NON-DISCLOSURE AGREEMENT

This NON-DISCLOSURE AGREEMENT (the “Agreement”) is made and entered into on

08th January 2024 by and between:

(i) Prof. BÙI HỌC

Job title: Prof. Dr. of Science - Project Director
ID: 051044000068 Date of issue: 18/12/2021 by Director General of The Police
Department for Administrative Management of Social Order.
DoB: 07/09/1944
Nationality: Vietnam
Address: Room 1, No. 62, Hanoi University of Science, Back Khoa, Hai Ba Trung
district, Hanoi
Contact: Mrs. Huyen Cao - Project Coordinator - 0914437686
And

(ii) [Micheal], (the “Recipient”).

(The Discloser and the Recipient are hereinafter referred to collectively as the “Parties”
and individually as a “Party”).

WHEREAS

A. The Discloser are considering engaging the Recipient for certain business activities,
including the implementation of collaborating in rare earth high-tech processing
project (the “Transaction”).

B. The Discloser will disclose certain of its and/or its affiliated persons’ confidential
information to the Recipient for the purpose of the Transaction.

C. The Discloser and the Recipient wish to regulate how such confidential information
is to be treated while they are in the possession or control of the Recipient.

IT IS HEREBY AGREED as follows:

1. CONFIDENTIAL INFORMATION

1.1. The term “Confidential Information” for the purpose of this Agreement shall
mean any and all information disclosed, furnished or communicated (whether orally
or in writing, machine readable form, text, drawings, photographs, graphics,
designs, plans, presentations, on-site visits or any other form whatsoever) by and on
behalf of the Discloser, to the Recipient through any directors, officers, managers,
agents, counsels, consultants, advisors or employees of the Recipient or Recipient’s
affiliates (collectively, the “Representatives”), whether on, before or after the date
hereof, in connection with the purpose of the Transaction, and shall include all
notes, analyses, compilations, studies, interpretations or other documents prepared
by the Recipient or its Representatives which contain, reflect or are based upon, in
whole or in part, the Confidential Information furnished to the Recipient or to its
Representatives pursuant to this Agreement. For the purpose of this Agreement,
“affiliate” shall mean any entity, which, directly or indirectly, owns, is owned by or

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 is under common ownership with the Recipient, by virtue of a controlling interest of
30% or more of the voting rights or the capital.

1.2. The Confidential Information shall not include any such information:

(i) which already is in the possession of or known to the Recipient prior to

disclosure by or on behalf of the Discloser, as evidenced by written records
and through no breach by the Recipient of any confidentiality obligation;

(ii) which is in or becomes part of the public domain through no fault of or

breach of this Agreement by the Recipient or its Representatives;

(iii) which is, subject to the Recipient's obligations under Clause 3 hereof,
required to be disclosed by any law, judicial order or decision, governmental
regulation or rule; provided that before disclosing any Confidential
Information under this article, the Recipient shall immediately notify to the
Discloser to confirm the scope of disclosure and perfom any further action
as stated in Article 3 of this Agreement.

(iv) which is or has been lawfully disclosed to the Recipient by someone who is
free lawfully to disclose the same without confidentiality restrictions;

(v) which is independently developed by the Recipient and/or its affiliates and
no Confidential Information disclosed hereunder has been used directly or
indirectly in such development; or

(vi) whose applicable period of confidentiality pursuant hereto, or such other

period specifically agreed to in writing by the Parties, has ended.

2. OBLIGATION OF CONFIDENTIALITY

2.1. In consideration of the disclosure and release of the Confidential Information by the
Discloser to the Recipient, the Recipient hereby agrees to hold and keep secret and
in confidence any and all such Confidential Information.

2.2. The Recipient shall not, and shall procure its Representatives not to, make use of
the Confidential Information or any part thereof except for and solely for the
purpose of the Transaction.

2.3. The Recipient shall protect the Confidential Information by observing complete
confidentiality with regard thereto and shall take all necessary measures to ensure
the security and control of any Confidential Information which is in written or other
tangible form by physically restricting the location and use of such Confidential
Information to areas of restricted access. Without prejudice to the foregoing, the
Recipient shall use the same degree of care but no less than a reasonable degree of
care as it would use to prevent the unauthorised use, dissemination and
republication of the Confidential Information as the Recipient uses to protect its
own confidential information.

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2.4. The Recipient shall ensure that only such of its Representatives whose duties
require them to possess the Confidential Information shall have access to the
Confidential Information provided always that such access shall strictly be to the
extent and on a “need-to-know” basis only. Each of such Representatives shall be
informed of the contents of this Agreement by the Recipient and it shall be the
responsibility of the Recipient to ensure compliance with the terms of this
Agreement by each Representative and to restrain such Representatives from any
prohibited or unauthorised disclosure or use of the Confidential Information. In any
event, any default or breach by a Representative of any term of this Agreement shall
be deemed a default or breach by the Recipient.

2.5. The Recipient agrees that whenever requested by the Discloser in writing, the
Recipient shall return or procure that it is returned to the Discloser or destroyed,
immediately all matters in tangible form which constitute the Confidential
Information or any part of it and all copies thereof whether supplied to or
reproduced by the Recipient or its Representatives.

