CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

DARTCOM SA (PTY) LTD

Registration Number: 2012/039346/07

And

EV Associated Services (Pty) Ltd

Registration Number: 2020/14476/07

CONFIDENTIALITY AND NON-DISCLOSURE 1

 CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

BETWEEN

DARTCOM SA (PTY) LTD, Registration Number: 2012/039346/07, a private company

duly registered in accordance with the laws of the Republic of South Africa, having its
principal office at Twenty One Industrial Estate, 6 Padstone Street, Sterkfontein X9,
Olifantsfontein, 1666, Gauteng, South Africa (“DARTCOM”);

AND

EV Associated Services (Pty) Ltd , Registration Number: 2020/14476/07 a private

company duly registered in accordance with the laws of the Republic of South Africa,
having its principal office at 2nd Floor , 21 Aurora Drive, Umhlanga Rocks , Durban,
Kwa-Zulu Natal 4001.

(Jointly referred to as “the Parties”)

CONFIDENTIALITY AND NON-DISCLOSURE 2

PREAMBLE

Whereas Dartcom and EV Associated Services (Pty) Ltd intend to enter into
discussions for the purposes of exploring the feasibility and possibility of entering into a
strategic alliance in terms whereof the Parties will inter alia:
• For the use of their services, to service their respective customers and to make
the Parties services available to enable either party to be in a position to provide
services in different countries (“the Purpose”).
• During the deliberations, the Parties will disclose to each other certain
confidential and proprietary information (confidential information, as defined
below).
• The Parties agree that it is entirely reasonable to enter into this Confidentiality
and Non-Disclosure Agreement, which agreement is intended to regulate the
safekeeping, dissemination and partial disclosure of the confidential information
on the terms and conditions set forth herein.
• The Parties agree to treat their discussions with absolute confidence and not to
divulge the facts or content of such discussions, save to the limit and extent as
may be provided for in this Agreement.

Each Party agrees that it will not disclose nor use any Confidential Information,
disclosed to it by the other Party.

WHEREBY THE PARTIES AGREE AS FOLLOW:

1. INTERPRETATION

In this Agreement –

1.1 Clause headings are for convenience and are not to be used in its interpretation;

1.2 Unless the context indicates a contrary intention –

1.2.1 An expression, which denotes –
1.2.1.1 any gender includes the other genders;
1.2.1.2 a natural person includes a juristic person and vice versa;
1.2.1.3 the singular includes the plural and vice versa;

CONFIDENTIALITY AND NON-DISCLOSURE 3

1.3 The following expressions bear the meanings assigned to them below and
cognate expressions bear corresponding meanings:
1.3.1 “Confidential information” means, without limiting the generality of the
term:
1.3.1.1 information relating to the disclosing party’s strategic objectives and planning
for both its existing and future needs;
1.3.1.2 information relating to the disclosing party’s business activities, business
relationships, products, services, customers and clients;
1.3.1.3 information contained in the disclosing party’s software and associated
material documentation;
1.3.1.4 technical, scientific, commercial, financial and market information, know-how
and trade secrets;
1.3.1.5 data concerning business relationships, architectural information,
demonstrations, processes and machinery;
1.3.1.6 plans, designs, drawings, configurations, functional and technical
requirements, and specifications; and
1.3.1.7 information concerning faults or defects in the disclosing party’s systems,
hardware and / or software or the incidence of such faults or defects;
but excluding information or data which:
1.3.1.7.1 is contained in or relating to any customer’s Request for Information, Bid or
Tender;
1.3.1.7.2 is lawfully in the public domain at the time of disclosure to the receiving
party; subsequently becomes lawfully part of the public domain by
publication or otherwise;
1.3.1.7.3 is independently arrived at or developed by the receiving party separate and
independent from the disclosure made by the disclosing party; or
1.3.1.7.4 is disclosed by the receiving party to satisfy the order of the court of
competent jurisdiction or to comply with the provisions of any law or
regulation in force from time to time; provided that in these circumstances,
the receiving party shall advise the disclosing party to take whatever steps it
deems necessary to protect its interest in this regard; provided further that
the receiving party will disclose only that portion of the information which it
is legally required to disclose and the receiving party will use its reasonable
endeavours to protect the confidentiality of such information to the widest
extent possible in the circumstances, Provided that the onus shall at all
times rest on the receiving party to establish that such information falls
within the exceptions contained in clauses 1.3.1.7.1 to 1.3.1.7.4 and

CONFIDENTIALITY AND NON-DISCLOSURE 4

 provided further that information disclosed in terms of this Agreement will
not be deemed to be within the foregoing exceptions merely because such
information is embraced by more general information in the public domain
or in a party’s possession. Any combination of features will not be deemed
to be within the foregoing exceptions merely because individual features are
in the public domain or in a party’s possession, but only if the combination
itself and its principle of operation are in the public domain or in a party’s
possession.

1.3.2 “Data Subject” shall have the meaning ascribed to it in Chapter 1 of POPI;
1.3.3 “Personal Information” shall have the meaning ascribed to it in Chapter 1 of
POPI;
1.3.4 “POPI” means the Protection of Personal Information Act, No 4 of 2013, as
amended from time to time, including any regulations and/or code of conduct
made under the Act;
1.3.5 “Privacy and Data Protection Conditions” shall mean the 8 (EIGHT)
statutory prescribed conditions for the lawful Processing of Personal Information
which is entered into entered into a Record and such conditions are listed in
Section 4(1) of POPI and are dealt with in detail in Part A of Chapter 3 of POPI;
1.3.6 “Processing” shall have the meaning ascribed to it in Chapter 1 of POPI;
1.3.7 “Record” shall have the meaning ascribed to it in Chapter 1 of POPI;
1.3.8 “The disclosing party” means any party who discloses information to the
other party;
1.3.9 “The parties” means the parties to this Agreement;
1.3.10 “The receiving party” means any party who receives or acquires the
confidential information of any other party under any circumstances
whatsoever.

1.4 Words and expressions defined in any clause shall, for the purposes of that
clause, bear the meaning assigned to such words and expressions in such
clause.

2. RESTRICTIONS ON DISCLOSURE AND USE

2.1 The parties agree, insofar as any party may be the receiving party–

CONFIDENTIALITY AND NON-DISCLOSURE 5

2.1.1 not to disclose, publish, utilize, employ, exploit or in any manner whatsoever
use the confidential information in any manner, for any reason or purpose
whatsoever without the prior written consent of the disclosing party, which
consent may be withheld in the sole and absolute discretion of the disclosing
party;
2.1.2 they will restrict the dissemination of the confidential information to only those
of their personnel who are actively involved in providing services for and on
behalf of the other party, and then only on a “need to know” basis and they will
initiate internal security procedures reasonably acceptable to each other to
prevent unauthorized disclosure and will take all practical steps to impress upon
those personnel who need to be given access to confidential information, the
secret and confidential nature thereof;
2.1.3 that any unauthorized publication or other disclosure of the confidential
information may cause irreparable loss, harm and damage to the disclosing
party. Accordingly, the receiving party hereby indemnifies and holds the
disclosing party harmless against any loss, action, expense, claim, harm or
damage of whatsoever nature suffered or sustained by the disclosing party
pursuant to a breach by the receiving party of the provisions of this Agreement.

3. TITLE

All information disclosed by the disclosing party to the receiving party is acknowledged
by the receiving party:

3.1 to be proprietary to the disclosing party; and

3.2 not to confer any rights of whatsoever nature in such confidential information to
the receiving party.

4. STANDARD OF CARE

The receiving party shall protect the confidential information of the disclosing party in
the same manner and with the same endeavour, which a reasonable man would use to
protect his own confidential information. Should the receiving party become aware of
any unauthorized copying, disclosure or use of confidential information, it shall
immediately notify the disclosing party thereof in writing and, without in any way
detracting from the disclosing party’s rights and remedies in terms of this Agreement,
take such steps as may be necessary to prevent a recurrence thereof.

