Common use of CONFIDENTIALITY AND ANNOUNCEMENTS Clause in Contracts

CONFIDENTIALITY AND ANNOUNCEMENTS. 14.1 Each of the Sellers severally undertakes to the Buyer to keep confidential the terms of this Agreement and all information which they have acquired about the Company and the Buyer’s Group (as such Group is constituted immediately before Completion) and, in the case of the Buyer, all information which it has acquired about the Company and to use the information only for the purposes contemplated by this Agreement. 14.2 The Buyer and Guarantor undertake to each of the Sellers to keep confidential the terms of this Agreement and all information that it has acquired about that Seller and to use the information only for the purposes contemplated by this Agreement. 14.3 Each of the Sellers severally undertakes to each of the other Sellers to keep confidential the terms of this Agreement and all information that they have acquired about that Seller and to use the information only for the purposes contemplated by this Agreement. 14.4 The Buyer or Guarantor is not under an obligation to keep confidential or restrict its use of information about the Company after Completion. 14.5 A party does not have to keep confidential or to restrict its use of: (a) information that is or becomes public knowledge other than as a direct or indirect result of a breach of this Agreement; or (b) information that it receives from a source not connected with the party to whom the duty of confidence is owed that it acquires free from any obligation of confidence to any other person. 14.6 Any party may disclose any information that it is otherwise required to keep confidential under clause 14: (a) to such professional advisers, consultants and employees or officers of its Group as are reasonably necessary to advise on this Agreement, or to facilitate the Transaction, if the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; or (b) with the written consent of all the other parties; or (c) with the written consent of one party, if such information relates only to that party; or (d) to confirm that the sale has taken place, and the date of the sale (but without otherwise revealing any other items of sale or making any other announcement). (e) to the extent that the disclosure is required: (i) by law; or (ii) by a regulatory body, Taxation Authority or securities exchange within or without the United Kingdom; or (iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange within or without the United Kingdom; or (iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or (v) to protect the disclosing party’s interest in any legal proceedings, but shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making it. 14.7 Each party shall supply any other party with any information about itself, its Group or this Agreement as such other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other party is subject. 14.8 In the event that there is a conflict between the provisions set out in this clause 14 and the Confidentiality Agreement signed between Coda Octopus Group Inc and the Company and the Warrantors dated 22nd August 2004, the provisions in this clause 14 shall prevail.

CONFIDENTIALITY AND ANNOUNCEMENTS. 14.1 12.1 Each of the Sellers severally undertakes to the Buyer, and the Buyer undertakes to each of the Sellers, to keep confidential the terms existence of this Agreement and agreement and, in the case of the Sellers, all information which they have acquired about the Company and the Buyer’s 's Group (as such Group is constituted immediately before Completion) and, in the case of the Buyer, all information which it has acquired about the Company Company's Group (as such Group is constituted immediately before Completion), and to use the information only for the purposes contemplated by this Agreementagreement. 14.2 The Buyer and Guarantor undertake to each of the Sellers to keep confidential the terms of this Agreement and all information that it has acquired about that Seller and to use the information only for the purposes contemplated by this Agreement. 14.3 Each of the Sellers severally undertakes to each of the other Sellers to keep confidential the terms of this Agreement and all information that they have acquired about that Seller and to use the information only for the purposes contemplated by this Agreement. 14.4 The Buyer or Guarantor 12.2 No party is not under an obligation to keep confidential or restrict its use of information about the Company after Completion. 14.5 A party does not have required to keep confidential or to restrict its use of: (a) information that is or becomes public knowledge other than as a direct or indirect result of a the information being disclosed in breach of this Agreementagreement; or (b) information that the parties agree in writing is not confidential; or (c) information about the Buyer's Group or the Company's Group that it receives from a source not connected with the party to whom the duty of confidence is owed that Group and that it acquires has acquired free from any obligation of confidence to any other person. 14.6 12.3 The Buyer does not have to keep confidential or restrict its use of: (a) information about the Company and its Subsidiary after Completion; or (b) information that is known to the Buyer before the date of this agreement and that it has acquired free from any obligation of confidence to any other person. 12.4 Any party may disclose any information that it is otherwise required to keep confidential under this clause 1412: (a) to such professional advisers, consultants and employees or officers of its Group as are reasonably necessary to advise on this Agreementagreement, or to facilitate the Transaction, if the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; or (b) with the written consent of all the other parties; or (c) with the written consent of one party, if such information relates only to that party; or (d) to confirm that the sale has taken place, and the date of the sale (but without otherwise revealing any other items of sale or making any other announcement). (e) to the extent that the disclosure is required: (i) by law; or (ii) by a order (having the force of law) of any regulatory body, Taxation Authority or securities exchange within or without the United Kingdomexchange; or (iii) to make any mandatory filing with, or obtain any mandatory authorisation from, a regulatory body, Taxation Authority or securities exchange within or without the United Kingdom; or (iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or (v) to protect the disclosing party’s interest in any legal proceedings, but shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making it. 14.7 12.5 Each party shall supply any other party with any information about itself, its Group or this Agreement agreement as such other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other party is subject. 14.8 In 12.6 No party shall make any announcement relating to this agreement or its subject matter without the event that there is a conflict between prior written approval of all the provisions set out in this clause 14 and the Confidentiality Agreement signed between Coda Octopus Group Inc and the Company and the Warrantors dated 22nd August 2004, the provisions in this clause 14 shall prevailother parties except as required by law or by any legal or regulatory authority.

CONFIDENTIALITY AND ANNOUNCEMENTS. 14.1 Each of the Sellers severally undertakes to the Buyer to keep confidential the terms of this Agreement and all information which that they have acquired about the Company and the Buyer’s Group (as such Group is constituted immediately before Completion) and, in the case of the Buyer, all information which it has acquired about the Company and to use the information only for the purposes contemplated by this Agreement. 14.2 The Buyer and Guarantor undertake undertakes to each of the Sellers to keep confidential the terms of this Agreement and all information that it has acquired about that Seller and to use the information only for the purposes contemplated by this Agreement. 14.3 Each of the Sellers severally Seller undertakes to each of the other Sellers to keep confidential the terms of this Agreement and all information that they have acquired about that Seller other person and to use the information only for the purposes contemplated by this Agreement. 14.4 The Buyer or Guarantor is does not under an obligation have to keep confidential or restrict its use of information about the Company and its Subsidiaries after Completion. 14.5 A party does not have to keep confidential or to restrict its use of: (a) information that is or becomes public knowledge other than as a direct or indirect result of a breach of this Agreement; or (b) information that it receives from a source not connected with the party to whom the duty of confidence is owed that it acquires has acquired free from any obligation of confidence to any other person. 14.6 Any party may disclose any information that it is otherwise required to keep confidential under clause this Clause 14: (a) to such professional advisers, consultants and employees or officers of its Group Subsidiaries as are reasonably necessary to advise on this Agreement, or to facilitate the Transaction, if the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; or (b) with the written consent of all the other parties; or (c) with the written consent of one party, if such information relates only to that party; or (d) to confirm that the sale has taken place, place and the date of the sale (but without otherwise revealing any other items terms of sale or making any other announcement). (e) to the extent that the disclosure is required: (i) by law; or (ii) by a regulatory body, Taxation Authority or securities exchange within or without the United Kingdomexchange; or (iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange within or without the United Kingdomexchange; or (iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or (v) to protect the disclosing party’s interest in any legal proceedings, , (vi) but shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making it. 14.7 Each party shall supply any other party with any information about itself, its Group or this Agreement as such other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other party is subject. 14.8 In the event that there is a conflict between the provisions set out in this clause 14 and the Confidentiality Agreement signed between Coda Octopus Group Inc and the Company and the Warrantors dated 22nd August 2004, the provisions in this clause 14 shall prevail.

CONFIDENTIALITY AND ANNOUNCEMENTS. 14.1 Each of 12.1. Subject to Clause 12.3, the Sellers severally Seller undertakes to the Buyer to keep confidential the terms of this Agreement Agreement, the Transaction Documents and all information which they have acquired about the Company and the Buyer’s Buyer or its Group (as such the Group is constituted immediately before CompletionClosing) and, in the case of the Buyer, all information which it has acquired and about the Company Group immediately before Closing, and use the information only for the purposes contemplated by this Agreement. 12.2. Subject to Clause 12.3, the Buyer undertakes to the Seller to keep confidential the terms of this Agreement, the Transaction Documents and all information about the Seller or persons connected with them and to use the information only for the purposes contemplated by this Agreement. 14.2 The Buyer and Guarantor undertake to each of the Sellers to keep confidential the terms of this Agreement and all information that it has acquired about that Seller and to use the information only for the purposes contemplated by this Agreement. 14.3 Each of the Sellers severally undertakes to each of the other Sellers to keep confidential the terms of this Agreement and all information that they have acquired about that Seller and to use the information only for the purposes contemplated by this Agreement. 14.4 The Buyer or Guarantor 12.3. No party is not under an obligation to keep confidential or restrict its use of information about the Company after Completion. 14.5 A party does not have required to keep confidential or to restrict its use of: (a) information that is or becomes public knowledge other than as a direct or indirect result of a the information being disclosed in breach of this Agreement; or (b) information that the parties agree in writing is not confidential; or (c) information about the other party’s Group or the Company Group, that it receives finds out from a source not connected with that Group or the party to whom the duty of confidence is owed Company Group, and that it acquires has acquired free from any obligation of confidence to any other person. 14.6 Any 12.4. The Buyer does not have to keep confidential or restrict its use of: (a) information about the Company Group after Closing; or (b) information that is known to the Buyer before the date of this Agreement and that it has acquired free from any obligation of confidence to any other person. 12.5. Either party may disclose any information that it is otherwise required to keep confidential under clause 14this Clause: (a) to such employees, professional advisers, consultants and employees consultants, or officers of its Group as are reasonably to the extent necessary to advise on this Agreement, or to facilitate the Transaction, if provided that the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; or; (b) with the prior written consent of all the other parties; orparty; (c) with the written consent of one party, if such information relates only to that party; or (d) to confirm that the sale has taken place, and the date of the sale (but without otherwise revealing any other items of sale or making any other announcement). (e) to the extent that the disclosure is requiredis: (i) required by lawLaw; or (ii) required by a regulatory body, Taxation Tax Authority, Governmental Authority or securities exchange within or without the United Kingdom; orexchange; (iiid) required to make any filing with, or obtain any authorisation from, a regulatory bodyHong Kong Companies Registry, Taxation Tax Authority, securities exchange; (e) made to any Tax Authority or securities exchange within or without in connection with the United KingdomTax affairs of the disclosing party; or (ivf) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or (v) required to protect the disclosing party’s interest in any legal proceedingsproceedings provided that in each case, but shall use the disclosing party shall, to the extent permitted by law, provide reasonable endeavours notice to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making itparty of such proposed disclosure. 14.7 12.6. Each party shall supply any the other party with any information about itself, its Group or this Agreement and the Transaction Documents as such the other party may reasonably require for the purposes of satisfying the requirements of a lawLaw, regulatory body any Governmental Authority or securities exchange to which such other the requiring party is subject. 14.8 In 12.7. The parties agree to consult with each other before issuing, and shall provide each other the event that there is a conflict between the provisions set out in opportunity to review and comment upon, any press release or other public announcements relating to this clause 14 Agreement and the Confidentiality Agreement signed between Coda Octopus Group Inc Transaction Documents, and shall not issue any such press release or make any public announcement prior to such consultation, except to the Company and extent required by law, any regulatory body or the Warrantors dated 22nd August 2004, rules of any securities exchange to which the provisions in disclosing party is subject. 12.8. This Clause shall continue to have effect for the period of one year from the date of this clause 14 shall prevailAgreement.

CONFIDENTIALITY AND ANNOUNCEMENTS. 14.1 12.1 Each of the Sellers Seller severally undertakes to each of the Buyer to and the Company that he shall: (a) keep confidential the terms of this Agreement agreement and all confidential information which they have acquired about or trade secrets in his possession concerning the Company and business, affairs, customers, clients or suppliers of the Company, Mollart or any member of the Buyer’s Group Group; (as such Group is constituted immediately before Completionb) and, in the case not disclose any of the Buyerinformation referred in clause 12.1(a) in whole or in part to any third party, all information which it has acquired about the Company and to except as expressly permitted by this clause 12; and (c) not make any use of any of the information only referred in clause 12.1(a), other than to the extent necessary for the purposes contemplated purpose of exercising or performing his rights and obligations under this agreement. 12.2 The Buyer undertakes to each Seller that it shall: (a) keep confidential the terms of this agreement and all confidential information or trade secrets in its possession concerning the business, affairs, customers, clients or suppliers of any Seller; (b) not disclose any of the information referred in clause 12.2(a) in whole or in part to any third party, except as expressly permitted by this Agreementclause 12; and (c) not make any use of any of the information referred in clause 12.2(a), other than to the extent necessary for the purpose of exercising or performing its rights and obligations under this agreement. 14.2 The Buyer and Guarantor undertake 12.3 Each Seller severally undertakes to each of the other Sellers to keep confidential the terms of this Agreement agreement and all confidential information that it he has acquired about that Seller and to use the information only for the purposes contemplated by this Agreementagreement. 14.3 Each of the Sellers severally undertakes to each of the 12.4 Notwithstanding any other Sellers to keep confidential the terms provision of this Agreement and all information that they have acquired about that Seller and to use the information only for the purposes contemplated by this Agreement. 14.4 The Buyer or Guarantor is not under an obligation to keep confidential or restrict its use of information about the Company after Completion. 14.5 A agreement, no party does not have shall be obliged to keep confidential or to restrict its use ofof any information that: (a) information that is or becomes generally available to the public knowledge (other than as a direct or indirect result of a its disclosure by the receiving party or any person to whom it has disclosed the information in accordance with clause 12.5(a) in breach of this Agreementagreement); or (b) information that it receives was, is or becomes available to the receiving party on a non-confidential basis from a source person who, to the receiving party’s knowledge, is not connected bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to whom the duty of confidence is owed that it acquires free from any obligation of confidence to any other personreceiving party. 14.6 12.5 Any party may disclose any information that it is otherwise required to keep confidential under this clause 1412: (a) to such professional advisers, consultants and employees or officers those of its Group as are reasonably necessary shareholders, employees, officers, consultants, representatives or advisers (or those of any member of its Group) who need to know such information to enable them to advise on this Agreementagreement, or to facilitate the Transaction, if provided that the disclosing party making the disclosure informs the recipient of the confidential nature of the information before disclosure and procures that each recipient shall, in relation to any such information disclosed to him, comply with the people to whom the information is disclosed keep it confidential obligations set out in this clause 12 as if they were that party. The party making a disclosure under this shall, at all times, be liable for the failure of its recipients to comply with the obligations set out in this clause 12; or (b) with in the written consent case of all the other partiesBuyer only, to a proposed transferee of the Sale Shares for the purpose of enabling the proposed transferee to evaluate the proposed transfer; or (c) in the case of the Buyer only, to its funders, potential investors and their respective advisers, employees, officers, representatives or consultants in connection with the written financing of the Transaction; or (d) with the prior consent in writing of one partythe Buyer (in the case of a request by a Seller to disclose information not otherwise permitted by this clause 12), or the Seller Representative (in the case of a request by the Buyer to disclose information not otherwise permitted by this clause 12); (e) if such information relates only to one party only, with the prior consent in writing of that party; or (df) to confirm that the sale Transaction has taken place, and or the date of the sale Transaction (but without otherwise revealing any other items terms of sale the Transaction or making any other announcement).; or (eg) to the extent that the disclosure is required: (i) by lawthe laws of any jurisdiction to which that party is subject; or (ii) by a regulatory an order of any court of competent jurisdiction, or any regulatory, judicial, governmental or similar body, or any Taxation Authority or securities exchange within or without the United Kingdomof competent jurisdiction; or (iii) to make any filing with, or obtain any authorisation from, a regulatory regulatory, governmental or similar body, or any Taxation Authority or securities exchange within or without the United Kingdomof competent jurisdiction; or (iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or (v) to protect the disclosing that party’s interest in any legal proceedings, but PROVIDED that in each case (and to the extent it is legally permitted to do so) the party making the disclosure gives the other parties as much notice of such disclosure as is reasonably possible in the circumstances. 12.6 Subject to clause 12.7 and clause 12.8, no party shall use reasonable endeavours make, or permit any person to consult make, any public announcement, communication or circular (announcement) concerning this agreement or the Transaction without the prior written consent of the Seller Representatives (in the case of the Buyer) and the Buyer (in the case of any Seller) (such consent not to be unreasonably withheld or delayed). 12.7 Nothing in clause 12.6 shall prevent any party from making any announcement required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange), or by any court or other authority of competent jurisdiction provided that the party required to make the announcement consults with the other parties and to take takes into account any the reasonable requests they may have of the other parties in relation to the disclosure content of such announcement before making itit is made. 14.7 Each party shall supply 12.8 The Buyer may, at any time after Completion announce its acquisition of the Sale Shares to any employees, clients, customers or suppliers of the Company or any other party with any information about itself, its Group or this Agreement as such other party may reasonably require for member of the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other party is subjectBuyer’s Group. 14.8 In 12.9 The obligations and liability of the event that there is a conflict between the provisions set out in Sellers under this clause 14 12 shall be several and the Confidentiality Agreement signed between Coda Octopus Group Inc and the Company and the Warrantors dated 22nd August 2004, the provisions in this clause 14 shall prevailextend only to any loss or damage arising out of their own breaches.

CONFIDENTIALITY AND ANNOUNCEMENTS. 14.1 Each of 11.1 Subject to Clause 11.4, each party: (a) shall treat as strictly confidential: i. the Sellers severally undertakes to the Buyer to keep confidential the terms provisions of this Agreement and all information which they have acquired about the Company other Transaction Documents and the Buyer’s Group (as such Group is constituted immediately before Completion) and, process of their negotiation; ii. in the case of the BuyerSeller, all any information received or held by the Seller or any of its Representatives which it has acquired about relates to the Company and Purchaser Group or, following Closing, any of the Group Companies; and iii. in the case of the Purchaser, any information received or held by the Purchaser or any of its Representatives which relates to the Seller Group or, prior to Closing any of the Group Companies (together “Confidential Information”); and (b) shall not, except with the prior written consent of the other party (which shall not be unreasonably withheld or delayed), make use the information only of (save for the purposes contemplated by of performing its obligations under this Agreement) or disclose to any person (other than its Representatives and providers of finance for the purposes of the Transactions in accordance with Clause 11.2) any Confidential Information. 14.2 The Buyer 11.2 Each party undertakes that it shall only disclose Confidential Information to Representatives and Guarantor undertake to each providers of finance for the purposes of the Sellers Transactions where it is reasonably required for the purposes of performing its obligations under this Agreement or the other Transaction Documents and only where such recipients are informed of the confidential nature of the Confidential Information and the provisions of this Clause 11 and instructed to keep confidential comply with this Clause 11 as if they were a party to it. 11.3 Subject to Clauses 11.2 and 11.4, no party shall make any announcement (including any communication to the terms public, to any customers suppliers or employees of any of the Group Companies) concerning the subject matter of this Agreement and all information that it has acquired about that Seller and to use without the information only for the purposes contemplated by this Agreement. 14.3 Each of the Sellers severally undertakes to each prior written consent of the other Sellers to keep confidential the terms of this Agreement (which shall not be unreasonably withheld or delayed). 11.4 Clauses 11.1 and all information that they have acquired about that Seller 11.3 shall not apply if and to use the information only for extent that the purposes contemplated by this Agreement. 14.4 The Buyer party using or Guarantor is not under an obligation to keep confidential disclosing Confidential Information or restrict its use of information about the Company after Completion. 14.5 A party does not have to keep confidential or to restrict its use ofmaking such announcement can demonstrate that: (a) information that such disclosure or announcement is required by Law or becomes public knowledge other than as a direct by any stock exchange or indirect result any supervisory, regulatory, governmental or anti-trust body (including, for the avoidance of a breach of this Agreementdoubt, any Tax Authority) having applicable jurisdiction; or (b) information the Confidential Information concerned has come into the public domain other than through its fault (or that it receives from a source not connected with of its Representatives) or the party fault of any person to whom the duty of confidence is owed that it acquires free from any obligation of confidence to any other personsuch Confidential Information has been disclosed in accordance with this Clause 11.4. 14.6 Any party 11.5 The provisions of this Clause 11 shall survive termination of this Agreement or Closing, as the case may disclose any information that it is otherwise required be, and shall continue for a period of five years from the date of this Agreement. 11.6 The Purchaser acknowledges and agrees, that, with respect to keep confidential under clause 14the Confidential Information, the Purchaser: (a) confirms that it is fully aware of the applicable laws relating to such professional advisers, consultants insider dealing and employees or officers that it undertakes to bring them to the attention of its Group as are reasonably necessary to advise on this Agreement, or to facilitate each of the Transaction, if the disclosing party procures that the people persons to whom the information Confidential Information is disclosed keep it confidential as if they were that partycontemplated by this Clause 11; orand (b) with undertakes to the written consent of all the other parties; or (c) with the written consent of one party, if such information relates only to Seller that party; or (d) to confirm that the sale has taken place, it and the date each of the sale (but without otherwise revealing Representatives referred to in Clause 11.2 will not base any other items behavior on any of sale or making any other announcement). (e) to the extent that the disclosure is required: (i) by law; or (ii) by a regulatory body, Taxation Authority or securities exchange within or without the United Kingdom; or (iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange within or without the United Kingdom; or (iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or (v) to protect the disclosing party’s interest in any legal proceedings, but shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have Confidential Information in relation to the disclosure before making itany securities or other qualifying investments which would or would be likely to amount to market abuse or insider dealing. 14.7 Each party shall supply any other party with any information about itself, its Group or this Agreement as such other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other party is subject. 14.8 In the event that there is a conflict between the provisions set out in this clause 14 and the Confidentiality Agreement signed between Coda Octopus Group Inc and the Company and the Warrantors dated 22nd August 2004, the provisions in this clause 14 shall prevail.

CONFIDENTIALITY AND ANNOUNCEMENTS. 14.1 Each 12.1 The Seller undertakes to each of the Sellers severally undertakes to Buyer, the Buyer to Company and the Subsidiaries that it shall (and shall procure that each member of the Seller's Group shall): (a) keep confidential the terms of this Agreement agreement and the other Transaction Documents, and all information which they have acquired about confidential information, know how and trade secrets in its knowledge or possession concerning the Company and business, affairs, customers, clients or suppliers of the Buyer’s Group (as such Group is constituted immediately before Completion) andCompany, in the case Subsidiaries or any member of the Buyer, all information which it has acquired about the Company and to use 's Group; (b) not disclose any of the information only referred to in clause 12.1(a) (whether in whole or in part) to any third party, except as expressly permitted by this clause 12; and (c) not make any use of any of the information referred to in clause 12.1(a), other than to the extent necessary for the purposes contemplated by purpose of exercising or performing its rights and obligations under this Agreementagreement. 14.2 12.2 The Buyer and Guarantor undertake undertakes to each of the Sellers to Seller that it shall: (a) keep confidential the terms of this Agreement agreement and the other Transaction Documents, and all information that it has acquired about that Seller confidential information, know how and to use trade secrets in its knowledge or possession concerning the business, affairs, customers, clients or suppliers of the Seller; (b) not disclose any of the information only referred to in clause 12.2(a) (whether in whole or in part) to any third party, except as expressly permitted by this clause 12; and (c) not make any use of any of the information referred to in clause 12.2(a), other than to the extent necessary for the purposes contemplated by purpose of exercising or performing its rights and obligations under this Agreementagreement. 14.3 Each of the Sellers severally undertakes to each of the 12.3 Notwithstanding any other Sellers to keep confidential the terms provision of this Agreement and all information that they have acquired about that Seller and to use the information only for the purposes contemplated by this Agreement. 14.4 The Buyer or Guarantor is not under an obligation to keep confidential or restrict its use of information about the Company after Completion. 14.5 A agreement neither party does not have shall be obliged to keep confidential or to restrict its use ofof any information that: (a) information that is or becomes generally available to the public knowledge other than as a direct or indirect result of a its disclosure by the Seller (or any person to whom it has disclosed the information in accordance with clause 12.5(a)) in breach of this Agreementagreement); or (b) information that it receives was, is or becomes available to the Seller on a non-confidential basis from a source person who, to the Seller's knowledge, is not connected with bound by a confidentiality agreement and is not otherwise prohibited from disclosing the party information to whom the duty of confidence is owed that it acquires free from any obligation of confidence to any other personSeller. 14.6 Any party 12.4 The Seller may disclose any information that it is otherwise required to keep confidential under this clause 1412: (a) to such professional advisersany employees, consultants and employees officers, consultants, representatives or officers advisers of any member of its Group as are reasonably necessary who need to advise know such information for the purposes of advising on this Agreement, agreement or to facilitate facilitating the Transaction, if provided that the disclosing party Seller informs the recipients of the confidential nature of the information before disclosure and procures that the people recipients shall, in relation to whom any such information disclosed to them, comply with the information is disclosed keep it confidential obligations set out in this clause 12 as if they were that party; orthe Seller. The Seller shall, at all times, be liable for the failure of its recipients to comply with the obligations set out in this clause; (b) with in the written consent case of all the other parties; orBuyer only, to a proposed transferee of the Sale Shares for the purpose of enabling them to evaluate the proposed transfer; (c) in the case of the Buyer only, to its funders or investors (or potential funders or investors) and their respective advisers, employees, officers, representatives or consultants in connection with financing the written consent of one party, if such information relates only to that party; orTransaction; (d) with the prior consent in writing of the Buyer; (e) to confirm that the sale Transaction has taken place, and or the date of the sale Transaction (but without otherwise revealing any other items terms of sale the Transaction or making any other announcement).; (ef) if and to the extent that the disclosure is required: (i) by law; orthe laws of any jurisdiction to which it is subject; (ii) by a regulatory an order of any court of competent jurisdiction, or any regulatory, judicial, governmental or similar body, Taxation or any Tax Authority or securities exchange within or without the United Kingdom; orof competent jurisdiction; (iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange within or without the United Kingdom; or (iv) under any arrangements arrangement in place under which negotiations relating to terms and conditions of employment are conducted; (iv) to make any filing with, or obtain any authorisation from, any regulatory, governmental or similar body, or any Tax Authority or securities exchange of competent jurisdiction; or (v) to protect the disclosing party’s its interest in any legal proceedings, but shall use reasonable endeavours to consult the other parties provided that in each case (and to take the extent it is legally permitted to do so) the Seller gives the Buyer as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account any the reasonable requests they may have in relation to of the disclosure before making itBuyer concerning the content of the disclosure. 14.7 12.5 Each party shall supply any the other party with any such information about itself, its Group or this Agreement agreement as such the other party may reasonably require for the purposes of satisfying the requirements of a lawany law or any judicial, governmental, regulatory or similar body or any securities exchange of competent jurisdiction. 12.6 Subject to which such clause 12.8 to clause 12.10 (inclusive), neither party shall make, or permit any person to make, any public announcement, communication or circular concerning this agreement or the Transaction (announcement) without the prior written consent of the other party is subject(such consent not to be unreasonably withheld or delayed). 14.8 In 12.7 Nothing in clause 12.7 shall prevent either party from making an announcement required by law or any governmental or regulatory authority (including any Tax Authority), any securities exchange, or any court or other authority of competent jurisdiction provided that the event that there party required to make the announcement consults with the other party and takes into account its reasonable requests concerning the content of the announcement before it is made. 12.8 The parties shall issue a conflict between press release in agreed form immediately after the provisions set out in date of this clause 14 and agreement. 12.9 The Buyer may at any time after Completion announce its acquisition of the Confidentiality Agreement signed between Coda Octopus Group Inc and Sale Shares to any employees, clients, customers or suppliers of the Company and the Warrantors dated 22nd August 2004Company, the provisions in this clause 14 shall prevailSubsidiaries or any other member of the Buyer's Group.

CONFIDENTIALITY AND ANNOUNCEMENTS. 14.1 15.1 Each of the Sellers severally undertakes to the Buyer to keep confidential confidential: (a) the terms of this Agreement and Agreement; and (b) all information which they have acquired about or may possess relating to the Company and Company; and (c) all information which they have acquired relating to the Buyer’s 's Group (as such Group is constituted immediately before Completion) and), in the case of the Buyer, all information which it has acquired about the Company and to use the such information only as and to the extent reasonably required for the purposes contemplated by performance of his obligations and the exercise of his rights under and in connection with this Agreement. 14.2 The Buyer and Guarantor undertake to each of the Sellers to keep confidential the terms of this Agreement and all information that it has acquired about that Seller and to use the information only for the purposes contemplated by this Agreement. 14.3 15.2 Each of the Sellers severally undertakes to each of the other Sellers to keep confidential the terms of this Agreement and all information that they have acquired about that Seller and to use the information only as and to the extent reasonably required for the purposes contemplated by performance of his obligations and the exercise of his rights under and in connection with this Agreement. 14.4 The Buyer or Guarantor is not under an obligation to keep confidential or restrict its use of information about the Company after Completion. 14.5 15.3 A party does not have to keep confidential or to restrict its use of: (a) information that is or becomes public knowledge other than as a direct or indirect result of a breach of this AgreementAgreement or a breach of any other agreement relating to such information; or (b) information that it receives from a source not connected with the party to whom the duty of confidence is owed that it acquires free from any obligation of confidence to any other person. 14.6 15.4 Any party may disclose any information that it is otherwise required to keep confidential under clause 1415: (a) to such professional advisers, consultants and employees or officers of its Group as are and to the extent reasonably necessary to advise on required in connection with this Agreement, Agreement or to facilitate the Transaction, if the disclosing party procures that the people persons to whom the information is disclosed keep it confidential as if they were that party; or (b) in the case of the Buyer only, to a proposed transferee of the Sale Shares for the purpose of enabling the proposed transferee to evaluate the proposed transfer; (c) in the case of the Buyer only, to its funders, potential investors and their respective advisors, employees, officers, representatives or consultants; (d) with the prior written consent of all the other parties; or (ce) with the prior written consent of one party, if such information relates only to that party; or (df) to confirm that the sale has taken place, place and the date of the sale (but without otherwise revealing any other items of sale or making any other announcement). (eg) to the extent that the disclosure is required: (i) by law; or (ii) by a regulatory body, Taxation Authority or securities or investment exchange within or without (including, inter alia, the United KingdomAmsterdam Stock Exchange); or (iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange within or without the United Kingdomexchange; or (iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or (v) to protect the disclosing party’s 's interest in any legal proceedings, but shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making it. 14.7 15.5 Each party shall supply any other party with any information about itself, its Group or this Agreement as such other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other party is subject. 14.8 In 15.6 The parties shall use reasonable endeavours to agree the event that there is a conflict between text and release date of announcements concerning the provisions set out in this clause 14 and the Confidentiality Agreement signed between Coda Octopus Group Inc and sale of the Company and with the Warrantors dated 22nd August 2004intent of releasing a consistent message as soon as reasonably practicable after Completion. Nothing in clause 15.6 shall prevent any party from making any announcement required by law or any governmental or regulatory authority (including, the provisions in this clause 14 shall prevailwithout limitation, any relevant securities exchange), or by any court or other authority of competent jurisdiction.

CONFIDENTIALITY AND ANNOUNCEMENTS. 14.1 16.1 Each of the Sellers party severally undertakes to the Buyer others to keep confidential confidential: (a) the terms of this Agreement and Agreement; and (b) in the case of the Sellers, all information which they have acquired about or may possess relating to the Company and the US Subsidiary; and (c) all information which they have acquired relating to the other parties (and, in relation to the Buyer, its Group). and to use such information only as and to the extent reasonably required for the performance of his obligations and the exercise of his rights under and in connection with: (d) this Agreement; and/or (e) in relation to the Sellers, any engagement, employment and/or appointment agreement entered into with the Company, the US Subsidiary or any member of the Buyer’s Group (as such Group is constituted immediately before Completion) and, in on the case of the Buyer, all information which it has acquired about the Company and to use the information only for the purposes contemplated by this Agreementdate hereof or at any time hereafter. 14.2 16.2 The Buyer and Guarantor undertake to each of the Sellers to keep confidential the terms of this Agreement and all information that it has acquired about that Seller and to use the information only for the purposes contemplated by this Agreement. 14.3 Each of the Sellers severally undertakes to each of the other Sellers to keep confidential the terms of this Agreement and all information that they have acquired about that Seller and to use the information only for the purposes contemplated by this Agreement. 14.4 The Buyer or Guarantor is not under an obligation to keep confidential or restrict its use of information about the Company after Completion. 14.5 A party does parties do not have to keep confidential or to restrict its use of: (a) information that is or becomes public knowledge other than as a direct or indirect result of a breach of this AgreementAgreement or a breach of any other agreement relating to such information; or (b) information that it receives from a source not connected with the party to whom the duty of confidence is owed that it acquires free from any obligation of confidence to any other person. 14.6 Any party 16.3 The parties may disclose any information that it is otherwise required to keep confidential under clause 1416: (a) to such professional advisers, consultants and employees or officers of its Group as are and to the extent reasonably necessary to advise on required in connection with this Agreement, Agreement or to facilitate the Transaction, if the disclosing party procures that the people persons to whom the information is disclosed keep it confidential as if they were that party; or (b) in the case of the Buyer only (and excluding information relating to the Sellers personally which does not relate to the Sellers ownership of or title to the Sale Shares), to a proposed transferee of the Sale Shares for the purpose of enabling the proposed transferee to evaluate the proposed transfer; (c) in the case of the Buyer only (and excluding information relating to the Sellers personally which does not relate to the Sellers ownership of or title to the Sale Shares), to its funders, potential investors and their respective advisors, employees, officers, representatives or consultants; (d) with the prior written consent of all the other parties; or (ce) with the prior written consent of one party, if such information relates only to that party; or (df) to confirm that the sale has taken place, place and the date of the sale (but without otherwise revealing any other items of sale or making any other announcement).; or (eg) to the extent that the disclosure is required: (i) by lawLaw; or (ii) by a regulatory body, Taxation Authority or securities exchange within or without the United Kingdominvestment exchange; or (iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange within or without the United Kingdomexchange; or (iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or (v) to protect the disclosing party’s interest in any legal proceedings, but shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making it. 14.7 16.4 Each party shall supply any other party with any information about itself, its Group or this Agreement as such other party may reasonably require for the purposes of satisfying the requirements of a lawLaw, regulatory body or securities exchange to which such other party is subject. Subject to clause 16.5 and to clause 16.6 (inclusive), no party shall make, or permit any person to make, any public announcement, communication or circular concerning this agreement or the Transaction (announcement) without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed) and the parties shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement. The Parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the Parties. 14.8 In 16.5 Nothing in clause 16 shall prevent any party from making an announcement required by Law or any Governmental Authority, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system, or by any court or other authority of competent jurisdiction, provided that, to the event that there is a conflict between the provisions set out in this clause 14 and the Confidentiality Agreement signed between Coda Octopus Group Inc and the Company and the Warrantors dated 22nd August 2004extent permitted by Law, the provisions party required to make the announcement consults with the other parties and takes into account their reasonable requests in this clause 14 shall prevailrelation to the content of such announcement before it is made. 16.6 The Buyer may at any time after Completion announce its acquisition of the Sale Shares to any employees, clients, customers or suppliers of the Company, the Subsidiaries or any other member of the Buyer’s Group.

CONFIDENTIALITY AND ANNOUNCEMENTS. 14.1 12.1 Each of the Sellers severally Covenantors undertakes to the Buyer to and the Company that it shall: (a) keep confidential the terms of this Agreement agreement and the other Transaction Documents, and all information which they have acquired about confidential information, know how or trade secrets in its knowledge or possession concerning the business, affairs, customers, clients or suppliers of the Company save in respect of any customers, clients or suppliers who are mutual to the Seller and the Buyer’s Group Seller Business; (as such Group is constituted immediately before Completionb) and, in the case not disclose any of the Buyerinformation referred to in clause 12.1(a) (whether in whole or in part) to any third party, all information which it has acquired about the Company and to except as expressly permitted by this clause 12; and (c) not make any use of any of the information only referred to in clause 12.1(a), other than to the extent necessary for the purposes contemplated by purpose of exercising or performing its rights and obligations under this Agreementagreement. 14.2 The 12.2 Nothing in this agreement shall be construed as imposing on the Buyer and Guarantor undertake to each of the Sellers to keep confidential the terms of this Agreement and all information that it has acquired about that Seller and to use the information only for the purposes contemplated by this Agreement. 14.3 Each of the Sellers severally undertakes to each of the other Sellers to keep confidential the terms of this Agreement and all information that they have acquired about that Seller and to use the information only for the purposes contemplated by this Agreement. 14.4 The Buyer or Guarantor is not under an obligation to keep confidential any information relating to the Company, or to restrict its use of information about the Company such information, in each case after Completion. 14.5 A party does 12.3 Notwithstanding any other provision of this agreement, the Covenantors shall not have be obliged to keep confidential or to restrict its use ofof any information that: (a) information that is or becomes generally available to the public knowledge other than as a direct or indirect result of its disclosure by a Covenantor (or any person to whom it has disclosed the information in accordance with clause 12.4) in breach of this Agreementagreement; or (b) information that it receives was, is or becomes available to any of the Covenantors on a non-confidential basis from a source person who, to that Covenantor’s knowledge, is not connected with bound by a confidentiality agreement and is not otherwise prohibited from disclosing the party information to whom the duty of confidence is owed that it acquires free from any obligation of confidence to any other personCovenantor. 14.6 Any party 12.4 Each of the Covenantors may disclose any information that it is otherwise required to keep confidential under this clause 14: (a) 12 to such professional advisersany employees, consultants and employees officers, consultants, representatives or officers advisers of the Seller or any member of its Group as are reasonably necessary who need to advise on this Agreement, or to facilitate the Transaction, if the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; or (b) with the written consent of all the other parties; or (c) with the written consent of one party, if know such information relates only to that party; or (d) to confirm that the sale has taken place, and the date of the sale (but without otherwise revealing any other items of sale or making any other announcement). (e) to the extent that the disclosure is required: (i) by law; or (ii) by a regulatory body, Taxation Authority or securities exchange within or without the United Kingdom; or (iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange within or without the United Kingdom; or (iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or (v) to protect the disclosing party’s interest in any legal proceedings, but shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making it. 14.7 Each party shall supply any other party with any information about itself, its Group or this Agreement as such other party may reasonably require for the purposes of satisfying advising on this agreement or facilitating the requirements Transaction, provided that the Seller informs the recipients of a lawthe confidential nature of the information before disclosure and procures that the recipients shall, regulatory body or securities exchange in relation to which any such other party is subject. 14.8 In information disclosed to them, comply with the event that there is a conflict between the provisions obligations set out in this clause 14 and 12 as if they were a Covenantor. The Covenantors shall, at all times, be liable for the Confidentiality Agreement signed between Coda Octopus Group Inc and failure of its recipients to comply with the Company and the Warrantors dated 22nd August 2004, the provisions obligations set out in this clause. 12.5 Subject to clause 14 12.6 to clause 12.8 (inclusive), neither party shall prevailmake, or permit any person to make, any public announcement, communication or circular concerning this agreement or the Transaction (announcement) without the prior written consent of the other party. 12.6 Nothing in clause 12.5 shall prevent either party from making an announcement or disclosure required by law or any governmental or regulatory authority (including any Tax Authority), any securities exchange, or any court or other authority of competent jurisdiction provided that the party required to make the announcement or disclosure consults with the other party and takes into account its reasonable requests concerning the content of the announcement before it is made. 12.7 The Buyer may at any time after Completion announce its acquisition of the Sale Shares to any employees, clients, customers or suppliers of the Company. 12.8 The parties may release to the press after Completion an agreed form statement announcing the sale and purchase of the Company. 12.9 This clause 12 will remain in force for a period of five years from the date of this agreement.

CONFIDENTIALITY AND ANNOUNCEMENTS. 14.1 Each of 15.1 Subject to Clause 15.4, each party: (a) shall treat as strictly confidential: (i) the Sellers severally undertakes to the Buyer to keep confidential the terms provisions of this Agreement and all information which they have acquired about the Company other Transaction Documents and the Buyer’s Group process of their negotiation; (as such Group is constituted immediately before Completionii) and, in the case of the BuyerVendor, all any information received or held by the Vendor or any of its Representatives which it has acquired about relates to the Company and Purchaser Group or, following Completion, any of the Group Companies; and (iii) in the case of the Purchaser, any information received or held by the Purchaser or any of its Representatives which relates to the Vendor Group or, prior to Completion, any of the Group Companies, (together “Confidential Information”); and (b) shall not, except with the prior written consent of the other party (which shall not be unreasonably withheld or delayed), make use the information only of (save for the purposes contemplated by of performing its obligations under this Agreement) or disclose to any person (other than its Representatives and providers of finance or insurance (including brokers, underwriters and reinsurers) for the purposes of the Transaction in accordance with Clause 15.2) any Confidential Information. 14.2 The Buyer 15.2 Each party undertakes that it shall only disclose Confidential Information to Representatives and Guarantor undertake to each providers of finance or insurance (including brokers, underwriters and reinsurers) for the purposes of the Sellers Transaction where it is reasonably required for the purposes of performing its obligations under this Agreement or the other Transaction Documents and only where such recipients are informed of the confidential nature of the Confidential Information and the provisions of this Clause 15 and instructed to keep confidential comply with this Clause 15 as if they were a party to it. 15.3 Subject to the terms foregoing and Clause 15.4, no party shall make any announcement (including any communication to the public, to any customers, suppliers or employees of any of the Group EU-DOCS\16547119.1 Companies) concerning the subject matter of this Agreement and all information that it has acquired about that Seller and to use without the information only for the purposes contemplated by this Agreement. 14.3 Each of the Sellers severally undertakes to each prior written consent of the other Sellers to keep confidential the terms of this Agreement (which shall not be unreasonably withheld or delayed). 15.4 Clause 15.1 and all information that they have acquired about that Seller 15.3 shall not apply if and to use the information only for the purposes contemplated by this Agreement. 14.4 The Buyer or Guarantor is not under an obligation to keep confidential or restrict its use of information about the Company after Completion. 14.5 A party does not have to keep confidential or to restrict its use ofextent that: (a) information that such disclosure or announcement is required by Law or becomes public knowledge other than as by any stock exchange or any supervisory, regulatory, governmental or anti-trust body (including, for the avoidance of doubt, any Tax Authority) having applicable jurisdiction; (b) the disclosure is by a direct member of the Vendor Group or indirect result a Group Company to any employee(s) of a breach Group Company prior to Completion provided such disclosure is consistent in all material respects with the Agreed Employee Announcement; (c) the disclosure is to any shareholder in the Vendor, or any investor or limited partner in a fund managed by JWC Management, L.P.; (d) such disclosure or announcement is required in order to facilitate any assignment or proposed assignment of the whole or any part of the rights or benefits under this AgreementAgreement which is permitted by Clause 22; or (be) information the Confidential Information concerned has come into the public domain other than through its fault (or that it receives from a source not connected with of its Representatives) or the party fault of any person to whom the duty of confidence is owed that it acquires free from any obligation of confidence to any other personsuch Confidential Information has been disclosed in accordance with this Clause 15.4. 14.6 Any party 15.5 The provisions of this Clause 15 shall survive termination of this Agreement or Completion, as the case may disclose any information that it is otherwise required to keep confidential under clause 14: (a) to such professional advisers, consultants and employees or officers of its Group as are reasonably necessary to advise on this Agreement, or to facilitate the Transaction, if the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; or (b) with the written consent of all the other parties; or (c) with the written consent of one party, if such information relates only to that party; or (d) to confirm that the sale has taken placebe, and shall continue for a period of two (2) years from the date of the sale (but without otherwise revealing any other items of sale or making any other announcement)this Agreement. (e) to the extent that the disclosure is required: (i) by law; or (ii) by a regulatory body, Taxation Authority or securities exchange within or without the United Kingdom; or (iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange within or without the United Kingdom; or (iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or (v) to protect the disclosing party’s interest in any legal proceedings, but shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making it. 14.7 Each party shall supply any other party with any information about itself, its Group or this Agreement as such other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other party is subject. 14.8 In the event that there is a conflict between the provisions set out in this clause 14 and the Confidentiality Agreement signed between Coda Octopus Group Inc and the Company and the Warrantors dated 22nd August 2004, the provisions in this clause 14 shall prevail.

CONFIDENTIALITY AND ANNOUNCEMENTS. 14.1 Each of the Sellers severally 7.1 The Seller undertakes to the Buyer to keep confidential the terms of this Agreement and all information which they have it has acquired about the Company and the Buyer’s Group (as such Group is constituted immediately before Completion) and, in and the case of the Buyer, all information which it has acquired about the Company Companies and to use the information only for the purposes contemplated by this Agreement. 14.2 7.2 The Buyer and Guarantor undertake undertakes to each of the Sellers Seller to keep confidential the terms of this Agreement and all information that it has acquired about that the Seller or the Retained Group and to use the information only for the purposes contemplated by this Agreement. 14.3 Each of the Sellers severally undertakes to each of the other Sellers to keep confidential the terms of this Agreement and all information that they have acquired about that 7.3 The Seller and to use the information only for the purposes contemplated by this Agreement. 14.4 The Buyer or Guarantor is does not under an obligation have to keep confidential or restrict its use of information about the Company after Completion. 14.5 7.4 A party Party does not have to keep confidential or to restrict its use of: (a) information that is or becomes public knowledge other than as a direct or indirect result of a breach of this Agreement; or (b) information that it receives from a source not connected with the party Party to whom the duty of confidence is owed that it acquires free from any obligation of confidence to any other person. 14.6 7.5 Any party Party may disclose any information that it is otherwise required to keep keeping confidential under clause 14this Clause 7: (a) to such professional advisers, consultants and employees or officers of its Group as are reasonably necessary to advise on this Agreement, or to facilitate the Transaction, if the disclosing party Party procures that the people to whom the information is disclosed keep it confidential as if they were that partyParty; or (b) with the written consent of all the other partiesParty; or (c) with the written consent of one party, if such information relates only to that party; or (d) to confirm that the sale Transaction has taken place, place and the date of the sale (but without otherwise revealing any other items of sale or making any other announcement).; or (ed) to the extent that the disclosure is required: (i) by law; or (ii) by a regulatory body, Taxation Authority or securities exchange within or without the United Kingdomexchange; or (iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange within or without the United Kingdom(including related authorities); or (iv) under any arrangements in place under which negotiations relating to terms and conditions of employment are conducted; or (v) to protect the disclosing partyParty’s interest in any legal proceedings, but in relation to (d) (except for securities exchange and related authorities) shall use reasonable endeavours endeavors to consult the other parties Parties and to take into account any reasonable requests they may have in relation to the disclosure before making it. 14.7 7.6 Each party Party shall supply any other party Party with any information about itself, its Group or this Agreement as such other party Party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange (including related authorities) to which such other party Party is subject. 14.8 In the event that there is a conflict between the provisions set out in this clause 14 and the Confidentiality Agreement signed between Coda Octopus Group Inc and the Company and the Warrantors dated 22nd August 2004, the provisions in this clause 14 shall prevail.

CONFIDENTIALITY AND ANNOUNCEMENTS. 14.1 Each of 10.1 Subject to Clause 10.4 and Clause 10.5, each party: (a) shall treat as strictly confidential: (i) the Sellers severally undertakes to the Buyer to keep confidential the terms existence and provisions of this Agreement and all information which they have acquired about the Company other Transaction Documents (including the names of the parties to such agreements) and the process of their negotiation; (ii) in the case of the Sellers, any information relating to Group following Completion and any other information relating to the business, financial or other affairs (including future plans and targets) of the Buyer’s Group 's Group; and (as such Group is constituted immediately before Completioniii) in the case of the Buyer, any information relating to the business, financial or other affairs (including future plans and targets) of the Sellers or any member of the Sellers' Group, ("Confidential Information"); and (b) shall not, except with the prior written consent of the Sellers, in the case of the Buyer, all information which it has acquired about or the Company and to Buyer, in the case of the Sellers, make use the information only of (save for the purposes contemplated by of performing its obligations under this Agreement) or disclose to any person (other than its Representatives in accordance with Clause 10.2) any Confidential Information. 14.2 The Buyer 10.2 Each party undertakes that it shall only disclose Confidential Information to Representatives where it is reasonably required for the purposes of performing its obligations under this Agreement or the other Transaction Documents and Guarantor undertake to each only where such recipients are informed of the Sellers confidential nature of the Confidential Information and the provisions of this Clause 10 and instructed to keep confidential comply with this Clause 10 as if they were a party to it. 10.3 Subject to Clause 10.4 and Clause 10.5, and other than the terms Form 8-K Filing (which appends this Agreement, but not Schedules 3, 4, 5 or 6 to this Agreement) and press release confirming completion of the transaction each in the Agreed Form, no party shall make any announcement (including any communication to the public, to any tenants, contractors or employees of any member of the Group) concerning the subject matter of this Agreement without the prior written consent of, in the case of the Buyer, the Sellers, and all information that it has acquired about that Seller and to use in the information only for case of the purposes contemplated by this AgreementSellers, the Buyer. 14.3 Each of 10.4 Clauses 10.1 to 10.3 shall in no way prevent or restrict the Buyer, the Sellers severally undertakes to each or any of the other Sellers to keep confidential the terms of this Agreement and all information that they have acquired about that Seller and to use the information only for the purposes contemplated by this Agreement. 14.4 The Buyer or Guarantor is not under an obligation to keep confidential or restrict its use of information about the Company after Completion. 14.5 A party does not have to keep confidential or to restrict its use oftheir Representatives from passing any Confidential Information to: (a) information that such Sellers' or the Buyer's Representatives (as applicable); (b) any general partner, limited partner, trustee, nominee or manager of, or adviser to, the Sellers or the Sellers' Group or the Buyer or the Buyer's Group (as applicable), or any investor or potential investor in any of them; (c) any company or fund (including any unit trust, investment trust, limited partnership or general partnership) which is advised by, or becomes public knowledge the assets of which are managed by (whether solely or jointly with others) the Sellers or the Buyer (as applicable) or in respect of which the Sellers or the Buyer is a general partner, or which is advised or managed by the Sellers', the Sellers' Group's, the Buyer's or the Buyer's Group's (as applicable) general partner, trustee, nominee, manager or adviser, auditor of, or any potential investors in any such company or fund or any potential such company or fund; (d) any co-investment scheme of the Sellers or the Buyer (as applicable) or any person holding shares or other than as a direct equity interests under such scheme or indirect result entitled to the benefit of a breach of this Agreementshares or other equity interests under such scheme; or (be) information any provider of finance or insurance to any of the foregoing, where such recipients are informed of the confidential nature of the Confidential Information and the provisions of this Clause 10 and instructed to comply with this Clause 10 as if they were a party to it. 10.5 Clauses 10.1 and 10.3 shall not apply if and to the extent that it receives from a source not connected with the party to whom the duty of confidence is owed that it acquires free from any obligation of confidence to any other person. 14.6 Any party may disclose any information that it is otherwise required to keep confidential under clause 14using or disclosing Confidential Information or making such announcement can demonstrate that: (a) to such professional advisersdisclosure or announcement is required by Law or by any stock exchange or any supervisory, consultants and employees regulatory, governmental or officers anti-trust body (including, for the avoidance of its Group as are reasonably necessary to advise on this Agreementdoubt, or to facilitate the Transactionany Tax Authority) having applicable jurisdiction, if provided that the disclosing party procures shall, to the extent legally permissible, promptly notify the other parties of such requirement prior to the applicable disclosure or announcement being made with a view to providing the other parties with the opportunity to review and comment upon the form, timing and content of such disclosure or announcement, unless such disclosure is required in connection with routine filings or supervisory examinations by regulatory authorities not directed at the transactions contemplated by this Agreement or the non-disclosing parties, in which case no notice shall be required; (b) such disclosure or announcement is made to a Tax Authority in connection with the Tax affairs of the disclosing party or its Affiliates; (c) the disclosure or use is required for the purpose of any judicial or arbitral proceedings arising out of this Agreement or any Transaction Document or for determining the Disposal Statement in accordance with Clause 6 or the Completion Statement in accordance with Schedule 2; (d) such disclosure or announcement is required in order to facilitate any assignment or proposed assignment of the whole or any part of the rights or benefits under this Agreement which is permitted by Clause 18, provided that the people recipients are informed of the confidential nature of the Confidential Information and the provisions of this Clause 10 and instructed to whom the information is disclosed keep it confidential comply with this Clause 10 as if they were that partya party to it; or (be) the Confidential Information concerned has come into the public domain other than through its fault (or that of its Representatives) or the fault of any person to whom such Confidential Information has been disclosed in accordance with the written consent of all the other parties; or (c) with the written consent of one party, if such information relates only to that party; or (d) to confirm that the sale has taken place, and the date of the sale (but without otherwise revealing any other items of sale or making any other announcement)this Clause 10.5. (e) to the extent that the disclosure is required: (i) by law; or (ii) by a regulatory body, Taxation Authority or securities exchange within or without the United Kingdom; or (iii) to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange within or without the United Kingdom; or (iv) under any arrangements in place under which negotiations relating to terms and conditions 10.6 The provisions of employment are conducted; or (v) to protect the disclosing party’s interest in any legal proceedings, but this Clause 10 shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making itsurvive termination of this Agreement. 14.7 Each party shall supply any other party with any information about itself, its Group or this Agreement as such other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other party is subject. 14.8 In the event that there is a conflict between the provisions set out in this clause 14 and the Confidentiality Agreement signed between Coda Octopus Group Inc and the Company and the Warrantors dated 22nd August 2004, the provisions in this clause 14 shall prevail.