2.6. The Recipient’s obligations hereunder in respect of the Confidential Information

shall expire sixty (60) months from the date hereof and shall prevail any other non-
disclosure provisions as may be agreed between the Discloser and the Recipient
beyond this Agreement in case of any discrepancy between this Agreement and
such provisions.

3. DISCLOSURE DUE TO COURT ORDER OR GOVERNMENTAL ACTION

In the event that the Recipient or any of its Representative is obligated or requested to
disclose any Confidential Information as a result of a court order or by any governmental or
regulatory authority, the Recipient shall immediately inform the Discloser so that the
Discloser is given the opportunity to object to such disclosure. Should any such objection
by the Discloser be unsuccessful or should the Discloser decide not to object to any such
disclosure, the Recipient or the Representative so obligated or requested to disclose the
Confidential Information may disclose only such Confidential Information to the extent
required by the relevant court order or governmental or regulatory authority.

4. LEGAL OR OTHER ACTION TO STOP UNAUTHORISED USE OR

DISCLOSURE

The Recipient agrees to take, at the Recipient's expense but under the control of the
Discloser or other party designated by the Discloser, any action, including but not limited
to legal proceedings, necessary to prevent or stop the unauthorised disclosure or use of the
Confidential Information or any part thereof by any Representative, or by any third party
who has gained access to the Confidential Information or any part thereof, due to the wilful
or gross negligent act or omission of the Recipient or any of its Representatives or the
failure by the Recipient or any of its Representatives to perform any of its obligations
hereunder.

5. NO WARRANTY

The Discloser makes no representation, warranty, assurance or inducement, express or

implied, as to the accuracy, completeness or adequacy or freedom from defect of any kind

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of the Confidentiality Information, and no liability to the Recipient or its Representatives
shall result from the use of it or any part thereof.

6. NO PUBLICITY

No release or announcement to the press, whether oral or in writing, relating to any matter
contemplated under this Agreement, including but not limited to (i) the existence of this
Agreement, (ii) the occurrence of discussions or negotiations concerning the Transaction,
or (iii) any of the proposals, terms, conditions or other facts with respect to the Transaction,
including the status thereof, shall be made by the Recipient unless the Discloser otherwise
agrees in writing and only at such time and in such form as is approved by the Discloser.

7. NO OBLIGATION

For the avoidance of doubt, nothing contained herein shall compel or oblige to enter into
any further agreements or to proceed with the Transaction, any possible relationship or
other transaction. Furthermore, the Discloser shall be entitled at its sole discretion and
opinion:

(i) to decline to supply the Recipient and its Representatives with any part of the
Confidential Information; and

(ii) to determine whether Confidential Information is suitable or necessary to be so

disclosed.

8. NO LICENSE

Nothing herein contained shall be construed as granting to the Recipient and its
Representatives and the Recipient and its Representatives shall not acquire any licence or
right to use the Confidential Information or any part thereof for any purpose (other than for
the purpose of the Transaction) or any licence under or rights to any patent, copyright or
other intellectual property.

9. AMENDMENTS

Any and all amendments or modifications to this Agreement must be written and signed by
the authorised representatives of the Parties hereof.

10. SEVERABILITY

In the event that any clause or part of a clause in this Agreement shall for any reason, be
determined by a court or arbitral tribunal to be invalid or unenforceable, then the remaining
clauses and remaining parts of the clauses shall not be affected, impaired, or invalidated,
and shall remain in full force and effect and shall continue to be binding upon the Parties
hereof.

11. NOTICES

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Any demand, notice or other communication to be given in connection with this Agreement
must be given in writing and will be given by personal delivery or by electronic means of
communication addressed to the Recipient thereof as follows:

(a) to Discloser:

Prof. Dr. of Science: BÙI HỌC - Project Director

- Address: Room 1, No. 62, Hanoi University of Science, Back
Khoa, Hai Ba Trung district, Hanoi

Attention: Mrs. Cao Thi Thuy Huyen - Project Coordinator

Email: huyen.cao28081987@gmail.com
Phone: 0914-437-686

(b) to the Recipient: COMPANY

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of
Vietnam.

13. JURISDICTION AND ARBITRATION

Any dispute arising out of or in connection with this Agreement, including any question
regarding its existence, validity or termination, shall be referred to and finally resolved by
the Vietnam International Arbitration Centre in accordance with its Rules of Arbitration
(VIAC Rules). The arbitral tribunal shall consist of one arbitrator appointed by the Parties
by mutual agreement, or, failing such mutual agreement within thirty (30) days from the
date on which a written request for appointment of arbitration is sent to the Parties, the
arbitrator shall be appointed in accordance with the VIAC Rules. The place of arbitration
shall be in Hanoi, Vietnam.

14. LANGUAGE AND EFFECTIVE DATE

This Agreement is executed in 02 original copies in English of the same validity and shall
be effective from the date written above. Each party shall keep 01 English copy.

(the remaining of this page is intentionally left blank, signing fape follow)

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IN WITNESS WHEREOF, the Parties have caused their representatives to duly sign and
deliver this Agreement on the date first above written.

FOR AND ON BEHALF OF [●] FOR AND ON BEHALF OF …

By: ________________________ By: ________________________

Name: [●] Name:
Title: [●] Title: