Common use of Non-Disclosure Clause in Contracts

Non-Disclosure. The parties agree and undertake in favour of each other: 4.1. to treat the divulging party's confidential information as private and confidential and safeguard it accordingly; 4.2. except as permitted by this Agreement, not to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. 3.1 The parties agree and undertake in favour of each other:Counterparty undertakes to the Divulging Party that – 4.1. to 3.1.1 the Counterparty will treat the divulging party's Divulging Party’s confidential information as private and confidential and safeguard it accordingly; 4.2. 3.1.2 the Counterparty will not (except as permitted by this Agreementin paragraph 2 above) use, not to disclose, publishdivulge, copy, reproduce, reverse engineerpublish, circulate, reverse engineer and/or decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors person or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis entity; and the receiving party Counterparty shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's Divulging Party’s confidential information falling into the hands of unauthorised persons or entities; 3.1.3 the Counterparty shall not disclose the confidential information of the Divulging Party to any employee, consultant, contractor or sub-contractor or agent of the Counterparty (collectively referred to herein as “representative” of the Counterparty) or an affiliate of the Counterparty, nor shall they be given access thereto by the Counterparty – 3.1.3.1 unless it is upon prior written consent of the Divulging Party, OR 3.1.3.2 unless it is strictly necessary for the purposes referred to in the preamble above; AND 3.1.3.3 the Counterparty shall have procured that the representative or affiliate to whom or to which such information is disclosed or made available shall have agreed to be bound by all the terms of this Agreement or is subject to similar obligations of confidentiality towards the Counterparty; and, in such event, the Counterparty hereby irrevocably and unconditionally indemnifies the Divulging Party against any loss, which the Divulging Party may suffer as a result of the unauthorised disclosure of confidential information by a representative or affiliate. 3.2 Any documentation or written record or other material containing confidential information (in whatsoever form) which comes into the possession of the Counterparty shall itself be deemed to form part of the confidential information of the Divulging Party. The counter party shall, on request, return to the Divulging Party all of the Divulging Party’s confidential information which is in physical form (including all copies) and shall destroy any other records (including, without limitation, those in machine readable form) as far as they contain the Divulging Party’s confidential information, other than to the extent that the Counterparty is obligated by applicable law or regulation to retain such confidential information. The burden of proof shall rest on the Counterparty to prove such obligation, in the absence of same the Counterparty shall return and/or destroy all confidential information as requested by the Divulging Party.

Non-Disclosure. The parties agree hereto shall keep the terms of this Agreement and undertake in favour all business and scientific discussions relating to the business of each other: 4.1. to treat the divulging party's parties confidential information as private and confidential and safeguard it accordingly; 4.2. except as permitted otherwise set forth in this Agreement. All patient information to which a party is given access by the other party shall be subject to the provisions of the Confidentiality of Medical Information Act (Cal. Civ. Code §§56, et seq.) and the Health Insurance Portability and Accountability Act of 1996, and all regulations promulgated thereunder. It may, from time to time, be necessary for the parties, in connection with performance under this Agreement, not to disclosedisclose Confidential Information (including know-how) to each other. The Receiving Party (as defined in Section 1.3 hereof) shall keep in confidence the Confidential Information of the Disclosing Party (as defined in Section 1.3 hereof), publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, using the confidential standard of care it normally uses for information of like character, and shall not disclose the other Confidential Information to any third party in any manner, for any reason or purpose whatsoever without use it except as expressly authorized by the prior written consent of the divulging partyDisclosing Party or as otherwise permitted by this Agreement. Notwithstanding the foregoing, (a) Licensee may disclose the Confidential Information received from CSMC, and also may provide a copy of this Agreement, to its Affiliates, officers, directors, employees, accountants, attorneys, consultants, agents, and potential or actual Sublicensees as shall be reasonably necessary to carry out the intent of this Agreement or any sublicense granted by Licensee as contemplated by this Agreement and (b) Licensee may provide a copy of this Agreement to its Affiliates, officers, directors, employees, accountants, attorneys, consultants, agents, and potential or actual Sublicensees, investors, acquirers, lenders, or other financial partners, for purposes of a potential business transaction or obtaining professional advice, if, but only if, with respect to each of (a) and (b) above, (i) such entity or person is subject to confidentiality obligations no less restrictive than those confidentiality provisions contained in this Section 10 and (ii) Licensee shall be fully responsible and liable for any action of such third party recipient which would constitute a breach of this Agreement if committed by Licensee as if Licensee had committed such action itself. Furthermore, Licensee may include a copy of this Agreement in legally required regulatory filings; provided that Licensee will seek confidential treatment of all financial terms of this Agreement in all such legally required regulatory filings. The Receiving Party’s obligations hereunder shall not apply to Confidential Information that the event Receiving Party can show: (a) Is or later becomes part of the confidential information being proprietary to public domain through no fault or neglect of the Receiving Party; (b) Is received in good faith from a third partyparty having no obligations of confidentiality to the Disclosing Party, it shall also be incumbent on provided that the receiving party to obtain Receiving Party complies with any restrictions imposed by the consent of such third party; 4.3. except as permitted (c) Is independently developed by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever Receiving Party without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the Disclosing Party’s Confidential Information; or (d) Is required by law or regulation to be disclosed (including, without limitation, in connection with FDA filings, filings with another government agency or as required under the California Public Records Act), provided that the Receiving Party uses reasonable efforts to restrict disclosure and to obtain confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFTtreatment. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. 22.1 Neither of the Parties hereto shall divulge or communicate to any person (other than those with proper lawful authority to compel such disclosure as provided in Clause 22.4) or use or exploit for any purpose any of the trade secrets or confidential information or any financial or trading information of or relating to the other Party hereto or to this Agreement which such Party may receive or obtain as a result of or in connection with this Agreement. Each Party shall xxxx such information as proprietary or as confidential. Each Party shall limit access to such information to employees who need to know it for the purposes of this Agreement. The parties agree obligation of confidentiality shall equally apply to the existence and undertake content of this contract. 22.2 The duty to treat data and information in favour of each otherconfidence pursuant to this Confidentiality Agreement shall not apply to data and information: 4.1. a) which was independently developed by the receiving Party or its affiliated companies or lawfully received free of restriction from another source having the right to treat the divulging party's confidential furnish such information as private and confidential and safeguard it accordinglyor data; 4.2. except as permitted b) which at the time of disclosure to the Receiving Party or its affiliated companies was known to the Receiving Party or its affiliated companies free of restriction and evidenced by documentation in the Receiving Party’s possession; c) which the Disclosing Party agrees in writing is free of such restrictions. 22.3 This restriction shall continue to apply for three (3) years after the termination of this Agreement, not . 22.4 In the event that the receiving Party or anyone to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, whom it has transmitted the confidential information becomes legally compelled to disclose any of this information, the Receiving Party shall provide the other party in any manner, for any reason Party with prompt written notice (not less than 24 hours) so that the disclosing Party may seek a protective order or purpose whatsoever without the prior written consent of the divulging party, and provided that in other appropriate remedy. In the event that such protective order or other remedy is not obtained, the receiving Party shall furnish only that portion of the confidential information being proprietary to a third party, it shall also be incumbent on which the receiving party Party is legally required to disclose and shall exercise his best efforts to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use reliable assurance that confidential treatment will be accorded the confidential information information. 22.5 Received confidential information, including all copies thereof, shall be returned to the disclosing Party or destroyed after the Receiving Party’s need for it has expired or upon termination of this Agreement and upon reasonable request of the disclosing Party. 22.6 Neither Party shall make any purpose whatsoever public announcement, statement, press release or communicate with any third party about the existence and/or contents and/or performance of this Agreement without the other Party’s prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, subany non-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised compliant disclosure by such representatives. In a Party shall entitle the other Party to terminate this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFTAgreement forthwith without any liability. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. The parties agree and undertake As consideration for having access to or receiving any Confidential Information, each Party agrees that it shall use the same efforts to protect the confidentiality of the Confidential Information as it uses to protect its own proprietary information or industry standards, whichever are higher. Each Party shall provide access to the other Party’s Confidential Information solely to its employees or contractors having a “need to know” such Confidential Information in favour order to carry out the Purpose, provided further that such employee or contractor owes to such Party an obligation of each other: 4.1. confidence at least as restrictive as such Party owes to treat the divulging party's confidential information as private and confidential and safeguard it accordingly; 4.2. except as permitted by other Party under this Agreement. Neither Party shall disclose or disseminate, not or permit any of its employees to disclosedisclose or disseminate, publishthe Confidential Information to any third party without the other Party's prior written consent. In no event shall either Party use the other's Confidential Information to compete with the other Party, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, without the confidential information express written approval of the other party in Party. The undertakings and obligations of each Party under this paragraph 2 shall not apply, however, to any mannerinformation which it can establish to have: (i) become publicly known through no action on the recipient's part, proof of which rests upon the recipient Party; (ii) been known by the recipient prior to receipt, proof of which rests upon the recipient Party; (iii) been independently developed by the recipient, proof of which rests upon the recipient Party; (iv) been approved for any reason public release by the other's written authorization; or purpose whatsoever without (v) been required to be disclosed by law, or to a competent court, government or regulatory body having the prior written consent of the divulging partyright to same, and provided that the recipient Party notifies the disclosing Party of such requirement within a reasonably sufficient time to permit the disclosing Party to challenge such requirement prior to such disclosure. Each Party shall promptly notify the other Party in the event that it becomes aware of any unauthorized access to, or use or disclosure of, any of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFTParty’s Confidential Information. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. The parties agree (a) Neither the Management Company nor the Medical Group, nor their respective employees, stockholders, consultants or agents shall, at any time after the execution and undertake in favour of each other: 4.1. to treat the divulging party's confidential information as private and confidential and safeguard it accordingly; 4.2. except as permitted by this Agreementdelivery hereof, not to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, the confidential information of indirectly disclose any Confidential or Proprietary Information relating to the other party in hereto to any mannerperson, firm, corporation, association or other entity, nor shall either party, or their respective employees, stockholders, consultants or agents make use of any of such Confidential or Proprietary Information for its or their own purposes or for the benefit of any reason person, firm, corporation or purpose whatsoever other entity except the parties hereto or any subsidiary or affiliate thereof. The foregoing obligation shall not apply to any information which a party hereto can establish to have (a) become publicly known without breach of this Agreement by it or them, (b) to have been given to such party by a third party who is not obligated to maintain the confidentiality of such information, or (c) is disclosed to a third party with the prior written consent of the divulging party, and provided that in the event other party hereto. Nothing contained herein shall be construed to prevent any party hereto from disclosing any Confidential or Proprietary Information of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving any other party to obtain its professional advisers for purposes of evaluating, negotiating or otherwise assisting such party in connection with the consent of such third party; 4.3. except as permitted transactions contemplated by this Agreement; provided that such party shall be liable to such other party for the disclosure by any of its professional advisers of such other party's Confidential or Proprietary Information, not to utilise, employ, exploit or in any other manner whatsoever use the confidential unless such information for any purpose whatsoever without the prior written consent falls within one of the divulging partycategories set forth in clauses (a), and provided that in the event (b) or (c) of the confidential preceding sentence. (b) For purposes of this Section 14, the term "Confidential or Proprietary Information" means all information being proprietary known to a third partyparty hereto, it shall also be incumbent on the receiving party or to obtain the consent any of such third party; 4.4. to restrict the dissemination of the confidential information to only those its employees, shareholdersstockholders, partnersofficers, members, directors or consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating relates to the storage of personal Transaction Documents, patient medical and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential billing records, trade secrets, books and records, supplies, pricing and cost information, give marketing plans, strategies and forecasts. Nothing contained herein shall prevent a written undertaking in favour party hereto from furnishing Confidential or Proprietary Information pursuant to a direct order of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands a court of unauthorised persons or entitiescompetent jurisdiction.

Non-Disclosure. a) The parties agree information shall be deemed the exclusive property of the furnishing party. The information and undertake all copies thereof shall be returned to the furnishing party upon the furnishing party’s request. The receiving party will not use the information for any purpose other than in favour accordance with the terms of each other:this Agreement. 4.1b) The receiving party shall use the same degree of care as it uses with its own propriety information to protect and maintain the confidentiality of the information of the furnishing party. The receiving party understands that he/she may review sensitive member information and trade secrets, and agrees to treat maintain confidentiality of all information. c) The receiving party agrees it will not allow any of its employees, agents, representatives, affiliates or any other person(s) to disclose or use any of the divulging information of the furnishing party's confidential , except in accordance with the terms of the Agreement. d) If the receiving party or any of its employees, agents, representatives, affiliates or any other person(s) shall attempt to use or dispose of any of the information as private and confidential and safeguard it accordingly; 4.2. except as permitted by of the furnishing party in a manner contrary to the terms of this Agreement, the furnishing party shall have the right, in addition to such other remedies, which may be available to it, to injunctive relief enjoining such acts or attempts, it being acknowledged that legal remedies are inadequate. e) The information is being furnished and/or disclosed for the sole purpose of examining the feasibility of a contract or a business relationship between the individual(s) identified above and the information is not to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on disseminated by the receiving party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, any other individual or entity and is not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on used by the receiving party for any other purpose f) All information shall be destroyed or returned to obtain the consent of such third party; 4.4. to restrict the dissemination furnishing party whenever any of the confidential Parties so request in writing or upon termination of this Agreement for any reason. Any Party who disclosed information to only those another party or entity (e.g., employees, shareholdersrepresentatives, partners, affiliates or independent contractors) must assure that all such parties or entities return or destroy said information. If any of the Parties so requests in written or upon the termination of this Agreement for any reason. g) The Parties are aware of and understand Member Confidentiality as referred to in Section 264 of the Health Insurance Profitability and Accountability Act of 1996 (HIPPA). All member information is considered highly sensitive and may not be disseminated. h) ACBN Executive Board members, consultantsemployees, professional advisorssubject-matter experts (SMEs), contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have all those with access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential exam information on substantially the same terms are prohibited from developing or delivering examination preparation products and conditions contained within this Agreement; 4.6. are not eligible to take all practical steps, both before the examination during their tenure and after disclosure, to impress upon for a period of two years following the receiving party's representatives who are given end of their access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entitiesexamination content.

Non-Disclosure. The Parties shall use the Confidential Information only for the Purpose and not disclose any or part or summary or extract of the Confidential Information to any third party, including third parties agree affiliated with the other Party, without that Party’s prior written consent, which prior consent the Party may refuse to give without assigning any reasons. The Parties shall hold and undertake keep in favour of each other: 4.1. to strictest confidence any and all Confidential Information and shall treat the divulging party's confidential information Confidential Information with at least the same degree of care and protection as private and confidential and safeguard it accordingly; 4.2would treat its own Confidential Information. except as permitted by this Agreement, EitherParty shall not to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, disclose the confidential information sale of materials of the other party Party to any individual/person/any client of the other Party. Either Party shall not copy or reproduce in any mannerway (including without limitation, store in any computer or electronic system) any Confidential Information or any documents containing Confidential Information without the Party’s prior written consent. The Party shall immediately upon request by the other Party deliver to the Party owning the Confidential Information that has been disclosed to the other Party, including all copies (if any) made in terms of these. EitherParty shall not commercially/non-commercially use or disclose any Confidential Information or any materials derived therefrom to any other person or entity other than persons in the direct employment of the other Party who have a need to haveaccess to and knowledge of the Confidential Information solely for the Purpose as defined above, and such persons are under similar obligation of confidentiality and non-disclosure as these presents. In the event that any employees, agents or affiliates of either Party disclose or cause to be disclosed the Confidential Information, that Party shall be liable for such disclosure. The Parties may not disclose Confidential Information to any third party under any circumstances regardless of whether the third party has executed a Non-Disclosure Agreement with the Party. BothParties agrees to notify the other Party immediately if it learns of any use or disclosure of the Party's Confidential Information in violation of the terms of this Agreement. The Parties further acknowledge and agree that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by either Party, or by any of its respective directors, officers, employees, agents or advisers, as to, or in relation to, the accuracy of completeness of any Confidential Information made available to the other Party or its advisers; it is responsible for making its own evaluation of such Confidential Information. During the term of this agreement, eitherParties may use the association with the other Party only towards the purpose as envisaged under their business association under this Agreement. Both theParties hereby acknowledge, understand and agree that they shall not approach the clients of the other Party in any manner for whom one Party has delivered a product or a service on behalf of the other Party, for any reason an existing project or purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFTfuture projects. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. The parties agree (a) Neither the Management Company nor the Medical Group, nor their respective employees, stockholders, consultants or agents shall, at any time after the execution and undertake in favour of each other: 4.1. to treat the divulging party's confidential information as private and confidential and safeguard it accordingly; 4.2. except as permitted by this Agreementdelivery hereof, not to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, the confidential information of indirectly disclose any Confidential or Proprietary Information relating to the other party in hereto to any mannerperson, firm, corporation, association or other entity, nor shall either party, or their respective employees, stockholders, consultants or agents make use of any of such Confidential or Proprietary Information for its or their own purposes or for the benefit of any reason person, firm, corporation or purpose whatsoever other entity except the parties hereto or any subsidiary or affiliate thereof. The foregoing obligation shall not apply to any information which a party hereto can establish (a) to have become publicly known without breach of this Agreement by it or them, (b) to have been given to such party by a third party who is not obligated to maintain the confidentiality of such information, or (c) is disclosed to a third party with the prior written consent of the divulging party, and provided that in the event other party hereto. Nothing contained herein shall be construed to prevent any party hereto from disclosing any Confidential or Proprietary Information of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving any other party to obtain its professional advisers for purposes of evaluating, negotiating or otherwise assisting such party in connection with the consent of such third party; 4.3. except as permitted transactions contemplated by this Agreement; provided that such party shall be liable to such other party for the disclosure by any of its professional advisers of such other party's Confidential or Proprietary Information, not to utilise, employ, exploit or in any other manner whatsoever use the confidential unless such information for any purpose whatsoever without the prior written consent falls within one of the divulging partycategories set forth in clauses (a), and provided that in the event (b) or (c) of the confidential preceding sentence. (b) For purposes of this Section 14, the term "Confidential or Proprietary Information" means all information being proprietary known to a third partyparty hereto, it shall also be incumbent on the receiving party or to obtain the consent any of such third party; 4.4. to restrict the dissemination of the confidential information to only those its employees, shareholdersstockholders, partnersofficers, members, directors or consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating relates to the storage of personal Transaction Documents, patient medical and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential billing records, trade secrets, books and records, supplies, pricing and cost information, give marketing plans, strategies and forecasts. Nothing contained herein shall prevent a written undertaking in favour party hereto from furnishing Confidential or Proprietary Information pursuant to a direct order of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands a court of unauthorised persons or entitiescompetent jurisdiction.

Non-Disclosure. The parties agree and undertake Receiving Party, in favour consideration of each other: 4.1. to treat the divulging party's confidential information as private and confidential and safeguard it accordingly; 4.2. except as permitted disclosure of Confidential Information obtained by the Disclosing Party under this Agreement, shall: a) solely and exclusively use Confidential Information of the Disclosing Party for the Purpose; and b) unless otherwise agreed by the Parties in writing, not to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, use Confidential Information of the Disclosing Party whether directly nor indirectly for any other purpose, neither for own purposes nor in its own business model, supply and services programme, products and/or programs, products with third parties (irrespective of whether such supply and services programs or indirectlyproducts are already existing or need to be developed). In particular, the confidential information Receiving Party will not use any Confidential Information obtained from the Disclosing Party i) for the design of an identical or similar system, equipment, device or machine or part thereof; or ii) for the direct or indirect manufacture or sale of any equipment, device, machine or part thereof; or iii) for the performance of similar work for others or similar assistance of consultancy services for any third parties; or iv) to wholly or partly disassemble, decompile, decode, redesign and/or reverse engineer it, and c) not make accessible any Confidential Information of the other party Disclosing Party to the public or any third parties (including without limitation any patent office) in any manner, for any reason way or purpose whatsoever form without prior the prior written consent permission of the divulging partyDisclosing Party; and d) be allowed to make Confidential Information of the Disclosing Party accessible only to those of its Representatives as well as to the employees, officers, and provided that in / or directors of its Affiliates on a reasonable need-to-know basis for the event proper fulfilment of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.3. except as permitted by Purpose under this Agreement, not provided that said Affiliates and their respective employees, officers, and / or directors are bound by secrecy and non-use obligations no less strict than those that bind the Parties under this Agreement. The Receiving Party shall be liable to utilise, employ, exploit or in any other manner whatsoever use the confidential information Disclosing Party for any purpose whatsoever without breach of said obligations by the prior written consent Receiving Party's Representatives as laid out in this Agreement. e) treat any and all Confidential Information of the divulging party, Disclosing Party as confidential and provided that to exercise the same degree of care as in the event respect of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFTsimilar significance, however to exercise at least a degree of reasonable care. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. The parties agree and undertake in favour of each other:4.1 THE RECEIVING PARTY undertakes that - 4.1. to 4.1.1 it will treat the divulging disclosing party's ’s confidential information as private and confidential and safeguard it accordingly; 4.2. 4.1.2 it will not use (except as permitted by this Agreement, not to disclose, publish, copy, reproduce, in 3 above) or disclose or release or copy or reproduce or publish or circulate or reverse engineer, circulate, or engineer and/or decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving disclosing party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors person or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis entity; and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging disclosing party's ’s confidential information falling failing into the hands of unauthorised persons or entities; 4.1.3 it shall not disclose the confidential information of the disclosing party to any employee, consultant, professional adviser, contractor or sub-contractor or agent of the receiving party (collectively referred to herein as "representative") or an affiliate of the receiving party, nor shall they be given access thereto by the receiving party - 4.1.3.1 unless it is strictly necessary for the purposes referred to in 2.1 above; and 4.1.3.2 the receiving party shall have procured that the representative, affiliate or consultant to whom or to which such information is disclosed or made available shall have agreed to be bound by all the terms of this agreement, and, in such event, the receiving party hereby indemnifies the disclosing party against any loss, harm or damage which it may suffer as a result of the unauthorised disclosure of confidential information by a representative, affiliate or consultant. 4.2 Any documentation or written record or other material containing confidential information (in whatsoever form) which comes into the possession of the receiving party shall itself be deemed to form part of the confidential information of the disclosing party. The receiving party shall, on request, and in any event if the discussions referred to in 2.1 above should not result in an agreement, return to the disclosing party all of its confidential information which is in physical form (including all copies) and shall destroy any other records (including, without limitation, those in machine readable form) as far as they contain the disclosing party’s confidential information. The receiving party will, upon written or oral request from the disclosing party and within five (5) business days of the disclosing party’s request, provide the disclosing party with written confirmation that all such records have been destroyed.

Non-Disclosure. The parties agree 3.1 Each of the Parties retains all right, title and undertake interest in favour and to its Confidential Information and each party acknowledges that it has no claim of each other:any nature in and to the Confidential Information that is proprietary to the other Party. 4.1. 3.2 Each of the Parties undertakes to treat maintain the divulging party's confidential information as private and confidential and safeguard it accordingly; 4.2. except as permitted by this Agreement, not to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, the confidential information confidentiality of any Confidential Information of the other party in Party to which it may gain or have gained access whether before or after the Commencement Date, and whether intentionally disclosed or inadvertently made available or exposed to the receiving Party. The receiving Party may not divulge or permit to be divulged to any manner, for person any reason or purpose whatsoever without the prior written consent aspect of the divulging party, and provided that in the event Confidential Information of the confidential information being proprietary to a third partydisclosing Party, it shall also save as may be incumbent on authorised in writing by the receiving party to obtain disclosing Party or as may have been contemplated by the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use Parties and is necessary for the confidential information for any purpose whatsoever without the prior written consent of the divulging partyProject, and provided that in which events such disclosure are subject to the event provisions of clause 4 of this agreement. 3.3 Each of the confidential information being proprietary to a third party, it shall also be incumbent on Parties will abide by all the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination rules and procedures of the confidential information other Party designed to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised protect such other Party’s Confidential Information and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may reasonably be reasonably necessary to prevent the divulging party's confidential information Confidential Information of the other Party falling into the hands of an unauthorised persons third party. 3.4 Any documents and/or material embodying Confidential Information of either of the Parties which comes into the possession of the other Party or entitiesthat may be generated by the other Party in the performance of the Project will (unless the disclosing Party provides its written consent to the contrary): 3.4.1 not be copied, reproduced, published or circulated by the receiving Party other than for those purposes contemplated by the Parties and only insofar as it is necessary for the purpose of the Project; and 3.4.2 be surrendered to the disclosing Party on demand, and in any event on the termination of the Project.

Non-Disclosure. 4.1 The parties agree and undertake in favour of each other:Counterparty undertakes to the Divulging Party that – 4.1. to 4.1.1 the Counterparty will treat the divulging party's Divulging Party’s confidential information as private and confidential and safeguard it accordingly; 4.2. 4.1.2 the Counterparty will not use (except as permitted by this Agreementin paragraph 1 above), not to disclose, publishdivulge, copy, reproduce, reverse engineerpublish, circulate, reverse, engineer and/or decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors person or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis entity; and the receiving party Counterparty shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's Divulging Party’s confidential information falling into the hands of unauthorised persons or entities; 4.1.3 the Counterparty shall not disclose the confidential information of the Divulging Party to any employee, consultant, contractor or sub-contractor or agent of the Counterparty (collectively referred to herein as “representative” of the Counterparty) or an affiliate of the Counterparty, nor shall they be given access thereto by the Counterparty – 4.1.3.1 unless it is upon prior written consent of the Divulging Party, OR 4.1.3.2 unless it is strictly necessary for the purposes referred to in the preamble above; OR 4.1.3.3 unless the Counterparty shall have procured that the representative or affiliate to whom or to which such information is disclosed or made available shall have agreed to be bound by all the terms of this Agreement; 4.1.3.4 and, in such event, the Counterparty hereby irrevocably and unconditionally indemnifies the Divulging Party against any loss, which the Divulging Party may suffer as a result of the unauthorised disclosure of confidential information by a representative or affiliate. 4.2 Any documentation or written record or other material containing confidential information (in whatsoever form) which comes into the possession of the Counterparty shall itself be deemed to form part of the confidential information of the Divulging Party. The counter party shall, on request, return to the Divulging Party all of the Divulging Party’s confidential information which is in physical form (including all copies) and shall destroy any other records (including, without limitation, those in machine readable form) as far as they contain the Divulging Party’s confidential information.

Non-Disclosure. The parties agree 1.1 Having regard to the fact that party may, during the terms and undertake implementation of this agreement and in the course of the negotiations referred to in disclose some or all of its confidential information to the other party, each party hereby undertakes in favour of each other: 4.1. the other party that, in order to treat protect their respective proprietary interests in their confidential information, no party shall, during the divulging party's confidential information as private and confidential and safeguard it accordingly; 4.2. except as permitted by existence of this Agreementagreement or at any time thereafter, not to discloseuse, publishdisclose or divulge, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party to any person, whether in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives employ or not, or to any entity who are given access is not a party to the confidential information, the secret and confidential nature thereof; andthis agreement. 4.7. to 1.2 The receiving party shall take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised third parties. 1.3 The parties agree that confidential information of the divulging party may be disclosed by the receiving party to its staff, professional advisers, agents and consultants should that be strictly necessary for the negotiation referred to in , provided that the receiving party shall take whatever steps are necessary to procure that such staff, professional advisers, agents and consultants agree to abide by the terms of this agreement in order to prevent the unauthorised disclosure of the confidential information to third parties. 1.4 The receiving party undertakes not to use, exploit or in any other manner whatsoever apply the confidential information disclosed to it for any purpose whatsoever other than for the purpose for which it was disclosed and otherwise than in accordance with the provisions of this agreement, save with the prior written consent of the divulging party. 1.5 The receiving party acknowledges that the unauthorised disclosure of the confidential information of the divulging party to a third party may cause irreparable loss, harm and damage to the divulging party and accordingly the receiving party indemnifies and holds the divulging party harmless against any loss, action, expense, claim, harm or damage, of whatever nature, suffered or sustained by the divulging party pursuant to a breach by the receiving party of the provisions of this agreement. 1.6 Any documentation or records relating to the divulging party's confidential information which comes into the possession of the receiving party during the existence of this agreement or at any time thereafter:- 1.6.1 shall be deemed to form part of the confidential information of the divulging party; 1.6.2 shall be deemed to be the property of the divulging party; 1.6.3 shall not be copied, reproduced, published or circulated by the receiving party; 1.6.4 shall be surrendered to the divulging party on demand, and in any event on the termination of this agreement, and the receiving party shall not retain any extracts therefrom; 1.7 unless the parties otherwise agree in writing. 1.8 The parties shall procure that any of their employees, professional advisors, agents, consultants, or other persons who may have the opportunity of receiving or entitieshaving access to any of the confidential information of a divulging party are aware of and are bound by this agreement. The parties agree to use their best endeavours to procure that such employees, professional advisors, agents, consultants and persons will be bound by this agreement even after their relationship with the receiving party has been terminated. 1.9 The above undertakings by each party relating to confidentiality shall not apply to information which: 1.9.1 is or hereafter becomes part of the public domain otherwise than by the default of the receiving party; or 1.9.2 can be shown to have been in the possession of the receiving party at the time of its disclosure hereunder; or 1.9.3 is acquired by a party independently from a third party acting in good faith which has not previously obtained the confidential information directly or indirectly under a confidentiality obligation from the divulging party; or 1.9.4 is acquired or developed by a party independently of the other party and in circumstances that do not amount to a breach of the provisions of this agreement; or 1.9.5 is disclosed by the receiving party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time or the requirements of any recognised stock exchange, provided that in these circumstances the receiving party shall advise the divulging party to take whatever steps it deems necessary to protect its interests in this regard, provided further that the receiving party will disclose only that portion of the confidential information which it is legally required to disclose and the receiving party will use its reasonable endeavors to protect the confidentiality of such information to the widest extent possible in the circumstances; or 1.9.6 is disclosed to a third party pursuant to the prior written authorization of the divulging party. 1.10 Information, which is acquired pursuant to the implementation of this agreement, shall be deemed to be confidential information and shall be subject to the provisions contained in this clause.

Non-Disclosure. The parties agree (a) Neither the Management Company nor the Medical Group, nor their respective employees, stockholders, consultants or agents shall, at any time after the execution and undertake in favour of each other: 4.1. to treat the divulging party's confidential information as private and confidential and safeguard it accordingly; 4.2. except as permitted by this Agreementdelivery hereof, not to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, the confidential information of indirectly disclose any Confidential or Proprietary Information relating to the other party in hereto to any mannerperson, firm, corporation, association or other entity, nor shall either party, or their respective employees, stockholders, consultants or agents make use of any of such Confidential or Proprietary Information for its or their own purposes or for the benefit of any reason person, firm, corporation or purpose whatsoever other entity except the parties hereto or any subsidiary or affiliate thereof. The foregoing obligation shall not apply to any information which a party hereto can establish to have (a) become publicly known without breach of this Agreement by it or them, (b) to have been given to such party by a third party who is not obligated to maintain the confidentiality of such information, or (c) is disclosed to a third party with the prior written consent of the divulging party, and provided that in the event other party hereto. Nothing contained herein shall be construed to prevent any party hereto from disclosing any Confidential or Proprietary Information of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving any other party to obtain its professional advisers for purposes of evaluating, negotiating or otherwise assisting such party in connection with the consent of such third party; 4.3. except as permitted transactions contemplated by this Agreement; provided that such party shall be liable to such other party for the disclosure by any of its professional advisers of such other party's Confidential or Proprietary Information, not to utilise, employ, exploit or in any other manner whatsoever use the confidential unless such information for any purpose whatsoever without the prior written consent falls within one of the divulging partycategories set forth in clauses (a), and provided that in the event (b) or (c) of the confidential preceding sentence. (b) For purposes of this Section 15, the term "Confidential or Proprietary Information" means all information being proprietary known to a third partyparty hereto, it shall also be incumbent on the receiving party or to obtain the consent any of such third party; 4.4. to restrict the dissemination of the confidential information to only those its employees, shareholdersstockholders, partnersofficers, members, directors or consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating relates to the storage of personal Transaction Documents, patient medical and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential billing records, trade secrets, books and records, supplies, pricing and cost information, give marketing plans, strategies and forecasts. Nothing contained herein shall prevent a written undertaking in favour party hereto from furnishing Confidential or Proprietary Information pursuant to a direct order of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands a court of unauthorised persons or entitiescompetent jurisdiction.

Non-Disclosure. 4.1 The parties irrevocably agree that they shall not disclose or otherwise reveal directly or indirectly, to any third party, any confidential information provided by the divulging party to the receiving party, or otherwise acquired, particularly, contract terms, relevant information, or manufacturing processes, prices, fees, financing provided by one party to the other, or otherwise acquired, particularly, contract terms, product information, or manufacturing processes, prices, fees, financing arrangements, schedules, or information concerning the identity of sellers, producers, buyers, lenders, borrower brokers, lenders, distributors, refiners, manufacturers, technology owners, or the representatives, and undertake in favour specific individual names, addresses, principals, email addresses, fax and telephone numbers, references, product or technology information, confidential or and/or other information, advised by the divulging party to the receiving party as being privileged, without the prior specific written consent of each other:the divulging party providing such information. 4.1. 4.2 The receiving party undertakes to the divulging party that - 4.2.1 the receiving party will treat the divulging party's ’s confidential information as private and confidential and safeguard it accordingly; 4.2. 4.2.2 the receiving party will not use (except as permitted by this Agreement, not to disclose, publish, copy, reproduce, in 3 above) or disclose or divulge or copy or reproduce or publish or circulate or reverse engineer, circulate, engineer and/or decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging partyperson or entity, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such as much steps as may be reasonably necessary to prevent the divulging party's ’s confidential information falling into the hands of unauthorised persons or entities; 4.2.3 the receiving party shall not disclose the confidential information of the divulging party to any representative of the receiving party or an affiliate of the receiving party, nor shall they be given access thereto by the receiving party unless: 4.2.3.1 it is strictly necessary for the purposes referred to in 2.1 above, and 4.2.3.2 the receiving party shall have procured that the representative or affiliate to whom or to which such information is disclosed or made available shall have agreed to be bound by all the terms of this agreement; and, in such event, the receiving party hereby indemnifies the divulging party against any costs, claims, demands, liabilities, loss, harm or damage which the divulging party may suffer as a result of the unauthorised disclosure of confidential information by a representative or affiliate. 4.3 Any documentation or written record or other material containing confidential information (in whatsoever form) which comes into the possession of the receiving party shall itself be deemed to form part of the confidential information of the divulging party. 4.4 The receiving party shall, on request, and in any event on termination of discussions referred to in 2.1 above, unless otherwise agreed in writing, return to the divulging party all of the divulging party’s confidential information which is in physical form (including all copies) and shall destroy any other records (including without limitation, those in machine readable form) insofar as they contain the divulging party’s confidential information.

Non-Disclosure. 22.1 Neither of the Parties hereto shall divulge or communicate to any person (other than those with proper lawful authority to compel such disclosure as provided in Clause 22.4) or use or exploit for any purpose any of the trade secrets or confidential information or any financial or trading information of or relating to the other Party hereto or to this Agreement which such Party may receive or obtain as a result of or in connection with this Agreement. Each Party shall mark such information as proprietary or as confidential. Each Party shall limit access to such information to employees who need to know it for the purposes of this Agreement. The parties agree obligation of confidentiality shall equally apply to the existence and undertake content of this contract. 22.2 The duty to treat data and information in favour of each otherconfidence pursuant to this Confidentiality Agreement shall not apply to data and information: 4.1. a) which was independently developed by the receiving Party or its affiliated companies or lawfully received free of restriction from another source having the right to treat the divulging party's confidential furnish such information as private and confidential and safeguard it accordinglyor data; 4.2. except as permitted b) which at the time of disclosure to the Receiving Party or its affiliated companies was known to the Receiving Party or its affiliated companies free of restriction and evidenced by documentation in the Receiving Party’s possession; c) which the Disclosing Party agrees in writing is free of such restrictions. 22.3 This restriction shall continue to apply for three (3) years after the termination of this Agreement, not . 22.4 In the event that the receiving Party or anyone to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, whom it has transmitted the confidential information becomes legally compelled to disclose any of this information, the Receiving Party shall provide the other party in any manner, for any reason Party with prompt written notice (not less than 24 hours) so that the disclosing Party may seek a protective order or purpose whatsoever without the prior written consent of the divulging party, and provided that in other appropriate remedy. In the event that such protective order or other remedy is not obtained, the receiving Party shall furnish only that portion of the confidential information being proprietary to a third party, it shall also be incumbent on which the receiving party Party is legally required to disclose and shall exercise his best efforts to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use reliable assurance that confidential treatment will be accorded the confidential information information. 22.5 Received confidential information, including all copies thereof, shall be returned to the disclosing Party or destroyed after the Receiving Party’s need for it has expired or upon termination of this Agreement and upon reasonable request of the disclosing Party. 22.6 Neither Party shall make any purpose whatsoever public announcement, statement, press release or communicate with any third party about the existence and/or contents and/or performance of this Agreement without the other Party’s prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, subany non-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised compliant disclosure by such representatives. In a Party shall entitle the other Party to terminate this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFTAgreement forthwith without any liability. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. 4.1 The parties agree and undertake in favour of each other:Counterparty undertakes to the Divulging Party that – 4.1. to 4.1.1 the Counterparty will treat the divulging party's Divulging Party’s confidential information as private and confidential and safeguard it accordingly; 4.2. 4.1.2 the Counterparty will not use (except as permitted by this Agreementin paragraph 1 above), not to disclose, publishdivulge, copy, reproduce, reverse engineerpublish, circulate, reverse, engineer and/or decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors person or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis entity; and the receiving party Counterparty shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's Divulging Party’s confidential information falling into the hands of unauthorised persons or entities; 4.1.3 the Counterparty shall not disclose the confidential information of the Divulging Party to any employee, consultant, contractor or sub-contractor or agent of the Counterparty (collectively referred to herein as “representative” of the Counterparty) or an affiliate of the Counterparty, nor shall they be given access thereto by the Counterparty – 4.1.3.1 unless it is strictly necessary for the purposes referred to in the preamble above; OR 4.1.3.2 unless the Counterparty shall have procured that the representative or affiliate to whom or to which such information is disclosed or made available shall have agreed to be bound by all the terms of this Agreement; 4.1.3.3 and, in such event, the Counterparty hereby irrevocably and unconditionally indemnifies the Divulging Party against any loss, which the Divulging Party may suffer as a result of the unauthorised disclosure of confidential information by a representative or affiliate. 4.2 Any documentation or written record or other material containing confidential information (in whatsoever form) which comes into the possession of the Counterparty shall itself be deemed to form part of the confidential information of the Divulging Party. The counter party shall, on request, and in event of the discussions referred to in the preamble above not resulting in an agreement, return to the Divulging Party all of the Divulging Party’s confidential information which is in physical form (including all copies) and shall destroy any other records (including, without limitation, those in machine readable form) as far as they contain the Divulging Party’s confidential information.

Non-Disclosure. The parties Each party hereto acknowledges that the transactions contemplated by this Agreement will require an exchange of confidential information, including, without limitation trade secrets, proprietary technological information and customer lists (collectively, "Confidential Information"). With respect to such Confidential Information Truevision and Avid agree and undertake in favour of each otheras follows: 4.1(a) Each party shall hold in confidence all Confidential Information of the disclosing party and shall not disclose to any other person or use such Confidential Information for any purpose other than to prepare a necessary response or to perform work for the disclosing party as may be subsequently necessary. to treat the divulging party's confidential information as private and confidential and safeguard it accordingly; 4.2. except as permitted by this Agreement, not to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, the Avid may disclose confidential information of Truevision to subcontractors of Avid in order to manufacture Products for Avid pursuant to the other party in any manner, for any reason or purpose whatsoever without manufacturing rights granted under this Agreement provided that Avid obtain an agreement from such third parties to maintain the prior written consent confidentiality of the divulging information. (b) The obligations of Subparagraph (a) above shall not apply to information which is proved using tangible evidence to: (i) be or have become available to the public from a source other than the receiving party, and provided that ; (ii) be or have been released in writing by the event of the confidential information disclosing party as being proprietary no longer subject to a third party, it shall also this Agreement; (iii) be incumbent on or have been lawfully obtained by the receiving party from a third party not subject to obtain the consent of such third partyany nondisclosure obligation; 4.3. except as permitted by this Agreement, not (iv) have become lawfully known to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party prior to obtain the consent of such third party;disclosure; or 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of (v) have been developed by the receiving party completely independently of disclosure from the disclosing party. Each party acknowledges that a violation of this Section would constitute irreparable damage to the disclosing party and that any remedy at law would be inadequate and thereby consents to the entry of injunctive relief against such violation. (collectively referred to herein as "representatives"c) who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and The parties acknowledge that the receiving party shall at its own cost initiateobtain no rights of any kind in connection with trade secrets revealed to it and that any additional know-how, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard process, or improvements based upon the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information trade secrets of the KGFTdisclosing party shall be subject to ownership and other rights of the disclosing party, except as may be provided in this Agreement. 4.5. In this regard (d) Upon the written request of the disclosing party, the receiving party shall procure that its representatives who have access promptly return any and all materials furnished to it containing trade secrets. Without the divulging party's confidential information, give a written undertaking in favour express permission of the divulging party regarding the divulging disclosing party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access party agrees not to make or authorize the confidential making of any copies of such information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. 4.1 The parties agree and undertake in favour of each other:Counterparty undertakes to the Divulging Party that – 4.1. to 4.1.1 the Counterparty will treat the divulging party's Divulging Party’s confidential information as private and confidential and safeguard it accordingly; 4.2. 4.1.2 the Counterparty will not use (except as permitted by this Agreementin paragraph 1 above), not to disclose, publishdivulge, copy, reproduce, reverse engineerpublish, circulate, reverse, engineer and/or decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors person or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis entity; and the receiving party Counterparty shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's DivulgingParty’s confidential information falling into the hands of unauthorised unauthorized persons or entities; 4.1.3 the Counterparty shall not disclose the confidential information of the Divulging Party to any employee, consultant, contractor or sub-contractor or agent of the Counterparty (collectively referred to herein as “representative” of the Counterparty) or an affiliate of the Counterparty, nor shall they be given access thereto by the Counterparty – 4.1.3.1 unless it is upon prior written consent of the Divulging Party, OR 4.1.3.2 unless it is strictly necessary for the purposes referred to in the preamble above; OR 4.1.3.3 unless the Counterparty shall have procured that the representative or affiliate to whom or to which such information is disclosed or made available shall have agreed to be bound by all the terms of this Agreement; 4.1.3.4 and, in such event, the Counterparty hereby irrevocably and unconditionally indemnifies the Divulging Party against any loss, which theDivulging Party may suffer as a result of the unauthorized disclosure of confidential information by a representative or affiliate. 4.2 Any documentation or written record or other material containing confidential information (in whatsoever form) which comes into the possession of the Counterparty shall itself be deemed to form part of the confidential information of the Divulging Party. The counter party shall, on request, return to the Divulging Party all of the Divulging Party’s confidential information which is in physical form (including all copies) and shall destroy any other records (including, without limitation, those in machine readable form) as far as they contain the Divulging Party’s confidential information.

Non-Disclosure. The parties agree and undertake in favour of each other: 4.1. to treat Purchaser agrees that all information received from the divulging party's confidential information as private and Company, is confidential and safeguard it accordingly; 4.2for the sole use of the Purchaser and the contents of the information presented within the original PVTX Trading System Document and instructional videos are not to be disclosed, sold, resold or distributed in any manner by Purchaser without the express written permission from the Company. except as permitted Purchaser is hereby notified that the contents of the information are protected by United States and International Copyright. Purchaser agrees that this information is not to be sold or marketed in any type of computer program or included in any publications or articles produced by the Purchaser, and not to be disclosed in any type of course of instruction or seminar presented by the Purchaser. Purchaser agrees that such disclosure would result in considerable and irreparable damages to the Company and the “other Purchasers” of PVTX AUTOMATED TRADING SYSTEM, if the information is disclosed to other parties. Purchaser acknowledges and agrees that money damages alone will not be an adequate remedy for any breach of this Agreement or the Parties' respective obligations of confidentiality with respect to the contents of trading algorithms and information provided. Purchaser agrees that the Company shall be entitled to injunctive relief (without the need to prove irreparable harm or to post a bond) or other appropriate relief to restrain or redress any breach or threatened breach of the provisions of this Agreement, not in addition to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile any other remedies in law or otherwise transfer, whether directly or indirectlyequity. Therefore, the confidential Purchaser agrees to be held financially liable to the Company and to all “other Purchasers” (if any) who paid for this particular Trading System and information of about the operating algorithm, if said information is disclosed to any other party by any means. Company will permit disclosure of this knowledge to a legal spouse or legal children as long as they sign a Non-Disclosure Agreement in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging partytheir own name, and provided that in must also be of legal age and competence to sign a binding contract. In the event of a violation of this NON-DISCLOSURE AGREEMENT, the confidential information being proprietary Purchaser who has violated this contract will be liable to the Company for damages equivalent, at least, to the full purchase price of ALL PVTX Trading Systems sold to ALL other Purchasers, plus further damages as allowed by law. Upon breach of any such terms, Purchaser agrees that an initial $5,000 charge shall immediately be applied to their credit card or be billed to Purchaser for initial damages to be used for further prosecution of contractual breach and copyright infringement. If such initial breach fee and further damages are not paid, Purchaser understands and agrees that a negative credit report collection listing reflecting on Purchaser’s credit record may be submitted to a third partycredit reporting agency if Purchaser fails to fulfill the terms of this agreement. Purchaser further understands that the Company, it shall also be incumbent on intends to aggressively pursue and enact litigation for prosecution to the receiving party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent full extent of the divulging partylaw, for violation of International Copyright, as well as for full damages for the violation of this Non-Disclosure Agreement. Purchaser understands and agrees to the above terms of this agreement, and provided that in understands his licensed Kairos Platform will be enabled for use with the event PVTX Trading System purchased. It is the Purchaser’s full responsibility to protect the algorithm of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4PVTX Trading System. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFTInitial Here: . 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. Each party (the “Disclosing Party”) acknowledges and agrees that, during the term of this Agreement, the other party (the “Receiving Party”) and its Representatives (as hereinafter defined) will obtain knowledge of the Disclosing Party’s business plans, products, processes, software, know-how, trade secrets, formulas, methods, models, prototypes, discoveries, inventions, materials and reagents, improvements, disclosures, customers, prices, contractor and supplier lists, names and positions of employees and/or other information reasonably considered by the Disclosing Party to be proprietary and/or confidential (collectively, the “Confidential Information”). The parties agree and undertake in favour of each other: 4.1. Receiving Party agrees to treat keep the divulging party's confidential information as private Confidential Information secret and confidential and safeguard it accordingly; 4.2. except as permitted by not to publish, disclose or divulge any Confidential Information to any other person, or use any Confidential Information for the Receiving Party’s own benefit or to the detriment of the Disclosing Party, or for any purpose other than in connection with the performance of this Agreement, not to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging partyDisclosing Party, whether or not such Confidential Information was discovered or developed by the Receiving Party or any of its Representatives. The Receiving Party also agrees not to divulge, publish or use any proprietary and/or confidential information of others that the Disclosing Party is obligated to maintain in confidence. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to its employees, principals, subcontractors, and provided that in the event agents who perform services on behalf of the confidential information being proprietary Disclosing Party in accordance with this Agreement (collectively, the “Representatives”) and who have a need to a third partyknow such Confidential Information; provided, it shall also be incumbent on however, that each such Representative is (a) advised of the receiving party existence of this Agreement and the Receiving Party’s obligations hereunder, (b) legally obligated to obtain maintain the consent confidentiality of such third party; 4.3. except as permitted by Confidential Information in accordance with the terms of this Agreement, not and (c) under at least the same restrictions with respect to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFTConfidential Information as set forth herein. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. The parties agree By virtue of the agreement, Scale Calibrators and undertake the Customer may have access to information that is confidential to one another (“confidential information”). Confidential information shall include but not be limited to the pricing under the agreement, Scale Calibrators and its related supplier’s technologies, products, services, operations or customers, including without limitation, with respect to Scale Calibrators’ information and documentation regarding or contained in favour the System, Equipment, and the documentation regarding the System and the Equipment, and all information clearly identified as confidential at the time of each other: 4.1disclosure. Confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to treat the divulging disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party's confidential information as private and confidential and safeguard ; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party. Each party agrees that (a) it accordingly; 4.2. shall not use the Confidential Information of the other party except as permitted necessary for the performance of its activities as expressly authorized by this Agreement, (b) it shall not disclose or grant the use of the Confidential Information of the other party, except to disclosesuch of its directors, publishofficers or employees that need to know such Confidential Information for the purpose of performing its activities as expressly authorized by this Agreement, copy, reproduce, reverse engineer, circulate, decompile and (c) it shall not disclose or otherwise transfer, whether directly or indirectly, grant the confidential information use of the Confidential Information of the other party in to any manner, for any reason or purpose whatsoever third party without the prior written consent of the divulging other party. To the extent that disclosure is authorized by this Agreement, prior to disclosure, the party making the disclosure shall obtain written agreement of any such recipient to hold in confidence and provided that in the event not make use of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.3. except as Confidential Information for any purpose other than those permitted by this Agreement. Each party shall notify the other party promptly upon discovery of any unauthorized use or disclosure of the other party's Confidential Information. Except as otherwise provided in this Section 12, during the term of this Agreement and for a period of three (3) years thereafter, Customer shall not disclose any terms or conditions of this Agreement to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever third party without the prior written consent of Scale Calibrators. The confidentiality obligations contained in this Section 12 shall not apply to the divulging extent that such disclosure is reasonably necessary to comply with an applicable law, regulation of a governmental agency or order of a court of competent jurisdiction, provided that the party making the disclosure shall provide written notice thereof to the other party and a reasonable opportunity to object to such disclosure or to request confidential treatment of the Confidential Information subject to such disclosure, and shall reasonably cooperate with the other party in its efforts to preserve the confidentiality thereof. Upon written notification by the disclosing party, all Confidential Information of the disclosing party, and provided that all copies thereof shall be destroyed or returned and not retained by the receiving party in the event of the confidential information being proprietary to a third partyany form or for any reason and, upon request, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants furnish written confirmation that it has robustsecurity systems relating done so. No license to the storage of personal and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to , under any trademark, patent, copyright or other right, which is now or may thereafter be owned by the confidential informationdisclosing party, the secret and confidential nature or any subsidiary thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons , is either granted or entitiesimplied by this Agreement.

Non-Disclosure. The 3.1. In the interest of the protection and maintenance of the Protectable Interests, each party undertakes that it shall not, at any time whatsoever and notwithstanding the termination of the business relationship and/or negotiations between the parties agree and undertake in favour for whatsoever reason, without the prior written consent of each otherthe other party: 4.13.1.1. to treat the divulging party's confidential information as private and confidential and safeguard it accordingly; 4.2. except as permitted by this Agreementuse, not to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile disclose or otherwise transferdivulge, whether directly or indirectly, the confidential information of Confidential Information to any person (whether in the other party in party’s employ or not) or to any manner, for any reason person or purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to entity which is not a third party, it shall also be incumbent on the receiving party to obtain the consent of such third partyagreement; 4.33.1.2. except as permitted by this Agreementuse, not to utiliseexploit, employdisclose, exploit copy, divulge or in any other manner whatsoever use apply the confidential information Confidential Information disclosed to it for any purpose whatsoever for which it is disclosed and otherwise than in accordance with the provisions of this agreement; 3.1.3. derive any benefit, whether directly or indirectly, from the Confidential Information and, without limiting the prior written consent generality of the divulging partyaforegoing, and provided that be engaged, involved, concerned or interest, whether directly or indirectly, in the event economic exploitation of the Confidential Information. 3.2. The parties shall take all possible steps to prevent the Confidential Information Falling into the hands of unauthorised third parties. In order to give effect to their obligations in terms of the above clause, the parties, prior to making any disclosure, inform every person to whom disclosure of any of the Confidential Information is made in the manner permitted by the above clause of the confidential nature of the information being proprietary and of the terms imposed by this agreement and shall require them to abide by same. The parties accept full responsibility and vicarious liability for any actions or omissions of any such person insofar as same may result in any disclosure of any of the Confidential Information contrary to the terms of this agreement. 3.3. The parties acknowledge that the unauthorized disclosure of the Confidential Information of the other party to a third partyparty may cause irreparable loss, it shall also be incumbent on harm and damage to the receiving party to obtain whom the consent Confidential Information belongs and each party therefore indemnifies and holds the other party harmless against any loss, action, expense, claim, harm or damage, of such third whatever nature, sustained (whether directly or indirectly) by a party as a result of the party’s breach of its obligations in terms of this agreement. 3.4. Unless the parties otherwise agree in writing, any documents or records relating to the Confidential Information of the other party which come into the possession of either of them during the existence of this agreement or at any time thereafter: 3.4.1. shall be deemed to form part of the Confidential Information and shall be subject to the terms of this Agreement; 4.43.4.2. shall not be copied, reproduced, published or circulated by the party receiving the Confidential Information; and 3.4.3. shall be surrendered to restrict the dissemination of party who divulged the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only Confidential Information on a "need to know" basis demand and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFTnot retain any copies or extracts thereof. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. The parties agree and undertake in favour of each otherReceiving Party agrees: 4.1. to treat the divulging party's confidential information as private and confidential and safeguard it accordingly; 4.2. except 11.1 Except as permitted by this Agreement, not to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile disclose to any third party or otherwise transfer, whether directly or indirectly, the confidential information of the other party to publish any Confidential Information in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging party, Disclosing Party and provided that in the event of that the confidential information being Confidential Information is proprietary to a third party, it shall will also be incumbent on the receiving party Receiving Party to obtain the consent of such third party;. Notwithstanding the foregoing, the Parties may disclose such information to one or more third parties performing services contemplated in the WHEREAS- clause where: 4.3. except 11.1.1 such disclosure is necessary or otherwise naturally occurs in that entity’s scope of responsibility; and 11.1.2 the entity agrees in writing to assume the obligations imposed on the Receiving Party by this Agreement. 11.2 Except as permitted by this Agreement, and the Receiving Party provides written notification of the intended disclosure to the Disclosing Party who may, at its absolute discretion, refuse to permit the intended disclosure, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information Confidential Information for any purpose whatsoever without the prior written consent of the divulging party, Disclosing Party and provided that in the event of that the confidential information being Confidential Information is proprietary to a third party, it shall will also be incumbent on the receiving party Receiving Party to obtain the consent of such third party; 4.4. to 11.3 To restrict the dissemination of the confidential information Confidential Information only to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") its personnel who are actively involved in activities for which use of the confidential information Confidential Information is authorised and then only on a "“need to know" ” basis and the receiving party shall at its own cost Receiving Party will initiate, maintain and monitor internal security procedures reasonable reasonably acceptable to the Disclosing Party to prevent unauthorised unauthorized disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreementpersonnel; 4.6. to 11.4 To take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives ensure that its personnel who are given access to Confidential Information are bound by the confidential information, obligations imposed on a Receiving Party by this Agreement. 11.5 That it accepts full responsibility and liability for its personnel’s and Affiliates’ compliance with the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands terms of unauthorised persons or entitiesthis Agreement.

Non-Disclosure. The parties agree and undertake in favour of each other:4.1 THE RECEIVING PARTY undertakes that - 4.1. to 4.1.1 it will treat the divulging disclosing party's ’s confidential information as private and confidential and safeguard it accordingly; 4.2. 4.1.2 it will not use (except as permitted by this Agreement, not to disclose, publish, copy, reproduce, in 3 above) or disclose or release or copy or reproduce or publish or circulate or reverse engineer, circulate, or engineer and/or decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving disclosing party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors person or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis entity; and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging disclosing party's ’s confidential information falling into the hands of unauthorised persons or entities; 4.1.3 it shall not disclose the confidential information of the disclosing party to any employee, consultant, professional adviser, contractor or sub-contractor or agent of the receiving party (collectively referred to herein as "representative") or an affiliate of the receiving party, nor shall they be given access thereto by the receiving party - 4.1.3.1 unless it is strictly necessary for the purposes referred to in 2.1 above; and 4.1.3.2 the receiving party having procured that the representative, affiliate or consultant to whom or to which such information is disclosed or made available shall have agreed to be bound by all the terms of this agreement, and, in such event, the receiving party hereby indemnifies the disclosing party against any loss, harm or damage which it may suffer as a result of the unauthorised disclosure of confidential information by a representative, affiliate or consultant. 4.2 Any documentation or written record or other material containing confidential information (in whatsoever form) which comes into the possession of the receiving party shall itself be deemed to form part of the confidential information of the disclosing party. The receiving party shall, on request, and in any event if the discussions referred to in 2.1 above should not result in an agreement, return to the disclosing party all of its confidential information which is in physical form (including all copies) and shall destroy any other records (including, without limitation, those in machine readable form) as far as they contain the disclosing party’s confidential information. The receiving party will, upon written or oral request from the disclosing party and within five (5) business days of the disclosing party’s request, provide the disclosing party with written confirmation that all such records have been destroyed.

Non-Disclosure. The (a) Each of B/G and the Partners shall (i) -------------- take reasonable steps to prevent disclosure to unaffiliated third parties agree of any proprietary information relating to ICT, ECE or any of their business operations in the United Kingdom; (ii) use at least the same degree of care to avoid disclosure of such information as it uses with respect to its own proprietary information and undertake (iii) disclose such information to its Affiliates, directors, officers, employees and agents only on a need to know basis. (b) Each of B/G and the Partners shall have no obligation with respect to information which (i) is already known to it at the time of disclosure; (ii) is, at the time of that disclosure, or comes thereafter, in favour the public domain other than pursuant to a breach by it; (iii) is rightfully received from a third party without a restriction on further disclosure and without breach of each other:the provisions of this Section 4.7; (iv) is independently developed by it; or (v) is disclosed by ECE or ICT, as the case may be, without restriction. 4.1. to treat (c) Each of B/G and the divulging party's Partners agrees that (i) confidential information as private and confidential and safeguard it accordingly; 4.2. except as permitted by this Agreement, not to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, shall remain the confidential information property of the disclosing party, and nothing herein shall be deemed as granting to B/G or the Partners any express or implied license under any patent, copyright or other statutory right of ICT or ECE; (ii) all information transmitted in written or tangible form shall be promptly returned to the disclosing party in any manner, for any reason or purpose whatsoever destroyed upon written request at the option of the disclosing party; (iii) without the prior written consent of ICT or ECE, as the divulging partycase may be, neither B/G nor the Partners will disclose to any third party the fact that proprietary information has been made available to it; and provided that in (iv) without the event prior consent of the confidential information being proprietary to a third partyICT, it shall also be incumbent on the receiving not disclose to any third party any facts with respect to obtain the consent of ECE or ICT except where such third party; 4.3. except as permitted disclosure is required by this Agreement, not to utilise, employ, exploit law or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to by a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors governmental or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFTadministrative agency or body. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. The parties agree and undertake in favour of each other: 4.1. to treat Purchaser agrees that all information received from the divulging party's confidential information as private and Company, is confidential and safeguard it accordingly; 4.2for the sole use of the Purchaser and the contents of the information presented within the original K1 Trading System Document and instructional videos are not to be disclosed, sold, resold or distributed in any manner by Purchaser without the express written permission from the Company. except as permitted Purchaser is hereby notified that the contents of the information are protected by United States and International Copyright. Purchaser agrees that this information is not to be sold or marketed in any type of computer program or included in any publications or articles produced by the Purchaser, and not to be disclosed in any type of course of instruction or seminar presented by the Purchaser. Purchaser agrees that such disclosure would result in considerable and irreparable damages to the Company and the “other Purchasers” of K1 AUTOMATED TRADING SYSTEM, if the information is disclosed to other parties. Purchaser acknowledges and agrees that money damages alone will not be an adequate remedy for any breach of this Agreement or the Parties' respective obligations of confidentiality with respect to the contents of trading algorithms and information provided. Purchaser agrees that the Company shall be entitled to injunctive relief (without the need to prove irreparable harm or to post a bond) or other appropriate relief to restrain or redress any breach or threatened breach of the provisions of this Agreement, not in addition to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile any other remedies in law or otherwise transfer, whether directly or indirectlyequity. Therefore, the confidential Purchaser agrees to be held financially liable to the Company and to all “other Purchasers” (if any) who paid for this particular Trading System and information of about the operating algorithm, if said information is disclosed to any other party by any means. Company will permit disclosure of this knowledge to a legal spouse or legal children as long as they sign a Non-Disclosure Agreement in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging partytheir own name, and provided that in must also be of legal age and competence to sign a binding contract. In the event of a violation of this NON-DISCLOSURE AGREEMENT, the confidential information being proprietary Purchaser who has violated this contract will be liable to the Company for damages equivalent, at least, to the full purchase price of ALL K1 Trading Systems sold to ALL other Purchasers, plus further damages as allowed by law. Upon breach of any such terms, Purchaser agrees that an initial $5,000 charge shall immediately be applied to their credit card or be billed to Purchaser for initial damages to be used for further prosecution of contractual breach and copyright infringement. If such initial breach fee and further damages are not paid, Purchaser understands and agrees that a negative credit report collection listing reflecting on Purchaser’s credit record may be submitted to a third partycredit reporting agency if Purchaser fails to fulfill the terms of this agreement. Purchaser further understands that the Company, it shall also be incumbent on intends to aggressively pursue and enact litigation for prosecution to the receiving party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent full extent of the divulging partylaw, for violation of International Copyright, as well as for full damages for the violation of this Non-Disclosure Agreement. Purchaser understands and agrees to the above terms of this agreement, and provided that in understands his licensed Kairos Platform will be enabled for use with the event K1 Trading System purchased. It is the Purchaser’s full responsibility to protect the algorithm of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4K1 Trading System. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFTInitial Here: . 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. (a) The parties agree and undertake in favour of each other: 4.1. to treat the divulging party's confidential information as private and confidential and safeguard it accordingly; 4.2. except as permitted by this Agreement, not to discloseand any director, publishofficer, copymanager, reproducemember, reverse engineerpartner, circulateemployee, decompile agent, consultant, advisor or otherwise transferother representative of such party, whether directly or indirectlyincluding legal counsel, the accountants and financial advisors (“Party Representative”), shall hold and keep confidential all confidential information of the other party for a period of three (3) years after the Closing and all trade secrets of the other party for so long as such information is protected as ‘trade secrets’ under applicable law, provided, however, that such restriction on disclosure of confidential information does not apply to information which: (i) is in the public domain through no action on the part of the receiving party; or (ii) was in possession of the receiving party at the time of disclosure by the disclosing party; or (iii) is hereafter received by the receiving party from a third party who the receiving party reasonably and in good faith believes is not subject to any mannerconfidentiality or non-disclosure obligations to the disclosing party. (b) Failure to xxxx any of the confidential information or trade secrets as non-public, for any reason proprietary or purpose whatsoever confidential shall not affect its status as confidential information and trade secrets under the terms of this Agreement. (c) None of the parties or their respective Party Representatives shall, without the prior written consent of the divulging disclosing party, disclose or use any such confidential information or trade secrets, in whole or in part, except in connection with the Contemplated Transactions. Unless otherwise required by law, none of the parties shall disclose any confidential information or trade secrets acquired as a result of this Agreement to any Person, other than to its Party Representatives, and provided that in such other Persons (such as bankers and lessors) with whom it must communicate to consummate the event Contemplated Transactions, all of whom must also agree to keep the confidential information being proprietary and trade secrets confidential. If the Closing does not occur, each party will destroy or return to a third the disclosing party all copies of documents that contain that party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the ’s confidential information for any purpose whatsoever without or trade secrets. In no event shall the prior written consent foregoing confidentiality provisions apply to Buyer after the Closing to the extent of confidential information and trade secrets that are a part of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFTPurchased Assets. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. The parties agree 8.1 Each Party shall keep the existence and undertake in favour terms and conditions of each other: 4.1. to treat the divulging party's confidential information as private and this Agreement confidential and safeguard it accordingly; 4.2. shall not now or hereafter disclose any part hereof to any Person except as permitted by this Agreement, not to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party in any manner, for any reason or purpose whatsoever without (a) with the prior written consent of the divulging partyother Party; (b) as otherwise may be required by law, regulation or legal process (including the law of any stock market or NASDAQ); (c) to its Affiliates, and provided that in the event its and its Affiliates’ employees and agents, who have a need to know such information for purposes of exercising such Party’s rights or fulfilling such Party’s obligations under this Agreement and who are bound by confidentiality obligations no less protective of the confidential information being proprietary other Party than the provisions of this Section 8.1; (d) to legal counsel, accountants or other financial advisors representing such Party or its Affiliates and who are bound by conditions of confidentiality no less protective of the other Party than the provisions of this Section 8.1; or (e) to its actual or bona fide potential directors, financing sources, acquirers, stockholders, licensors or licensees who are bound by confidentiality obligations no less protective of the other Party than the provisions of this Section 8. 1. Notwithstanding the above, no disclosure of this Agreement shall be made pursuant to clause (b) above without the Party subject to such disclosure obligation (i) first giving the other Party reasonable prior notice of such intended disclosure (to the extent permitted by law) so as to allow such other Party sufficient time to seek a third partyprotective order or otherwise assure the confidentiality of this Agreement as such other Party shall deem appropriate, it shall also be incumbent on the receiving party (ii) taking all reasonable and lawful actions to obtain confidential treatment for such disclosure (including redacting financial terms wherever possible) and limiting the consent disclosure to the required purpose, and (iii) at the other Party’s request and expense, assisting in an attempt to object to or limit the required disclosure. 8.2 Each Receiving Party shall (A) not use the Confidential Information of such third party; 4.3. except as permitted by the Disclosing Party for any purpose other than to exercise the Receiving Party’s rights or fulfilling the Receiving Party’s obligations under this Agreement, and (B) keep the Confidential Information of the Disclosing Party confidential and not now or hereafter disclose any Confidential Information of the Disclosing Party to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without Third Party except (a) with the prior written consent of the divulging partyDisclosing Party; (b) as otherwise may be required by law, regulation or legal process (including the law of any stock market or NASDAQ); (c) to its Affiliates, and provided that in the event its and its Affiliates’ employees and agents, who have a need to know such information for purposes of exercising such Party’s rights or fulfilling such Party’s obligations under this Agreement and who are bound by confidentiality and non-use obligations no less protective of the confidential information being proprietary other Party than the provisions of this Section 8.2; (d) to legal counsel, accountants or other financial advisors representing such Party or its Affiliates who are bound by confidentiality and non-use obligations no less protective of the other Party than the provisions of this Section 8.2; or (e) to its actual or bona fide potential directors, financing sources, acquirers, stockholders, licensors or licensees who are bound by confidentiality and non-use obligations no less protective of the other Party than the provisions of this Section 8.2. Notwithstanding the above, no disclosure of Confidential Information of the other Party shall be made pursuant to clause (B)(b) above without the Party subject to such disclosure obligation (i) first giving the other Party reasonable prior notice of such intended disclosure (to the extent permitted by law) so as to allow such other Party sufficient time to seek a third partyprotective order or otherwise assure the confidentiality of such other Party’s Confidential Information as such other Party shall deem appropriate, it shall also be incumbent on the receiving party (ii) taking all reasonable and lawful actions to obtain confidential treatment for such disclosure and limiting the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal required purpose, and confidential information of (iii) at the KGFTother Party’s request and expense, assisting in an attempt to object to or limit the required disclosure. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. 4.1 The parties agree and undertake in favour of each other:Counterparty undertakes to the Divulging Party that – 4.1. to 4.1.1 the Counterparty will treat the divulging party's Divulging Party’s confidential information as private and confidential and safeguard it accordingly; 4.2. 4.1.2 the Counterparty will not use (except as permitted by this Agreementin paragraph 1 above), not to disclose, publishdivulge, copy, reproduce, reverse engineerpublish, circulate, reverse, engineer and/or decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors person or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis entity; and the receiving party Counterparty shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's Divulging Party’s confidential information falling into the hands of unauthorised persons or entities; 4.1.3 the Counterparty shall not disclose the confidential information of the Divulging Party to any employee, consultant, contractor or sub-contractor or agent of the Counterparty (collectively referred to herein as “representative” of the Counterparty) or an affiliate of the Counterparty, nor shall they be given access thereto by theCounterparty – 4.1.3.1 unless it is strictly necessary for the purposes referred to in the preamble above; OR 4.1.3.2 unless the Counterparty shall have procured that the representative or affiliate to whom or to which such information is disclosed or made available shall have agreed to be bound by all the terms of this Agreement; 4.1.3.3 and, in such event, the Counterparty hereby irrevocably and unconditionally indemnifies the Divulging Party against any loss, which the Divulging Party may suffer as a result of the unauthorised disclosure of confidential information by a representative or affiliate. 4.2 Any documentation or written record or other material containing confidential information (in whatsoever form) which comes into the possession of the Counterparty shall itself be deemed to form part of the confidential information of the Divulging Party. The counter party shall, on request, and in event of the discussions referred to in the preamble above not resulting in an agreement, return to the Divulging Party all of the Divulging Party’s confidential information which is in physical form (including all copies) and shall destroy any other records (including, without limitation, those in machine readable form) as far as they contain the Divulging Party’s confidential information.

Non-Disclosure. The parties agree and undertake in favour For purposes of each other: 4.1. to treat the divulging party's confidential information as private and confidential and safeguard it accordingly; 4.2. except as permitted by this Agreement, not to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party “Confidential Information” (collectively referred to herein as "representatives"“Confidential Information”) who are actively involved in activities for which use refers to information of the confidential Parties hereto relating to their business operations and products, including the Software Product, intellectual property, pro forma, marketing plans and programs, marketing materials and information; provided however, that Confidential Information includes only information of either party that is authorised initially disclosed in writing or other tangible form, clearly marked “Proprietary” or “Confidential” or marked with other restrictive markings of similar import; or if the same is initially disclosed in unmarked or intangible form, it is reduced to a properly marked tangible form and then only on a "need provided to know" basis and the receiving party shall at within thirty (30) days from the date of disclosure. For a period of three (3) years from the date of this Agreement, the receiving Party and its officers, directors, employees, advisors, consultants or affiliates will receive and maintain the Proprietary Information in confidence using the same degree of care and discretion to avoid disclosure, publication or dissemination of the Proprietary Information to any third party as it uses with its own cost initiatesimilar information that is does not wish to disclose, maintain publish or disseminate. Each party further agrees to return all of the Proprietary Information received from the other party and monitor internal security procedures reasonable destroy all copies thereof in its possession if so requested by the other Party. The foregoing obligations shall be inapplicable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating any information which: (A) prior to the storage receiver’s receipt thereof was publicly available or in receiver’s possession from a source other than the disclosing party; or (B) after receiver’s receipt thereof becomes publicly available otherwise than as a consequence of personal and confidential information a breach of receiver’s obligations hereunder; or (C) is rightfully acquired by receiver without a confidentially obligation from a third party who is under no obligation to disclose or maintain the confidentially of the KGFTConfidential Information; or (D) is independently developed by receiver. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. The parties Vendor and Distributor acknowledge that in the performance of their duties hereunder each may obtain access to Confidential Information (as defined below) of the other. Vendor and Distributor agree that, during the Term of this Agreement and undertake in favour for a period of each other: 4.1. to treat two years after the divulging party's confidential information as private and confidential and safeguard it accordingly; 4.2. except as permitted by termination of this Agreement, unless specifically permitted in writing by the other party, each will (x) retain in confidence and not disclose to discloseany third party, publishand (y) use only for the purpose of carrying out their duties hereunder, copyany such Confidential Information. As used herein, reproducethe term “Confidential Information” means any information, reverse engineer, circulate, decompile or otherwise transferdata, whether directly of a business or indirectlyscientific nature and whether in written, oral or tangible form, relating to Vendor’s and Distributor’s business or potential business or its research and development activities, not generally available to or known to the confidential information of public, and not otherwise known to the receiving party, that is disclosed to or learned by the other party in pursuant hereto. Confidential Information does not include, however, information which (a) was available to the receiving party on a non-confidential basis prior to its disclosure by the disclosing party or its representative; (b) becomes available to the receiving party on a non-confidential basis from a person other than the disclosing party or its representatives who are not otherwise bound by a confidentiality agreement with the disclosing party or any mannerof its representatives; (c) was independently developed or discovered by the receiving party; (d) has come within the public domain through no fault of, or action by, the receiving party or its representatives; or (e) which is required by law to be disclosed. For the avoidance of any doubt, such confidentiality restrictions on Vendor include, but are not limited to, disclosure of Distributor’s sales information to any third party which aggregates sales information/data for the production of industry market reports or analysis. It is understood that money damages would not be sufficient for any reason breach if this provision by either party or purpose whatsoever without the prior written consent of the divulging partytheir representatives, and provided the parties agree that each party shall be entitled to equitable relief, including, without limitation, injunction and specific performance in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent any breach of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFTprovision. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. The parties agree 5.1. Each party hereby agrees and undertake undertakes in favour of each otherthe other party that: 4.15.1.1. to it will, from the date of signature of this Agreement and notwithstanding termination of this Agreement, treat and keep the divulging other party's confidential information ’s Confiden- tial Information as private and confidential and safeguard it accordingly; 4.2. except as permitted by this Agreement, not to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take taking all such steps as may be reasonably necessary to prevent the divulging other party's confidential information ’s Confidential Information falling into the hands of unauthorised persons and in doing so shall, without limitation to the above objective standard, apply no lesser security measures and degree of care than those which it applies to its own Confidential Information; 5.1.2. it will not use the other party’s Confidential Information for any purpose other than the respective Authorised Purposes as set out in clauses 4.3 and 4.4 above, and without limitation to the generality thereof, it will not (and shall not attempt to) rewrite, reverse engineer, dissemble, access source codes, decompile, duplicate performance characteristics of, mod- ify, improve, create a derivative work, reconstruct or entitiescopy any intellectual property contained in or relating to the Confidential Information; and 5.1.3. it will not without the other party’s specific prior written consent, disclose or transfer, whether directly or indirectly, the Confidential Information of the other party to any third party and it will not disclose to any third party the fact that the Confidential Information has been made available to it or that discussions or negotiations are taking place between the parties or any other facts with respect to the negotiations between the parties. 5.2. The parties may disclose Confidential Information to a third party in so far as it is required for the Authorised Purposes, provided that the parties shall, prior to disclosing the Confidential Information, inform such third party of the confiden- tial nature of the information and shall ensure that any third party which receives or has access to the Confidential Information complies with the terms and condi- tions of this Agreement. Without limitation to this responsibility, the parties shall, prior to disclosing or granting access to the Confidential Information, procure that the receiving third party has agreed to be irrevocably bound by all the terms of this Agreement. The disclosing party hereby indemnifies and holds the other party harmless against any loss, harm, damage, prejudice or expense which it may suffer as a result of the third-party person breaching the undertakings contained in this Agreement. In addition and without limitation to the above indemnity, if such a third party that has received or had access to the Confidential Information breaches the terms of this Agreement, then the disclosing party shall, as soon as it becomes aware of any such breach inform the other party thereof, at its own cost take such action as is necessary or desirable to protect the other party’s interests in the Confidential Information and at its own cost provide the other party with such assistance, as the other party may reasonably request, to protect or exercise the other party’s interests or rights in relation to the Confidential Information. 5.3. The Author/Agent shall: 5.3.1. on request at any time; and/or 5.3.2. on termination of the engagement phase; and/or 5.3.3. if MYeBook is appointed to provide services to the Author/Agent, and such services are finally concluded; return to MYeBook all of MYeBook’s Confidential Information which is in physical form (including, without limitation, all copies and reproductions) and shall destroy any other records (including, without limitation, those in electronic or other ma- chine-readable form) as far as they contain MYeBook’s Confidential Information. 5.4. Subject to bearing the onus of proof that the relevant circumstances exist, a par- ty may disclose such Confidential Information as is required to be disclosed or released by such party in order to satisfy an order of a court of competent juris- diction or to otherwise comply with the provisions of any, court order, law or reg- ulation in force at the time or the requirements of any recognised stock exchange or governmental or regulatory authority, provided that, in these circumstances, the disclosing party shall: 5.4.1. inform the other party of the requirement to disclose prior to making the disclosure and provide the other party with a reasonable opportunity to agree to the disclosure or to contest the disclosure requirement and de- fend its interests in the Confidential Information; 5.4.2. disclose only that portion of the Confidential Information which it is legal- ly required to disclose; 5.4.3. use reasonable endeavours to protect the confidentiality of such informa- tion to the widest extent lawfully possible in the circumstances, and 5.4.4. co-operate with the other party, if the other party elects to contest any such disclosure and/or defend its interests in the Confidential Information and the other party undertakes to cover the reasonable costs of the dis- closing party in such circumstances.

Non-Disclosure. 4.1 The parties agree and undertake in favour of each other:receiving party undertakes that - 4.1. to 4.1.1 it will treat the divulging disclosing party's ’s confidential information as private and confidential and safeguard it accordingly; 4.2. 4.1.2 it will not use (except as permitted by this Agreement, not to disclose, publish, copy, reproduce, in 3 above) or disclose or release or copy or reproduce or publish or circulate or reverse engineer, circulate, or engineer and/or decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving disclosing party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors person or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis entity; and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging disclosing party's ’s confidential information falling failing into the hands of unauthorised persons or entities; 4.1.3 it shall not disclose the confidential information of the disclosing party to any employee, consultant, professional adviser, contractor or sub- contractor or agent of the receiving party (collectively referred to herein as "representative") or an affiliate of the receiving party, nor shall they be given access thereto by the receiving party - 4.1.3.1 unless it is strictly necessary for the purposes referred to in 2.1 above; and 4.1.3.2 the receiving party shall have procured that the representative, affiliate or consultant to whom or to which such information is disclosed or made available shall have agreed to be bound by all the terms of this agreement, and, in such event, the receiving party hereby indemnifies the disclosing party against any loss, harm or damage which it may suffer as a result of the unauthorised disclosure of confidential information by a representative, affiliate or consultant. 4.2 Any documentation or written record or other material containing confidential information (in whatsoever form) which comes into the possession of the receiving party shall itself be deemed to form part of the confidential information of the disclosing party. The receiving party shall, on request, and in any event if the discussions referred to in 2.1 above should not result in an agreement, return to the disclosing party all of its confidential information which is in physical form (including all copies) and shall destroy any other records (including, without limitation, those in machine-readable form) as far as they contain the disclosing party’s confidential information. The receiving party will, upon written or oral request from the disclosing party, and within five (5) business days of the disclosing party’s request, provide the disclosing party with written confirmation that all such records have been destroyed.

Non-Disclosure. The parties agree and undertake in favour of each other: 4.1. to treat Purchaser agrees that all information received from the divulging party's confidential information as private and Company, is confidential and safeguard it accordingly; 4.2for the sole use of the Purchaser and the contents of the information presented within the original STX Trading System Document and instructional videos are not to be disclosed, sold, resold or distributed in any manner by Purchaser without the express written permission from the Company. except as permitted Purchaser is hereby notified that the contents of the information are protected by United States and International Copyright. Purchaser agrees that this information is not to be sold or marketed in any type of computer program or included in any publications or articles produced by the Purchaser, and not to be disclosed in any type of course of instruction or seminar presented by the Purchaser. Purchaser agrees that such disclosure would result in considerable and irreparable damages to the Company and the “other Purchasers” of STX AUTOMATED TRADING SYSTEM, if the information is disclosed to other parties. Purchaser acknowledges and agrees that money damages alone will not be an adequate remedy for any breach of this Agreement or the Parties' respective obligations of confidentiality with respect to the contents of trading algorithms and information provided. Purchaser agrees that the Company shall be entitled to injunctive relief (without the need to prove irreparable harm or to post a bond) or other appropriate relief to restrain or redress any breach or threatened breach of the provisions of this Agreement, not in addition to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile any other remedies in law or otherwise transfer, whether directly or indirectlyequity. Therefore, the confidential Purchaser agrees to be held financially liable to the Company and to all “other Purchasers” (if any) who paid for this particular Trading System and information of about the operating algorithm, if said information is disclosed to any other party by any means. Company will permit disclosure of this knowledge to a legal spouse or legal children as long as they sign a Non-Disclosure Agreement in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging partytheir own name, and provided that in must also be of legal age and competence to sign a binding contract. In the event of a violation of this NON-DISCLOSURE AGREEMENT, the confidential information being proprietary Purchaser who has violated this contract will be liable to the Company for damages equivalent, at least, to the full purchase price of ALL STX Trading Systems sold to ALL other Purchasers, plus further damages as allowed by law. Upon breach of any such terms, Xxxxxxxxx agrees that an initial $5,000 charge shall immediately be applied to their credit card or be billed to Purchaser for initial damages to be used for further prosecution of contractual breach and copyright infringement. If such initial breach fee and further damages are not paid, Purchaser understands and agrees that a negative credit report collection listing reflecting on Purchaser’s credit record may be submitted to a third partycredit reporting agency if Purchaser fails to fulfill the terms of this agreement. Purchaser further understands that the Company, it shall also intends to aggressively pursue and enact litigation for prosecution to the full extent of the law, for violation of International Copyright, as well as for full damages for the violation of this Non-Disclosure Agreement. Xxxxxxxxx understands and agrees to the above terms of this agreement, and understands his licensed Kairos Platform will be incumbent on enabled for use with the receiving party STX Trading System purchased. It is the Purchaser’s full responsibility to obtain protect the consent algorithm of such third party; 4.3the STX Trading System. except Initial Here: . contracts. This analysis is for the Purchaser’s educational purposes and should not be taken as permitted by investment advice. Trading Systems may have extended periods of drawdown, are subject to unpredictable market conditions, and may stop being profitable altogether. Xxxxxxxxx agrees to hold harmless and indemnify the Company and all of their representatives from any and all claims, and liability of any kind arising from this AgreementTrading System, not to utilise, employ, exploit and any and all trading losses or in any other manner whatsoever use issue which may arise as a result of Purchaser’s trading the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFTSTX Trading System. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. The parties agree and undertake in favour For purposes of each other: 4.1. to treat the divulging party's confidential information as private and confidential and safeguard it accordingly; 4.2. except as permitted by this Agreement, any information concerning the Parties hereto, the Company, or the Project, and which is disclosed to another Party pursuant to this Agreement shall be considered “Confidential Information” of the disclosing Party. The Parties acknowledge that this Agreement itself constitutes the Confidential Information of all of the Parties. Each Party agrees that it will treat the Confidential Information of the other Parties with the same degree of care with which it treats its own Confidential Information, but in no event with less than a reasonable standard of care. Each Party agrees that it will disclose the Confidential Information of a disclosing Party only to its and its Affiliates’ respective members, shareholders, partners, directors, officers, employees and attorneys who have a need-to-know such information, and who have been informed of the proprietary and confidential nature thereof, and who are under an obligation of confidentiality with respect thereto or have agreed to be bound by confidentiality provisions at least as restrictive as those contained in this Section 6.02. Each Party further agrees that it will not to in any way, either directly or indirectly, disclose, publish, copycommunicate, reproduce, reverse engineer, circulate, decompile disseminate or otherwise transfer, whether directly or indirectly, the confidential information transfer any such Confidential Information of the other another Party to any third party in any manner, for any reason or purpose whatsoever without the prior written consent in each instance of the divulging partydisclosing Party (not to be unreasonably withheld) provided, and that Purchaser may disclose Confidential Information of a disclosing Party to any consultants or actual or potential investors (including any ratings agencies) in connection with providing financing of the Facility or any of its assets, the purchase of the Company, or of the operation of the Facility or any part thereof; and, provided that in Sellers may disclose Confidential Information to the event of parties to the confidential information being proprietary Credit Facility to a third party, it shall also be incumbent on the receiving party extent necessary to obtain the consent Lender Consent; provided, in each case, that such persons agree to be bound by confidentiality provisions at least as restrictive as those contained in this Section 6.02. Furthermore, each Party agrees that it will use the Confidential Information of such third party; 4.3. except as permitted by any other Party solely for the purpose of carrying out this Agreement, and not to utilisethe detriment of the disclosing Party or any of its Affiliates. Each Party shall immediately notify the disclosing Party of any unauthorized disclosure or use hereunder, employand shall use all reasonable efforts necessary to prevent further disclosure. Notwithstanding the foregoing, exploit or in Confidential Information of any other manner whatsoever use the confidential Party shall not include any information for any purpose whatsoever that: (a) was furnished by such Party prior this Agreement without the prior written consent of the divulging party, and provided that restrictions; (b) was in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors public domain without fault or agents knowledge of the receiving Party prior to such disclosure; (c) is received by either Party from a third party without restriction or breach of any duty of confidentiality and without breach of this Agreement; or (collectively referred to herein as "representatives"d) who are actively involved in activities for which use is independently developed by the receiving Party without reliance on the Confidential Information of the confidential information disclosing Party. Notwithstanding and without limiting the generality of this Section 6.02(a), this Section 6.02(a) is authorised subject to Section 6.02(b) and then only on a "need receiving Party may disclose Confidential Information of a disclosing Party to know" basis the extent permitted under Section 6.02(b). Sellers acknowledge and agree that from and after the receiving party shall at its own cost initiateClosing, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems any Confidential Information relating to the storage Company or the Project (other than this Agreement and the terms hereof) shall be Confidential Information of personal Purchaser and confidential information Company and not the Sellers or any of the KGFTtheir Affiliates. CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. The parties agree 8.1 Each Party shall keep the existence and undertake in favour terms and conditions of each other: 4.1. to treat the divulging party's confidential information as private and this Agreement confidential and safeguard it accordingly; 4.2. shall not now or hereafter disclose any part hereof to any Person except as permitted by this Agreement, not to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party in any manner, for any reason or purpose whatsoever without (a) with the prior written consent of the divulging partyother Party; (b) as otherwise may be required by law, regulation or legal process (including the law of any stock market or NASDAQ); (c) to its Affiliates, and provided that in the event its and its Affiliates’ employees and agents, who have a need to know such information for purposes of exercising such Party’s rights or fulfilling such Party’s obligations under this Agreement and who are bound by confidentiality obligations no less protective of the confidential information being proprietary other Party than the provisions of this Section 8.1; (d) to legal counsel, accountants or other financial advisors representing such Party or its Affiliates and who are bound by conditions of confidentiality no less protective of the other Party than the provisions of this Section 8.1; or (e) to its actual or bona fide potential directors, financing sources, acquirers, stockholders, licensors or licensees who are bound by confidentiality obligations no less protective of the other Party than the provisions of this Section 8.1. Notwithstanding the above, no disclosure of this Agreement shall be made pursuant to clause (b) above without the Party subject to such disclosure obligation (i) first giving the other Party reasonable prior notice of such intended disclosure (to the extent permitted by law) so as to allow such other Party sufficient time to seek a third partyprotective order or otherwise assure the confidentiality of this Agreement as such other Party shall deem appropriate, it shall also be incumbent on the receiving party (ii) taking all reasonable and lawful actions to obtain confidential treatment for such disclosure (including redacting financial terms wherever possible) and limiting the consent disclosure to the required purpose, and (iii) at the other Party’s request and expense, assisting in an attempt to object to or limit the required disclosure. 8.2 Each Receiving Party shall (A) not use the Confidential Information of such third party; 4.3. except as permitted by the Disclosing Party for any purpose other than to exercise the Receiving Party’s rights or fulfilling the Receiving Party’s obligations under this Agreement, and (B) keep the Confidential Information of the Disclosing Party confidential and not now or hereafter disclose any Confidential Information of the Disclosing Party to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without Third Party except (a) with the prior written consent of the divulging partyDisclosing Party; (b) as otherwise may be required by law, regulation or legal process (including the law of any stock market or NASDAQ); (c) to its Affiliates, and provided that in the event its and its Affiliates’ employees and agents, who have a need to know such information for purposes of exercising such Party’s rights or fulfilling such Party’s obligations under this Agreement and who are bound by confidentiality and non-use obligations no less protective of the confidential information being proprietary other Party than the provisions of this Section 8.2; (d) to legal counsel, accountants or other financial advisors representing such Party or its Affiliates who are bound by confidentiality and non-use obligations no less protective of the other Party than the provisions of this Section 8.2; or (e) to its actual or bona fide potential directors, financing sources, acquirers, stockholders, licensors or licensees who are bound by confidentiality and non-use obligations no less protective of the other Party than the provisions of this Section 8.2. Notwithstanding the above, no disclosure of Confidential Information of the other Party shall be made pursuant to clause (B)(b) above without the Party subject to such disclosure obligation (i) first giving the other Party reasonable prior notice of such intended disclosure (to the extent permitted by law) so as to allow such other Party sufficient time to seek a third partyprotective order or otherwise assure the confidentiality of such other Party’s Confidential Information as such other Party shall deem appropriate, it shall also be incumbent on the receiving party (ii) taking all reasonable and lawful actions to obtain confidential treatment for such disclosure and limiting the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal required purpose, and confidential information of (iii) at the KGFTother Party’s request and expense, assisting in an attempt to object to or limit the required disclosure. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. The parties agree and undertake in favour of each other:4.1 THE RECEIVING PARTY undertakes that - 4.1. to 4.1.1 it will treat the divulging disclosing party's ’s confidential information as private and confidential and safeguard it accordingly; 4.2. 4.1.2 it will not use (except as permitted by this Agreement, not to disclose, publish, copy, reproduce, in 3 above) or disclose or release or copy or reproduce or publish or circulate or reverse engineer, circulate, or engineer and/or decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving disclosing party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors person or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis entity; and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging disclosing party's ’s confidential information falling failing into the hands of unauthorised persons or entities; 4.1.3 it shall not disclose the confidential information of the disclosing party to any employee, consultant, professional adviser, contractor or sub- contractor or agent of the receiving party (collectively referred to herein as "representative") or an affiliate of the receiving party, nor shall they be given access thereto by the receiving party - 4.1.3.1 unless it is strictly necessary for the purposes referred to in 2.1 above; and 4.1.3.2 the receiving party shall have procured that the representative, affiliate or consultant to whom or to which such information is disclosed or made available shall have agreed to be bound by all the terms of this agreement, and, in such event, the receiving party hereby indemnifies the disclosing party against any loss, harm or damage which it may suffer as a result of the unauthorised disclosure of confidential information by a representative, affiliate or consultant. 4.2 Any documentation or written record or other material containing confidential information (in whatsoever form) which comes into the possession of the receiving party shall itself be deemed to form part of the confidential information of the disclosing party. The receiving party shall, on request, and in any event if the discussions referred to in 2.1 above should not result in an agreement, return to the disclosing party all of its confidential information which is in physical form (including all copies) and shall destroy any other records (including, without limitation, those in machine readable form) as far as they contain the disclosing party’s confidential information. The receiving party will, upon written or oral request from the disclosing party and within five (5) business days of the disclosing party’s request, provide the disclosing party with written confirmation that all such records have been destroyed.

Non-Disclosure. 23.1 Neither of the Parties hereto shall divulge or communicate to any person (other than those with proper lawful authority to compel such disclosure as provided in Clause 23.4) or use or exploit for any purpose any of the trade secrets or confidential information or any financial or trading information of or relating to the other Party hereto or to this Agreement which such Party may receive or obtain as a result of or in connection with this Agreement. Each Party shall xxxx such information as proprietary or as confidential. Each Party shall limit access to such information to employees who need to know it for the purposes of this Agreement. The parties agree obligation of confidentiality shall equally apply to the existence and undertake content of this contract. 23.2 The duty to treat data and information in favour of each otherconfidence pursuant to this Confidentiality Agreement shall not apply to data and information: 4.1. a) which was independently developed by the receiving Party or its affiliated companies or lawfully received free of restriction from another source having the right to treat the divulging party's confidential furnish such information as private and confidential and safeguard it accordinglyor data; 4.2. except as permitted b) which at the time of disclosure to the Receiving Party or its affiliated companies was known to the Receiving Party or its affiliated companies free of restriction and evidenced by documentation in the Receiving Party s possession; c) which the Disclosing Party agrees in writing is free of such restrictions. 23.3 This restriction shall continue to apply for three (3) years after the termination of this Agreement, not . 23.4 In the event that the receiving Party or anyone to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, whom it has transmitted the confidential information becomes legally compelled to disclose any of this information, the Receiving Party shall provide the other party in any manner, for any reason Party with prompt written notice (not less than 24 hours) so that the disclosing Party may seek a protective order or purpose whatsoever without the prior written consent of the divulging party, and provided that in other appropriate remedy. In the event that such protective order or other remedy is not obtained, the receiving Party shall furnish only that portion of the confidential information being proprietary to a third party, it shall also be incumbent on which the receiving party Party is legally required to disclose and shall exercise his best efforts to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use reliable assurance that confidential treatment will be accorded the confidential information information. 23.5 Received confidential information, including all copies thereof, shall be returned to the disclosing Party or destroyed after the Receiving Party’s need for it has expired or upon termination of this Agreement and upon reasonable request of the disclosing Party. 23.6 Neither Party shall make any purpose whatsoever public announcement, statement, press release or communicate with any third party about the existence and/or contents and/or performance of this Agreement without the other Party’s prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, subany non-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised compliant disclosure by such representatives. In a Party shall entitle the other Party to terminate this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFTAgreement forthwith without any liability. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging party's confidential information falling into the hands of unauthorised persons or entities.

Non-Disclosure. The parties agree and undertake in favour of each other: 4.1. to treat (a) Each Party hereto acknowledges that the divulging party's confidential information as private and confidential and safeguard it accordingly; 4.2. except as permitted transactions contemplated by this AgreementAgreement will require an exchange of confidential information, not including, without limitation trade secrets, proprietary technological and other commercially sensitive information, customer lists and similar information which is of a confidential or proprietary nature (collectively, "Confidential Information"). With respect to disclose, publish, copy, reproduce, reverse engineer, circulate, decompile or otherwise transfer, whether directly or indirectly, the confidential information such Confidential Information Supplier and Buyer agree as follows. (b) Each Party shall hold in confidence all Confidential Information of the other party in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging party, disclosing Party and provided that in the event of the confidential information being proprietary shall not disclose to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever person or use the confidential information such Confidential Information for any purpose whatsoever without other than to as necessary under this Agreement. (c) The obligations of subsection (b) above shall not apply to information which is proved using tangible evidence to: (i) be or have become available to the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to public from a third party, it shall also be incumbent on source other than the receiving party to obtain the consent of such third partyParty; 4.4. (ii) be or have been released in writing by the disclosing Party as being no longer Confidential Information which is subject to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6(iii) be or have been lawfully obtained by the receiving Party from a third party not subject to any nondisclosure obligation; (iv) have become lawfully known to the receiving Party prior to such disclosure; or (v) Have been developed by the receiving Party completely independently of the disclosing Party’s Confidential Information. (d) Each Party acknowledges that a violation of this Section C.1. Would constitute irreparable damage to take all practical stepsthe disclosing Party and that any remedy at law would be inadequate and thereby consents to the entry of injunctive relief against such violation without the requirement of posting a bond. (e) The Parties acknowledge that the receiving Party shall obtain no rights of any kind in connection with the other Party’s Confidential Information and that any additional know-how, both before and after disclosureprocess, to impress or improvements based upon the receiving party's representatives who are given access Confidential Information of the other Party shall be subject to ownership and other rights of the confidential informationother Party, except as may otherwise be provided in this Agreement. (f) Upon the written request of the disclosing Party, the secret and confidential nature thereof; and 4.7. to take all receiving Party shall promptly return or certify the destruction of the disclosing Party’s Confidential Information, (unless such steps as may be reasonably Confidential Information is necessary to prevent the divulging party's confidential information falling into the hands for performance of unauthorised persons or entitiesthis Agreement).

Non-Disclosure. The parties agree and undertake in favour of each other: 4.1. to 4.1 THE RECEIVING PARTY undertakes that - it will treat the divulging disclosing party's ’s confidential information as private and confidential and safeguard it accordingly; 4.2. ; it will not use (except as permitted by this Agreement, not to disclose, publish, copy, reproduce, in 3 above) or disclose or release or copy or reproduce or publish or circulate or reverse engineer, circulate, or engineer and/or decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party in any manner, for any reason or purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving disclosing party to obtain the consent of such third party; 4.3. except as permitted by this Agreement, not to utilise, employ, exploit or in any other manner whatsoever use the confidential information for any purpose whatsoever without the prior written consent of the divulging party, and provided that in the event of the confidential information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party; 4.4. to restrict the dissemination of the confidential information to only those employees, shareholders, partners, members, consultants, professional advisors, contractors, sub-contractors person or agents of the receiving party (collectively referred to herein as "representatives") who are actively involved in activities for which use of the confidential information is authorised and then only on a "need to know" basis entity; and the receiving party shall at its own cost initiate, maintain and monitor internal security procedures reasonable to prevent unauthorised disclosure by such representatives. In this regard the Company warrants that it has robustsecurity systems relating to the storage of personal and confidential information of the KGFT. 4.5. In this regard the receiving party shall procure that its representatives who have access to the divulging party's confidential information, give a written undertaking in favour of the divulging party regarding the divulging party's confidential information on substantially the same terms and conditions contained within this Agreement; 4.6. to take all practical steps, both before and after disclosure, to impress upon the receiving party's representatives who are given access to the confidential information, the secret and confidential nature thereof; and 4.7. to take all such steps as may be reasonably necessary to prevent the divulging disclosing party's ’s confidential information falling into the hands of unauthorised persons or entities; it shall not disclose the confidential information of the disclosing party to any employee, consultant, professional adviser, contractor or sub-contractor or agent of the receiving party (collectively referred to herein as "representative") or an affiliate of the receiving party, nor shall they be given access thereto by the receiving party - unless it is strictly necessary for the purposes referred to in 2.1 above; and the receiving party having procured that the representative, affiliate or consultant to whom or to which such information is disclosed or made available shall have agreed to be bound by all the terms of this agreement, and, in such event, the receiving party hereby indemnifies the disclosing party against any loss, harm or damage which it may suffer as a result of the unauthorised disclosure of confidential information by a representative, affiliate or consultant. 4.2 Any documentation or written record or other material containing confidential information (in whatsoever form) which comes into the possession of the receiving party shall itself be deemed to form part of the confidential information of the disclosing party. The receiving party shall, on request, and in any event if the discussions referred to in 2.1 above should not result in an agreement, return to the disclosing party all of its confidential information which is in physical form (including all copies) and shall destroy any other records (including, without limitation, those in machine readable form) as far as they contain the disclosing party’s confidential information. The receiving party will, upon written or oral request from the disclosing party and within five (5) business days of the disclosing party’s request, provide the disclosing party with written confirmation that all such records have been destroyed.