Non-Disclosure Agreement

This agreement is dated…

Between

A) Future Native Holding LTD a company incorporated in the USA, State of Delaware with
registered number
which
expression shall mean and include its parent, affiliates, subsidiaries, and assigns); and

(Each a Party and together the Parties).

Meanings

1. These words and phrases have defined meanings.

Agreement This confidentiality agreement and any amendments from time to time;
Confidential Any information disclosed by or on behalf of the Disclosing Party (as defined below)
Information to the Receiving Party (as defined below) during the Term that at the time of
disclosure (whether in writing, electronic or digital form, verbally or by inspection of
documents, computer systems or sites or pursuant to discussions or by any other
means or other forms and whether directly or indirectly) is confidential in nature or
may reasonably be considered to be commercially sensitive, and which relates to the
business, the Purpose and affairs of the Disclosing Party including but not limited to:
(a) all Intellectual Property Rights of the Disclosing Party and (b) all analyses,
compilations, studies and other documents prepared by the Receiving Party or a
third party which contain or otherwise reflect or are generated from the information
referred to above;
Disclosing Party Future Native Holding
Effective Date The date of this Agreement;
Intellectual Property All trade and service marks, registered and unregistered design rights, all design right
Rights applications, patents, copyrights, database rights and rights in know-how,
confidential information and inventions and other intellectual property rights of a
similar or corresponding character whenever and however arising and all renewals
and extensions of such rights which may now or in the future subsist;
Permitted Purpose The information is shared for the purposes of a collaboration which includes but is
not limited to the design, construction, marketing and exploitation of eco-friendly
accommodation;
Receiving Party The Party to this Agreement which receives or obtains directly or indirectly
information from Future Native Holding
Term The term of this Agreement;
Working Day Any day other than a Saturday, Sunday

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2. In this Agreement, unless the context requires a different interpretation.

a) The singular includes the plural and vice versa.

b) References to sub-clauses, clauses, schedules or appendices are to sub-clauses,

clauses, schedules or appendices of this Agreement.

c) A reference to a person includes firms, companies, government entities, trusts and

partnerships.

d) “Including” is understood to mean ‘including without limitation’.

e) Reference to any statutory provision includes any modification or amendment of it.

f) The headings and sub-headings do not form part of this Agreement.

Obligations in relation to Confidential Information

3. In consideration of the disclosure to it of Confidential Information by the Disclosing
Party, the Receiving Party agrees and undertakes that it will, subject to the provisions
of Clause 4:

a) keep the Confidential Information secret and confidential and take all security
precautions for the safekeeping of the Confidential Information.

b) not use the whole or any part of the Confidential Information directly or indirectly
for any purposes other than the Permitted Purpose without the express written
consent of the Disclosing Party.

c) use a reasonable degree of care to protect the Confidential Information in a secure

manner to ensure that no unauthorized party may gain access to the Confidential
Information.

d) establish and maintain adequate security measures (including ones proposed by the
Disclosing Party) to safeguard Confidential Information from unauthorized access.

Permitted disclosures.
4. A Receiving Party may disclose Confidential Information to its employees, professional
advisors, agents and sub-contractors (each a “Permitted Disclosure”) provided that
the Permitted Disclosure has been authorized by the Disclosing Party with prior
written consent.

a) Is necessary in order for the representatives access the Confidential Information for

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 the performance of their duties in relation to the Permitted Purpose

b) Those representatives of the Receiving Party are bound by a written agreement or

professional obligation to protect the confidentiality of the Confidential
Information which it receives from the Receiving Party.

c) A record is kept of these representatives and any documents or any

communicationsthat the representative has been privy to.

Ownership of confidential information

5. The Confidential Information and all Intellectual Property Rights contained in it will
remain the property of the Disclosing Party and the disclosure of the Confidential
Information will not give the Receiving Party any rights in any of the Confidential
Information.

a) The Receiving Party acknowledges that the Confidential Information, and the
media and tangible property recording it, is the absolute property of the
Disclosing Party or the originator of such Confidential Information (as
applicable).
b) This Agreement shall not operate as an assignment or license to the Receiving
Party of any patents, copyrights, registered designs, unregistered designs,
trademarks, trade names or other rights of the Disclosing Party as may subsist
in or be contained in or reproduced in the Confidential Information and the
Receiving Party shall not, nor shall any persons on its behalf, apply for any
patent, or registration of any trademark or design or any other intellectual
property right, in respect of the Confidential Information or any part thereof.
c) The Receiving Party shall, on request by the Disclosing Party at any time, return
to the Disclosing Party the Confidential Information including any copies,
notes, drawings or recordings made of the Confidential Information (or, where
applicable and if the Disclosing Party so requests, the Receiving Party shall
destroy or erase the same) and shall promptly confirm in writing that such a
request has been carried out.

Exceptions to non-disclosure and confidentiality

6. The obligations of confidentiality set out in this Agreement will not apply to any
information which:

a) Is public knowledge or is already known to, or in the possession of, the Receiving
Party at the time of its disclosure by the Disclosing Party and is not subject to any
obligation of confidentiality.

b) Is, or becomes through no wrongful act or default of the Receiving Party, public
knowledge.

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 c) Is received from a third party in circumstances where the Receiving Party has no
reason to believe that there has been a breach of a duty of confidence.

d) Is required to be disclosed by law or the rules of any court or other body of

competent jurisdiction, any government or regulatory body or any recognized
investment exchange.

