Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of ______________ (“Effective

Date”) by and between BCW TECHNOLOGIES LTD, a limited liability company incorporated and
registered in Seychelles (company number 222636) whose registered address is at Suite 3, Global
Village, Jivan Complex, Mont Fleuri, Mahe, Seychelles (“BCW”) and
____________________________________, a limited liability company incorporated and registered in
____________ (company number ____________) whose registered address is at
_____________________________________________ (“Company”). BCW and Company may each be
referred to as a “Party” and, collectively, as the “Parties.”

IN CONSIDERATION OF the mutual agreements and other provisions of this Agreement, the Parties
agree as follows:

1. PURPOSE

The Parties intend to explore business opportunities of mutual interest and are entering this
Agreement so that each Party can disclose confidential information relating to itself and its
business to the other Party with confidence that the other Party will use such confidential
information only to evaluate such opportunities (“Purpose”) and will not use or disclose the
confidential information, except in accordance with the terms of this Agreement.

2. CONFIDENTIALITY INFORMATION

2.1. Definition of Confidential Information

“Confidential Information” means any and all technical and non-technical information provided
by one Party (such Party shall be referred to as the “Disclosing Party”) or its representatives to
another Party (such Party shall be referred to as the “Receiving Party”), whether before or after
the Effective Date, which may include without limitation information regarding: (a) patent and
patent applications; (b) trade secrets; (c) proprietary and confidential information, ideas,
techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes,
apparatuses, equipment, algorithms, software programs, software source documents, and
formulae related to the current, future, and proposed products and services of the Disclosing
Party, including without limitation the Disclosing Party’s information concerning research,
experimental work, development, prototypes, design details and specifications, engineering,
financial information, procurement requirements, purchasing, manufacturing, customer lists,
business and contractual relationships, business forecasts, sales and merchandising, marketing
plans and information the Disclosing Party provides regarding third parties; (d) any data related to
customers, investors, employees, contractors, vendors, commercial partners, or others; and (e)
all other information that the Receiving Party knew, or reasonably should have known, was the
Confidential Information of the Disclosing Party. The Confidential Information shall include all
such technical and nontechnical information of, or related to, the Disclosing Party, any of its
affiliates and any of their respective contract parties, shareholders, or personnel.

2.2. Exclusions

Confidential Information does not include any information that the Receiving Party can
demonstrate with competent evidence that such Confidential Information:

(a) was in the public domain at the time it was disclosed to the Receiving Party;

(b) entered the public domain subsequent to the time it was disclosed to the Receiving Party,
through no fault of the Receiving Party;

(c) was in the Receiving Party’s possession free of any obligation of confidence at the time it
was disclosed to the Receiving Party;

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 (d) was rightfully communicated to the Receiving Party free of any obligation of confidence
subsequent to the time it was disclosed to the Receiving Party; or

(e) was developed by employees, agents, professional advisors, or authorized

representatives of the Receiving Party who had no access to any Confidential
Information.

3. USE AND PROTECTION OF CONFIDENTIAL INFORMATION

3.1. Maintenance of Confidentiality

Subject to Clause 2.2, the Receiving Party agrees that at all times and notwithstanding any
termination or expiration of this Agreement it will hold in strict confidence and not directly or
indirectly disclose or make accessible to any third party any Confidential Information, except as
approved in writing by the Disclosing Party, and will use the Confidential Information for no
purpose other than the Purpose. In this connection, the Receiving Party will take all steps
reasonably necessary to prevent the Confidential Information from entering the public domain or
falling into the possession of unauthorized third parties, and also protect such Confidential
Information with at least the same degree of care that the Receiving Party uses to protect its own
Confidential Information, but in no case, less than reasonable care. The Receiving Party will limit
access to the Confidential Information to only those of its employees, agents, professional
advisors, or authorized representatives having a need to know and who have signed
confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at
least as restrictive as those contained in this Agreement.

3.2. Notice of Unauthorized Disclosure

The Receiving Party will immediately notify the Disclosing Party of any unauthorized use or
disclosure, or suspected unauthorized use or disclosure, of Confidential Information. If such
unauthorized use or disclosure occurs, the Receiving Party will cooperate with the Disclosing
Party to help regain control of the Confidential Information and prevent further unauthorized use
or disclosure of it.

3.3. Disclosure of Confidential Information Where Required by Law

It is not a violation of this Agreement for the Receiving Party to disclose Confidential Information
to the extent required by law, judicial or administrative order, or valid subpoena, provided that the
Receiving Party will give the Disclosing Party prompt written notice of the requirement so that the
Disclosing Party has an adequate opportunity to oppose the disclosure or take other action to
ensure the confidential handling of the disclosed information and provided that the Receiving
Party will reasonably assist the Disclosing Party, at the Disclosing Party’s expense, in seeking to
obtain such protection.

