NON-DISCLOSURE AND CONFIDENTIALITY

AGREEMENT

This agreement is made on 22 July 2022 between

(1) Montrose Court Management Limited (the “Employer”)

and

(2) Valentin Ganchev (the “Employee”)

The parties to this agreement hereby agree as follows:

1 “Confidential” Information shall mean all information, whether commercial, financial,

technical, administrative or otherwise (including, without limitation, information
concerning the Employer’s current and future products, services and initiatives, its
clients, consultancy projects, its staff, management reports, financial projects and sales
and marketing plans), either disclosed by the Employer to the Employee or otherwise
obtained by the Employee during the period of employment, which is contained in or
discernible from any form whatsoever (including, without limitation, verbal, data,
drawings, films, documents and computer readable media), whether or not that
information is marked or designated as confidential or proprietary.

“Employee” shall mean Valentin Ganchev

“Employer” shall mean Montrose Court Management Limited or any subsidiary or

associated company

2 The Employee acknowledges that the Confidential Information of the Employer includes
commercial assets, intellectual property and information of value to the Employer and
the Employee in all cases undertakes as follows:

2.1 To treat all the Confidential Information as confidential, regardless of when it

is disclosed or obtained and the form in which it is disclosed or obtained

2.1.1 Not without the Company’s prior written consent in each case to
communicate or disclose any part of the Confidential Information to
any person except

2.1.1.1 Those individuals and / or companies connected with the

Employer’s business as reasonably permitted by the
Employer for the purposes of the Employee being able to
carry out the Employer’s day to day activities.
 2.1.1.2 Where the Employee is ordered by a Court of competent
jurisdiction to do so or there is a statutory obligation to do
so.

2.2 Not to use Confidential Information acquired from the Employer in any way
which would be harmful to the Employer.

2.3 To ensure that all persons and bodies mentioned in clause 2.1.1 above are
made aware, prior to disclosure of Confidential Information, of the
confidential nature thereof, that they owe a duty of confidence to the
Company and agree to hold the Confidential Information acquired in
confidence in accordance with the terms of this agreement, and use its best
endeavours to ensure that such persons and bodies comply with such
obligations.

2.4 To effect and maintain adequate security measures to safeguard the

Confidential Information acquired from the Company from unauthorised
access, use and misappropriation.

2.5 To notify the Company promptly of any unauthorised use, copying or

disclosure of Confidential Information belonging to the Company of which
the Employee becomes aware and to provide all reasonable assistance to the
Company to terminate such unauthorised use and/or disclosure.

3 The obligations of confidentiality in Clause 2 above shall not apply to any portion of the
Confidential Information where the Employee can satisfactorily document or
demonstrate that the Confidential Information concerned

3.1 Is or has become publicly known through no fault of the Employee.

3.2 Is lawfully received from an independent third party without any restriction
and without any obligation of confidentiality.

4 All materials containing the Confidential Information of the Company, including without
limitation, computer media, documents, manuals, reports, financial data and
specifications (The Materials), shall be and remain the property of the Company. Any
copies of the Materials shall become the Company’s property.

5 Nothing contained in this agreement shall be construed as granting to or conferring on

the Employee any rights by license or otherwise, expressly or implied, for any invention,
discovery or improvement made, conceived or acquired prior to or after the date of this
Agreement relating to the Confidential Information of the Company.

6 At the Company’s request, the Employee shall promptly deliver up to the Company all
materials of the Company incorporating any of its Confidential Information and all
copies thereof.
7 The Employee shall not make or permit others to make any reference to this Agreement,
the Confidential Information of the Company or use the name of the Company in any
public announcements, promotional, marketing or sales materials or efforts without the
prior written consent of the Company.

8 Unless expressly stated in writing, the Employer does not make any representation or
warranty to the accuracy or completeness of the Confidential Information belonging to
the Employer.

9 Following termination of employment by either party and for 12 months after

employment has ended, the Employee must not solicit for employment or engagement
under any form of contract (whether verbal or written) any of the Employer's employees
or clients, of whom the Employee became aware during the period of employment or
about whom information was disclosed in relation to the day to day business activities of
the Employer.

10 No failure by the Employer in exercising any right, power or privilege under this
agreement shall constitute a waiver nor shall it in any way affect the validity or
enforceability of the whole or part of this agreement.

11 No amendment to this agreement will be effective unless agreed in writing and signed
by or on behalf of each of the parties.

This agreement shall be governed by and construed in accordance with the laws of England
and shall be subject to the non-exclusive jurisdiction of the English Courts.

Issued by Chinnu Sanjayan, HR Administrator (For Employer)

For and on behalf of Montrose Court Management Limited (The Employer)

Signed
Date 22 July 2022

Received by (Employee)
Signed
Date