CONFIDENTIALITY AND NON-DISCLOSURE 6

5. RETURN OF INFORMATION

5.1 The disclosing party may at any time request the receiving party to return any
material containing, pertaining to, or relating to the confidential information and may,
in addition, request the receiving party to furnish a written statement to the effect that
upon such return, the receiving party has not retained in its possession, or under its
control, either directly or indirectly, any such material.
5.2 Alternatively to clause 5.1, the receiving party shall, at the instance of the
disclosing party, destroy such material and furnish the disclosing party with a written
statement to the effect that such material has been destroyed.

5.3 The receiving party shall comply with a request in terms of this clause 5 within 3
(three) days of receipt of such request.

6. NON-SOLICITATION

Neither party will, for the duration of the investigation or formalization of a possible
commercial relationship between them or for a period of 12 (twelve) months thereafter,
without the prior written consent of the other party, make any offer of employment,
employ or engage any of the other party’s consultants, officers or employees who are
directly involved in the investigation or formalization of a possible commercial
relationship between Parties.

7. RELATIONSHIP OF PARTIES IN TERMS OF NON-CIRCUMVENTION

7.1 The Parties acknowledge and declare that they have a common interest in
promoting the potential business engagement to the exclusion of other parties.
Consequently, the Parties undertake not to circumvent or bypass any party in
respect of any transaction which may emanate between the Parties hereto.
7.2 In all respects the Parties acknowledge and agree that the appropriate protocol is
for the parties to work through each other on a right of first refusal basis, failing
which express written consent must be provided by the Party declining their right.
7.3 Wherever possible, all communications between the Parties relating to the
execution and payment in terms of the potential business engagement shall be
copied to the other Party.

CONFIDENTIALITY AND NON-DISCLOSURE 7

7.4 The parties agree to protect the Confidential Information using not less than the
same standard of care that would be applied to their own proprietary, secret or
Confidential Information and that the Confidential Information shall be stored and
disclosed in such a way as to prevent unauthorised disclosure.
7.5 This agreement does not constitute nor can be deemed to constitute a partnership
or an employment relationship between the Parties hereto.
7.6 The Receiving Party undertakes in favour of the Disclosing Party that it will ensure
that –
7.6.1 no Confidential Information will be used to gain a competitive
advantage over the disclosing party; and
7.6.2 no Confidential Information shall be used by the Receiving Party, or
any of its Affiliates, to establish or enhance any relationship of
whatsoever nature with the Disclosing Party’s customers, clients,
suppliers, wholesalers, contractors, service providers, advisors
and/or other person or entity integral in the business of the
Disclosing Party or in relation to the Purpose.

8. APPLICABLE LAW

This Agreement will be governed by and construed in accordance with the law of the
Republic of South Africa and all disputes, actions and other matters relating thereto will
be determined in accordance with such law.

9. ASSIGNMENT

Neither Party may assign or otherwise transfer any of its rights or obligations (in whole
or in part) in terms of this Agreement without the prior written consent of the other
Party.

10. NOTICES AND DOMICILIUM

10.1 The parties hereto select as their respective domicilia citandi et executandi the
following physical addresses, and for the purposes of giving or sending any notice
provided for or required hereunder, the following:
Dartcom SA (Pty) Ltd: Attention – Mr Brett Emlyn Nash
Twenty One Industrial Estate
6 Padstone Street

CONFIDENTIALITY AND NON-DISCLOSURE 8

 Sterkfontein X9
Olifantsfontein, 1666
Gauteng, South Africa

Private Bag x116

Centurion, 0046

Tel: +27 12 345 7530

Email: brett.nash@dartcom.co.za

EV Associated Services (Pty) Ltd

2nd Floor , 21 Aurora Drive,
Umhlanga Rocks , Durban,
Kwa-Zulu Natal
4001.

Tel: 032 946 0346

Email: kya.q@evadvisory.co.za
or such other address. telefax number or email address as may be substituted
by notice given as herein required.

10.2 Any notice addressed to a party at its physical or postal address shall be sent by
prepaid registered post, or delivered by hand, or sent by telefax. Any notice shall
be deemed to have been given:

10.2.1 if posted by prepaid registered post, 10 (ten) days after the date
of posting thereof;

10.2.2 if hand delivered, on the day of delivery;

10.2.3 if sent by telefax on the date of sending of such telefax, provided

that such notice shall be confirmed either by hand or by prepaid registered
post on the date of dispatch of such telefax, or, should no postal facilities be
available on that date, on the next business day; or

CONFIDENTIALITY AND NON-DISCLOSURE 9

 10.2.4 if sent by electronic mail when the complete data message enters
an information system designed or used for that purpose by the receiving
party and is capable of being retrieved and processed by the receiving party.

