20.6 Variation

No addition to or variation, consensual cancellation or novation of this agreement

and no waiver of any right arising from this agreement or its breach or termination
shall be of any force or effect unless reduced to writing and signed by both Parties
or their duly authorised representatives.

20.7 Relaxation
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No latitude, extension of time or other indulgence which may be given or allowed

by one Party to the other Party in respect of the performance of any obligation
hereunder or enforcement of any right arising from this agreement, and no single
or partial exercise of any right by either Party shall under any circumstances be
construed to be an implied consent by such Party or operate as a waiver or a
novation of, or otherwise affect any of that Party's rights in terms of or arising from
this agreement or estop such Party from enforcing, at any time and without notice,
strict and punctual compliance with each and every provision or term of this
agreement.

20.8 Severability

All provisions of this agreement are, notwithstanding the manner in which they
have been grouped together or linked grammatically, severable from each other.
Any provision or clause of this agreement which is held by any court having
jurisdiction to be unenforceable, whether due to illegality, voidness, invalidity,
unlawfulness or for any other reason whatever, shall, in such jurisdiction only and
only to the extent that it is so unenforceable, be treated as pro non scripto and the
remaining provisions and clauses of this agreement shall remain of full force and
effect. The Parties declare that it is their intention that this agreement would be
executed without such unenforceable provision if they were aware of such
unenforceability at the time of execution hereof.

20.9 Exclusion of Electronic Signature

The reference in clauses 20.4 and 20.6 to writing and signed by a Party shall,
notwithstanding anything to the contrary in this agreement, be read and construed
as excluding any form of electronic signature.

20.10 Costs

Each Party shall bear its own costs incurred the negotiation, drafting and
conclusion of this agreement.

20.11 Counterparts

This agreement may be executed in counterparts, each of which will be deemed to

be an original and all of which together will constitute one and the same
agreement as at the date of signature of the Party last signing one of the
counterparts.
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Signed at on 2023.

for __________________________
MOTA-ENGIL, ENGENHARIA E
CONSTRUÇÃO ÁFRICA, S.A

Signed at on 2023.

for __________________________