Term and return of Confidential Information

7) This Agreement will come into force on the Effective Date and will continue in force
until notice is given in writing to the other party. The obligations of the Recipient shall,
in relation to the Purpose, continue for a period of two years from the termination of
this agreement.

8) On termination of this Agreement or on demand by the Disclosing Party, the Receiving

Party will immediately stop using all Confidential Information, return all Confidential
Information to the Disclosing Party and provide a certificate to the Disclosing Party
certifying that no copies of the Confidential Information have been made or retained.

9) Termination of this Agreement shall not affect the Disclosing Party’s entitlement to
any accrued rights or remedies.

Non-Circumvention
10) At any time prior to the expiration of 5 years from the date of this agreement, it is
expressly agreed that the identities of any individual or entity and any other third
parties (including, without limitation, suppliers, customers, financial sources,
manufacturers and consultants) discussed and made available by the Disclosing Party
in respect of the Purpose and any related business opportunity shall constitute
Confidential Information and the Recipient or an associated entity or individual shall
not, (without prior written consent from the Disclosing Party):

a) Directly or indirectly initiate, solicit, negotiate, contract or enter into any business
transactions, agreements or undertaking with any such third party identified or
introduced by the Disclosing Party; or

b) Seek to by-pass, compete, avoid, or circumvent the Disclosing Party in respect of

any business opportunity that relates to the Purpose by utilizing any Confidential
Information or by otherwise attempting to exploit or deriving benefit from the
Confidential Information.

Remedies
11) Both Parties acknowledge that damages alone would not constitute an adequate

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 remedy for any breach by the Receiving Party of this Agreement.

12) The Recipient shall indemnify and keep fully indemnified the Disclosing Party against
all liabilities, costs (including legal costs on an indemnity), expenses, damages and
losses (including direct, indirect or consequential loss of profits and or reputation and
all other reasonable costs suffered) arising from any breach of this agreement by the
Recipient or a representative of the Recipient.

13) The Disclosing Party shall, without prejudice to any and all other rights and remedies
which may be available, be entitled to the remedies of injunction, specific
performance and other equitable relief for any breach of this Agreement by the other
Party actual or threatened.

Limitation of Liability
14) The Disclosing Party warrants to the other that it has the right to disclose its
Confidential Information to the Receiving Party and to authorize the Recipient to use
such Confidential Information for the intended Purpose.

15) Subject to the above, neither Party, nor any of their respective employees, officers,
agents, subsidiaries or any other third parties associated accepts any responsibility or
liability for, or makes any representation or warranty, express or implied, that the
Confidential Information disclosed by either Party is accurate or complete.

Circumstances beyond the control of the parties

16) A Party to this Agreement will not be liable for any failures or delay in performing its
obligations where such failure or delay results from any cause that is beyond the
reasonable control of that Party. In these circumstances, the affected party must
notify the other party or parties as soon as reasonably practicable. The notified Party
or Parties may suspend or terminate the Agreement on notice, taking effect
immediately upon delivery of the notice.

Entire Agreement
17) This Agreement contains the whole agreement between the Parties relating to its
subject matter and supersedes all prior discussions, arrangements or agreements that
might have taken place in relation to the Agreement. Nothing in this clause limits or
excludes any liability for fraud or fraudulent misrepresentation.

General

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18) No Party may assign, sub-contract or transfer to any third party the rights or
obligations of this Agreement without the prior written consent of the Disclosing
Party.
19) Nothing in this Agreement is intended to or is deemed to establish any kind of
partnership or joint venture between the Parties, nor does it constitute for the
recipient to act as an agent on behalf of the Disclosing Party nor the authority to make
or enter into commitments on behalf of the Disclosing Party.
20) No variation to this Agreement will be valid or binding unless it is recorded in writing
and signed by or on behalf of the Parties.
21) The Contracts (Rights of Third Parties) Act 1999 will not apply to this Agreement and
no third Party will have any right to enforce or rely on any provision of this Agreement.
22) Unless otherwise agreed, no delay, act or omission by a Party in exercising any right
or remedy will be deemed a waiver of that, or any other, right or remedy.
23) Provisions which by their intent or terms are meant to survive the termination of this
Agreement will do so.
24) If any court or competent authority finds that any provision of this Agreement (or part
of any provision) is invalid, illegal or unenforceable, that provision or part-provision
will, to the extent required, be deemed to be deleted, and the validity and
enforceability of the other provisions of this Agreement will not be affected.
25) Any notice to be delivered under this Agreement must be in writing and delivered by
email to either party commonly used email address. Notices sent by email will be
deemed to have been received on the next Business Day after the day of sending.
26) This clause does not apply to the service of any proceedings or other documents in
any legal action.

Governing law and jurisdiction

27) This Agreement and any disputes or claims arising from it or in connection with it or
its subject matter shall be governed by and interpreted in accordance with the law of
the state of Delaware.
28) The Parties irrevocably agree that the courts located in the state of Delaware have
exclusive jurisdiction to settle any dispute or claim arising out of or in connection with
this Agreement (including non-contractual disputes or claims).

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Execution
The parties acknowledge and accept the terms of this Agreement by signing and dating the
document below.

…, for and on behalf of Date of signature

FUTURE NATIVE HOLDING

… Date of signature

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