THIS AGREEMENT is entered into on 22 December 2024

Between

(1)            PARTY_1_NAME whose principal place of business is at PARTY_1_ADDRESS_SINGLE_LINE (the Obligor)

(2)            PARTY_2_NAME whose principal place of business is at PARTY_2_ADDRESS_SINGLE_LINE (the Company)

Whereas

FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, the Obligor agrees not to compete with or solicit from the Company, or its successors or assigns, subject to the terms and conditions of this Agreement for the purpose of determining its interest in establishing a business relationship between the Obligor and the Company.

It is agreed as follows:

1. Interpretation

1.1 In this Agreement unless the context otherwise requires the following expressions shall have the following meanings:

Business means any and all business which is now or at any time after the date of this Agreement conducted by the Company and is under discussion with the Obligor pursuant to this Agreement;

Compete means (i) directly or indirectly compete with the Company or (ii) engage in a business similar or competitive to the Business of Company relating to the Purpose;

"Confidential and Proprietary Information" means all technical and non-technical information of the Company and/or its licensors (including but not limited to product information, plans and pricing, financials, marketing plans, business strategies, customer information, data, research and development, software and hardware, APIs, specifications, designs, proprietary formulae and proprietary algorithms), which information is identified as being confidential or proprietary.

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