This NON-DISCLOSURE 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 (Party 1)

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

Whereas

(A) Party 1 and Party 2 have each requested the other to make available confidential information concerning the other, its subsidiaries and their businesses for the purposes of evaluating a transaction relating to a possible joint venture in the field of TRANSACTION between Party 1 and Party 2 (the Transaction).

(B) The parties, for their mutual benefit, wish to exchange such confidential information subject to the terms and conditions of this Agreement.

It is agreed as follows:

1. Definitions

1.1 In this Agreement:

Approved Representatives means those Representatives of either party approved by the other 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 any company, that company and any other company which, at the relevant time, is that company's holding company or subsidiary or the subsidiary of any such holding company;

Holding company and subsidiary shall be construed in accordance with section 736 and 736A of the Companies Act 1985, as amended from time to time;

Information means, in relation to either party, any and all information which is now or at any time after the date of this Agreement in the possession of that party and is disclosed to the other pursuant to this Agreement (including, without limitation, any information or analysis derived from such Information). Information includes, but is not limited to, the information set out in Parts Part A and Part B of the Schedule;

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