The Company and the Client are intending to enter into certain business discussions with regard to a possible business relationship (“Purpose”). The Parties agree that under the terms of the current business discussions, it will be necessary for each Party to share certain confidential information and safeguard their individual business interest. The Parties agree that in the course of such discussions, the Company, Client and each of its Representatives (each a “Discloser”) may disclose to the other Party and/or its Representatives (each a “Recipient”) certain Confidential Information (as defined hereunder) subject to the terms and conditions agreed herein.

“Confidential Information” means, but is not limited to, the confidential and proprietary information of Discloser concerning products, software, images, artworks, designs, customers, vendors, clients, processes, formulae, technology, know-how, designs, Intellectual Property Rights, costing, plans, samples, protocols and reports, test results, analyses, systems, specifications, equipment, drawings, photographs, facilities, marketing strategies, financial, commercial and business information, disclosed by and/or on behalf of Discloser or is otherwise acquired by Recipient prior to, in anticipation of, during, or as a result of, or in any way connected with this Agreement, in whatever form, (all oral communication of information to be identified as confidential at the time of disclosure and confirmed in writing within two (2) working days of such disclosure and marked as Confidential), including the existence or terms of this Agreement, but does not include information, which the Recipient can prove by competent written records: (a) is in or becomes part of the public domain other than through a breach of this Agreement by the Recipient; or; (b) was known or was otherwise in possession of Recipient prior to the time of disclosure of such information by Discloser; or (c) is developed by Recipient or any of its Affiliates independent of and without reference to any Confidential Information disclosed under this Agreement.

Confidentiality Obligations. Recipient agrees that, Confidential Information shall be used only during the Term and only for the Purpose. Confidential Information shall not be used, in whole or in part, for any commercial purpose. Recipient shall keep Confidential Information confidential and secure, protect it from unauthorized use, reproduction, access and damage or destruction and employ the same degree of care as it would prudently employ to protect its own confidential and proprietary

information. Recipient shall limit disclosure of Confidential Information only to its Representatives who necessarily require access to such Confidential Information to achieve the Purpose, provided that (a) Recipient first require each of them to agree in writing, either as a condition of their service to Recipient or in order to obtain Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement, and (b) the Recipient shall maintain a record of Confidential Information disclosed to the Representatives and such record shall contain the name, designation of the Representatives and the extent of Confidential Information disclosed to the Representatives and such record shall be made available to the Discloser upon request. Notwithstanding the same, Recipient shall, under all circumstances, continue to be liable as a principal party and undertakes to fully indemnify Discloser and its Affiliates from and against any and all liability, actions, claims, losses, damages, judgments, costs and expenses, including attorney's fees, suffered or incurred by Discloser and/or its Affiliates resulting from breach of this Agreement by Recipient and/or its Representatives. For clarity the business model of the Company shall at all time be considered a Trade Secret and a Confidential Information.

In the event Recipient becomes legally compelled by government or judicial process to disclose any Confidential Information, Recipient will provide prompt prior written notice thereof to Discloser before making any disclosures to enable Discloser to seek protective order or other appropriate remedy to minimize disclosure and Recipient shall disclose only such portion of Confidential Information absolutely necessary in the opinion of its legal counsel to comply with the process.

All Confidential Information is provided “AS IS”, without any warranty, express, implied or otherwise, regarding its accuracy, reliability or completeness, save as may be subsequently agreed in any final signed agreement(s) between the Parties. In no event shall Discloser be liable for disclosure of Confidential Information under this Agreement, provided that this does not exclude liability for fraudulent misrepresentation.

Return Of Confidential Information. Upon the first written request of Discloser at any time or immediately upon expiry or earlier termination of the Agreement, Recipient shall promptly and not later than seven (7) days return or cause its Representatives to return all Confidential Information received from the Discloser, including all physical embodiments thereof, by registered mail/courier of international repute, and/or destroy such Confidential Information as per the directions and instructions of Discloser and provide written certification of destruction to Discloser. Thereafter all limited rights of disclosure and use of Confidential Information in terms hereof will cease with immediate effect.

Ownership And Intellectual Property Rights. All rights, title and interest, including Intellectual Property Rights, in Confidential Information shall absolutely and exclusively belong to Discloser. This Agreement does not authorize either Party to use the other Party's Confidential Information for development, experimentation, optimization, making derivatives, improvements, patent applications or product registration. Nothing contained herein nor any disclosure of Confidential Information shall operate to and/or be deemed to confer, by implication or otherwise, any right, title, licenses or interest in Confidential Information unto the Recipient.

Relationship. This Agreement is between independent contractors and nothing in this Agreement creates a relationship of employer and employee, principal and agent, joint ventures or partnership between the parties. Nothing in this Agreement shall be construed to obligate in any way either Party to enter into any transaction or agreement whatsoever. Parties represent that they are not under any obligation to any third party that is inconsistent or in conflict with its obligations under this Agreement.