11. WAIVER

No waiver of any of the terms and conditions of this Agreement will be binding or
effectual for any purpose unless expressed in writing and signed by the party giving the
same, and any such waiver will be effective only in the specific instance and for the
purpose given. No failure or delay on the part of any party in exercising any right,
power or privilege hereunder will operate as a waiver thereof, nor will any single or
partial exercise of any right, power or privilege preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.

12. COSTS

Each party shall bear and pay its own costs of or incidental to the drafting, preparation
and execution of this Agreement.

13. VISITS

In the event of one party visiting any of the facilities of the other party, the visiting
party undertakes that any further information which may come to its knowledge as a
result of any such visit, and any information relating to plant and equipment which may
be seen at such facilities, in masses of operation thereof and the various applications
thereof, shall be kept strictly confidential and that no such information will be divulged
to any third party and will not be made use of in any way other than for the purposes
contemplated in this Agreement, without the other party’s prior written consent.

14. SEVERABILTIY

In the event that any of the terms of this Agreement are found to be invalid, unlawful
or unenforceable, such terms will be severable from the remaining terms, which will
continue to be valid and enforceable.

CONFIDENTIALITY AND NON-DISCLOSURE 10

 15. DURATION

Both Parties’ obligations in terms of this agreement will survive the completion or
termination of this agreement or any other agreement between the parties.

16. BREACH AND DISPUTE

16.1 In the event of a breach or threatened breach by either party of any of the
provisions of this Agreement (the “breaching party”), the other party shall be
entitled to injunctive, protective or other appropriate relief in any court of
competent jurisdiction restraining the breaching party from breaching the terms
hereof or from disclosing any confidential information to any person.

16.2 Nothing contained herein shall be construed as prohibiting the other party from
pursuing any other remedies available to it, either at law or in equity, for such
breach or threatened breach, including recovery of liquidated damages.

17. PROTECTION OF PERSONAL INFORMATION

17.1 The Parties to the Agreement shall fully comply with the statutory obligations
contained in POPI, with which the Parties warrant that they are fully conversant
with at Signature Date, when Processing Personal Information obtained by the
Responsible Party and such Personal Information is entered into a Record. Without
limiting the generality of the aforesaid the Responsible Party shall ensure that the
Privacy and Data Protection Conditions are strictly adhered to when Processing the
Data Subject’s Personal Information.

18. WHOLE AGREEMENT

18.1 This Agreement constitutes the whole of the Agreement between the parties
relating to the subject matter hereof and save as otherwise provided herein no
amendment, alteration, addition, variation or consensual cancellation will be of any
force or effect unless reduced to writing and signed by the parties or their duly
authorized representatives.

18.2 Subject to clause 18.1, the parties agree that no other terms or conditions,
whether oral or written, and whether express or implied will apply hereto.

CONFIDENTIALITY AND NON-DISCLOSURE 11

In Witness Whereof, the Parties have caused this Agreement to be executed by and
through their duly authorized representatives.

Signed at __________________on this _________day of _______________20

_________________ ________________ ___________________

Name Signature Designation
Duly authorized representative
on behalf of Dartcom SA (Pty) Ltd

WITNESS:

________________________ __________________________
(Print name in block letters) (Signature)

WITNESS:

________________________ __________________________
(Print name in block letters) (Signature)

Signed at Durban
on this 17th
of March
20 22

______________
Mr Khaya Qwabe __________________
Director

Name Signature Designation

Duly authorized representative

on behalf of

WITNESSES:

1. ________________________
Mr Tshepo Mhlanga __________________________
(Print name in block letters) (Signature)

2. ________________________
Mr Bongani Ntuli __________________________
(Print name in block letters) (Signature)

CONFIDENTIALITY AND NON-DISCLOSURE 12