[FOR DRAFT PURPOSES ONLY]

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

between

MOTA-ENGIL, ENGENHARIA E CONSTRUҪAO AFRICA, S.A

(Registration number: [•])
(“Mota-Engil”)

and

[PLEASE INSERT THE NAME OF THE OTHER PARTY]

(Registration number [•])
("the Company")
 1

1 DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, unless the context indicates otherwise, the following terms
shall have the meanings assigned to them and cognate expressions shall have
a corresponding meaning, namely:

Affiliate”
1.1.1 means any entity that, directly or indirectly,
controls, is controlled by, or together with any
other person is under common control of, a
Party, where control means ownership of, or
having the ability to control, directly or
indirectly, more than 50% (fifty percent) of the
voting rights, or other such equivalent rights,
including the right to appoint or remove
directors who control the majority of the votes
at a meeting of the board;

Agreement”
1.1.2 means this confidentiality and non-disclosure
agreement and Schedule 1 hereto;

Business Day”
1.1.3 means any day which is not a Saturday,
Sunday or an official public holiday in the
Republic of South Africa;

“Confidential Information”
1.1.4 means 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, relating
to:

1.1.4.1 methods of conducting business, management, costs and

related matters;

1.1.4.2 details and particulars in regard to partnerships, joint

ventures, actual and prospective
customers, suppliers, business associates
and consultants;

1.1.4.3 details and particulars in regard to assets, including

Intellectual Property, contracts and
goodwill;

1.1.4.4 marketing information, including business and product

development plans, promotional and
advertising plans, strategies, tariffs and
rates;

1.1.4.5 any information disclosed to the Disclosing Party by a third

party which is subject to an agreement or
other duty relating to the confidentiality
thereof;
 2

1.1.4.6 any other information which relates to the business of the

Disclosing Party which is not readily
available in the normal course of business
to customers or competitors of the
Disclosing Party and which may come to
the knowledge of the Receiving Party;

1.1.4.7 financial information and communications (whether written,

oral or stored in computerised, electronic,
disc, tape, microfilm or other form) relating
to the information referred to in
clauses 1.1.4.1 to 1.1.4.6 above;

1.1.4.8 the existence and contents of this Agreement;

1.1.4.9 the fact that a Project is being contemplated and/or pursued

and/or negotiated;

1.1.4.10 the status of the discussions relating to a Project;

1.1.4.11 the proposed terms of a Project; and

1.1.4.12 the fact that the Receiving Party has requested or received
Confidential Information and any other
details relating to a Project;

Disclosing Party”
1.1.5 means the Party disclosing the Confidential
Information;

Intellectual Property"
1.1.6 means any creation of the mind that is
recognised and/or capable of being protected
by law from use by any other person, whether
in terms of South African law or foreign
intellectual property law, including but not
limited to developments, improvements,
concepts, source code, methodologies,
specifications and formulae, procedures,
processes, plans, data, diagrams,
photographs, know-how, manufacturing,
marketing and production techniques and
designs, models, systems, reports,
statements, templates, software, software
tools, utilities, memoranda, reports,
engineering drawings, prototypes and
computer modelling, trade secrets,
inventions, trade marks, designs,
copyrightable works, whether registrable,
registered or the subject matter of an
application for registration or not; and all
statutory intellectual property, including all
patents, design and trade mark registrations
and copyrighted works;
 3

Parties”
1.1.7 means Mota-Engil and the Company, and
“Party” shall mean either one of them, as the
context may indicate;

Projects”
1.1.8 means any commercial projects of whatever
nature, involving power generation via coal
and/or fired gas or power transmission in
respect of high, medium and low voltage
power lines within the Territory, in respect of
which the Parties intend collaborating with
one another, including, but not limited to,
those projects set out in Schedule 1 hereto
and any other such projects as may be
identified by the Parties from time to time,
and “Project” shall have a corresponding
meaning;

“Receiving Party”
1.1.9 means the Party to whom Confidential
Information is disclosed;

Representative/s”
1.1.10 means any of the Receiving Party’s directors,
officers, employees and/or advisors;

Signature Date”
1.1.11 means the date of signature of this
Agreement by the Party last in time to do so;
and

Territory”
1.1.12 means [●].

1.2 In this Agreement, unless the context requires otherwise:

1.2.1 the singular shall include the plural and vice versa;

1.2.2 a reference to natural persons shall include created entities (corporate or

unincorporated) and vice versa;

1.2.3 words importing any one gender shall include the other genders;

1.2.4 the clause headings in this Agreement have been inserted for
convenience only and shall not be taken into account in its interpretation;

1.2.5 where any term is defined within the context of any particular clause in this
Agreement, such term shall, unless it is clear from the clause in question
that the term so defined has limited application to that clause, bear the
meaning ascribed to it for all purposes in terms of this Agreement,
notwithstanding that the term has not been defined in clause 1.1;

1.2.6 any reference to days (other than a reference to Business Days) or years
shall be a reference to calendar days or years, as the case may be;
 4

1.2.7 where any number of days is prescribed, the days shall be reckoned
exclusively of the first and inclusively of the last day unless the last day
falls on a day which is not a Business Day, in which case the day shall be
the next succeeding Business Day;

1.2.8 if any provision in a definition is a substantive provision conferring rights or

imposing obligations on either Party, effect shall be given to it as if it were
a substantive clause in the body of this Agreement, notwithstanding that it
is contained in a definition clause; and

1.2.9 11the rule of construction that a contract shall be interpreted against the
Party responsible for the drafting or preparation of the contract, shall not
apply to the interpretation of this Agreement.

2 BACKGROUND

2.1 The Parties wish to enter into discussions and/or engage in negotiations with a
view to collaborating with one another in relation to Projects.

2.2 During the course of their discussions and/or negotiations, the Parties will
disclose Confidential Information to each other for the purpose of reviewing and
considering each Project.

2.3 The Confidential Information is not readily available to, and would not otherwise
be obtained in the ordinary course of business by a third party.

2.4 Accordingly, the Parties have undertaken to maintain the confidentiality of the
Confidential Information and are entering into this Agreement to give effect
thereto.

3 CONFIDENTIALITY

3.1 The Receiving Party acknowledges that the Disclosing Party's proprietary
interest in the Confidential Information will be prejudiced if the Receiving Party
uses, exploits or directly or indirectly discloses the Confidential Information to
third parties.

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

3.2.1 to keep all Confidential Information disclosed to it (whether orally, in

written form, electronically or in any other manner) strictly confidential;

3.2.2 to protect the Confidential Information disclosed to it by the Disclosing

Party in accordance with the provisions of this Agreement and with no less
 5

protection and care than it customarily uses in preserving and

safeguarding its own confidential information;

3.2.3 to advise the Disclosing Party immediately if it is aware or suspects that

the security of the Confidential Information has been or may be
compromised in any way;

3.2.4 not to use the Confidential Information other than for the purpose of
evaluating the Projects;

3.2.5 not to assist any third party in using or exploiting the Confidential
Information commercially or otherwise and in any manner whatsoever,
without the prior written consent of the Disclosing Party, in which case the
provisions of clause 3.3 shall apply;

3.2.6 not to reproduce, copy, disclose, disseminate and/or transfer to any third
party, in whole or in part, any of the Confidential Information except in the
following circumstances:

3.2.6.1 with the Disclosing Party's prior written consent; or

3.2.6.2 subject to clause 3.3, to Representatives who are required in the

course of their duties to receive and consider the Confidential
Information for the purpose of the Projects; or

3.2.6.3 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.

3.3 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.

4 EXCLUSIONS

This Agreement shall not apply to Confidential Information which, at the time of
disclosure, is:

4.1 within the public domain otherwise than by reason of a breach of this Agreement
or any other unlawful act or omission on the part of the Receiving Party; or

4.2 or has been independently received by the Receiving Party and/or any
Representatives from a third party who owes no obligation of confidentiality in
respect of the information and has the right to disclose such information; or
 6

4.3 in the possession of the Receiving Party and/or any Representatives or was
known to it prior to receipt from the Disclosing Party, provided that the source of
such information was not subject to any agreement or duty relating to
confidentiality in respect thereof.

5 NON-SOLICITATION

Each Party undertakes in favour of the other Party that it shall not, and shall procure
that its Affiliates shall not, for the duration of this Agreement and for a period of 2 (two)
years thereafter, directly or indirectly, whether alone or in partnership or in any other
capacity, solicit, employ or enter into a consulting relationship with any employees,
directors or consultants of the other Party or any of its Affiliates or induce any
employees, directors or consultants to terminate, alter or modify their employment or
contractual relationship with the other Party.

6 RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

6.1 The Receiving Party hereby undertakes that, in the event of any Project not
being given effect to for any reason, it shall, within 30 (thirty) Business Days
following a written request from the Disclosing Party to do so, return to the
Disclosing Party or destroy all Confidential Information in whatever format it may
exist, that has been disclosed to the Receiving Party or its Representatives
pursuant to the discussions and/or negotiations in respect of such Project.

6.2 The Receiving Party shall, within the aforesaid 30 (thirty) Business Day period,
certify to the Disclosing Party, in writing, that it has complied with its obligations
in terms of clause 6.1.

7 NO REPRESENTATIONS OR 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.

8 PROCESS FOR IDENTIFICATION OF PROJECTS

8.1 Each Party shall endeavor to identify and assess potential Projects in the
Territory with a view to collaborating on such Projects with the other Party.

8.2 Each Party shall, as soon as it becomes aware of a potential Project, advise the
other Party of such fact in writing, and in such notice shall furnish to the other
Party all such information as may be available to it in regard to the potential
Project.
 7

8.3 If the other Party determines that it wishes to collaborate with the Party on the
potential Project, it shall, within 60 (sixty) Business Days of receipt of the notice
referred to in clause 8.2, notify the Party of its intention to proceed with the
potential Project in writing.

9 EXCLUSIVITY

9.1 The Company hereby undertakes that, for a period of 3 (three) months from the
date of receipt of a notice referred to in clause 8.3, it shall not, and will procure
that its Representatives, officers, directors, employees, representatives and
agents shall not:

9.1.1 solicit, invite or entertain any offers from any third party in regard to;

9.1.2 enter into or conclude, or allow, cause or suffer any third party to enter into
any discussions, negotiations or understandings in regard to; or

9.1.3 conclude any agreement with any third party pertaining to,

the Project concerned.

9.2 Nothing contained in clause 9.1 shall be construed as precluding either Party

from undertaking or pursuing any Projects on which the other Party elects not to
collaborate.

10 REMEDIES

10.1 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.

10.2 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, the Disclosing Party shall
be entitled to seek an interdict to prevent a breach of, or an order for specific
performance to enforce, the provisions of this Agreement.

11 NOTICES AND DOMICILIA

11.1 Each Party chooses the address set out opposite 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:

11.1.1 Mota-Engil: Oxford Corner

 8

8th Floor,
32A Jellicoe Avenue West
Rosebank
Johannesburg

E-mail: [•]
[Marked for the attention of:[•]]

11.1.2 the Company [•]

E-mail: [•]
[Marked for the attention of:[•]]

11.2 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.

11.3 Each Party may, by written notice to the other, 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 10th (tenth) Business
Day after receipt of the notice by the addressee.

11.4 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:

11.4.1 if delivered by hand to a Party during ordinary business hours at its

chosen physical address, on the date of delivery; or

11.4.2 if transmitted by e-mail to a Party’s chosen e-mail address, on the 1st

(first) Business Day following the day on which it was sent.

12 GENERAL

12.1 Status

The Parties acknowledge and agree that:

12.1.1 this Agreement does not constitute the agreement(s) necessary to give
effect to any Project; and

12.1.2 no provision of this Agreement shall be construed as a commitment or

binding obligation on the part of either Party to proceed with any Project.
 9

12.2 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.

12.3 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.

12.4 Governing Law and Jurisdiction

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

12.5 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.

12.6 Whole Agreement

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

12.7 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.

12.8 Relaxation

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,
 10

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.

12.9 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.

12.10 Exclusion of Electronic Signature

The reference in clauses 12.5 and 12.7 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.

12.11 Costs

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

12.12 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.
 11

SIGNED at on 2023

For: MOTA-ENGIL, ENGENHARIA E

CONSTRUҪAO AFRICA, S.A

________________________________
Signatory:
Capacity:
Authority:

SIGNED at on 2023

For: [•]

_______________________________
Signatory:
Capacity:
Authority:
 12

SCHEDULE 1

LIST OF PROJECTS AS AT THE SIGNATURE DATE

PROJECT PROJECT TENDER NO. DATE OF APPROVAL SIGNATURE OF

NAME LOCATION (IF OF INDENTIFICATION PARTIES
APPLICABLE) AND ASSESSMENT
REPORT

MOTA-ENGIL

THE COMPANY

MOTA-ENGIL

THE COMPANY

MOTA-ENGIL

THE COMPANY

MOTA-ENGIL

THE COMPANY

MOTA-ENGIL

THE COMPANY

MOTA-ENGIL

THE COMPANY