3.4. No Reverse Engineering

Unless otherwise expressly permitted in writing by the Disclosing Party, the Receiving Party will
not decompile or reverse engineer (or cause a third party to decompile or reverse engineer) any
of the Confidential Information for any purpose.

4. OWNERSHIP AND RETURN OF CONFIDENTIAL INFORMATION

4.1. No License

All Confidential Information, and all tangible embodiments of the Confidential Information
(including, without limitation, information disclosed in electronic form or held in electronic storage
media) and copies thereof shall be and remain the exclusive property of the Disclosing Party. The

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 disclosure of Confidential Information shall not transfer any right, title or interest in that
information to the Receiving Party. The Disclosing Party does not grant the Receiving Party any
express or implied rights to or under the Disclosing Party’s or any other party’s patents,
copyrights, trademarks, trade secret information or other proprietary rights. The Receiving Party
will not make, have made, use or sell for any purpose any product or other item using,
incorporating or derived from any Confidential Information.

4.2. Return or Destruction of Confidential Information

Upon the earlier of (a) the Disclosing Party’s written request or (b) termination of this Agreement,
the Receiving Party will promptly return to the Disclosing Party or destroy all Confidential
Information in any form (including summaries made by the Receiving Party or the Receiving
Party’s employees, agents, professional advisors, or authorized representatives), and will
promptly destroy any and all material or information derived from the Confidential Information,
including any copies or extracts.

5. TERM AND TERMINATION

This Agreement will terminate five (5) years after the Effective Date, or may be terminated by
either Party at any time upon 30 days’ written notice to the other Party. Each Party’s obligations
under this Agreement will survive termination of this Agreement and will be binding upon the
heirs, successors, and assigns of each Party.

6. MISCELLANEOUS

6.1. No Warranty

The Disclosing Party is providing the Confidential Information on an “as is” basis for use by the
Receiving Party at its own risk. The Disclosing Party disclaims all warranties, whether express,
implied or statutory, including without limitation any implied warranties of title, non-infringement of
third party rights, merchantability, or fitness for a particular purpose.

6.2. Injunctive Relief

Each Party agrees that disclosure of any Confidential Information in breach of this Agreement
would result in irreparable injury to the other Party and that money damages would not be
sufficient to compensate for any such harm. Each Party agrees that the other Party shall be
entitled to temporary and permanent injunctive and other equitable relief to prevent any actual or
threatened unauthorized disclosure, without the necessity of proving actual damages. Any such
relief shall be in addition to and not in lieu of any other remedies (including money damages)
available at law or equity.

6.3. No Waiver

The failure of a Party to exercise any of its rights under this Agreement shall not be deemed a
waiver thereof, nor shall such failure in any way prevent it from subsequently asserting or
exercising such rights.

6.4. Relationship

This Agreement does not create any agency, partnership or joint venture relationship between the
Parties.

6.5. No Assignment

Each Party will not assign or transfer any rights or obligations under this Agreement without the
prior written consent of the other Party and any attempted assignment, subcontract, delegation,

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 or transfer in violation of the foregoing will be null and void.

6.6. Entire Agreement and Severability

This Agreement represents the final and entire agreement between the Parties with respect to the
subject matter hereof and supersedes all prior or contemporaneous agreements, communications
and understandings of the parties, whether written or oral, express or implied. However, if any
provision of this Agreement is found to be invalid or unenforceable by a court of competent
jurisdiction, the remainder shall be enforced as fully as possible and the unenforceable provision
shall be deemed modified to the limited extent required to permit its enforcement in a manner
most closely approximating the intention of the Parties as expressed herein.

6.7. Governing Law and Dispute Resolution

This Agreement and all disputes or controversies arising out of or relating to it shall be construed,
governed, and enforced in accordance with the laws of the Republic of Seychelles without regard
to conflict of laws principles. In the event of any dispute, claim, or controversy arising out of or
relating to this Agreement (a “Dispute”), the Parties agree to first attempt to resolve the Dispute
through good faith negotiations. If the Parties are unable to resolve the Dispute within thirty (30)
calendar days of such negotiations, either Party may submit the Dispute to binding arbitration in
Hong Kong administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the
HKIAC Administered Arbitration Rules in force when the notice of arbitration for any such Dispute
is submitted. The law of this arbitration clause shall be Hong Kong law. The language of the
arbitration shall be English and the number of arbitrator(s) shall be one (1). The arbitrator(s) shall
have authority to award relief under legal or equitable principles, including interim or preliminary
relief, and to allocate responsibility for the costs of the arbitration and to award recovery of
attorney’s fees and expenses in such manner as is determined to be appropriate by the
arbitrator(s).

[Signature page to follow]

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BCW agrees to enter into this Agreement PROVIDED THAT the Company accepts the terms of this
Agreement, without modification, by signing in the space provided below.

For and on behalf of For and on behalf of

BCW Technologies Ltd.

________________________________________ ________________________________________

Name: Dwight van Diem Name:

Title: Director Title:
Email: dwight@bcw.group Email: