THIS NON DISCLOSURE, NON-USE and NON-CIRCUMVENTION AGREEMENT is entered into on 31 December 2024

Between

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

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

Whereas

(A) The Discloser is the beneficial owner of certain confidential information, as defined below, relating to INFO.

(B) The Discloser wishes to disclose its confidential information in order that the Disclosee may evaluate that information subject to the terms and conditions of this Agreement for the purpose of determining its interest in establishing a business relationship with the Discloser.

(C) The Discloser is engaged in a range of activities including those described in the Schedule and wishes to engage the Disclosee to produce PRODUCTS (the "Products")  designed and developed by Discloser and proprietary to Discloser.

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:

Approved Representatives means those Representatives of the Disclosee approved by the Discloser in accordance with the provisions of Clause 3.1(a);

Associate means, in relation to either party, any company within the same Group as that party;

Group means, in relation to either party, companies which are holding Companies or Subsidiaries of it or of any such holding Company;

Information means any and all information which is now or at any time after the date of this Agreement in the possession of the Discloser, including, but not limited to discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, products, flow charts, data, computer programs, drives, disks, diskettes, tapes, patents, patent applications, copyrighted materials, marketing plans, customer names, supplier names, product specifications, product information, business plans, and other technical, financial or commercial information and intellectual properties, whether in writing, oral or other tangible or intangible forms  and is disclosed to the Disclosee pursuant to this Agreement;

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