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Distributed To (Dept./Name) : Vendor/ Supplier

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into on 26th March 2024 (“Effective Date”) by and between
the parties identified in the table below (each individually a “Party”; collectively the “Parties”), each on behalf of itself and any
Associated Companies who provide or receive Confidential Information in connection with the Purpose.

NTT Global Data Centers CBJ1 Sdn Bhd THE VANGUARDS SERVICES SDN BHD
PARTIES
(“NTT”)
COMPANY DETAILS

Country of Incorporation Malaysia Malaysia

Registration Number 202101025620 (1425920-V) 198501012743 (145198-H)

Address (enter one of the following): No. 43000, Persiaran APEC 63000 No 7, Wisma Vanguards, Jalan 1/8
Registered Office ✘ Cyberjaya, Selangor Darul Ehsan, Section 1, Bandar Teknologi Kajang Jalan
Principal Place of Business Malaysia Semenyih Kajang Selangor

NOTICE DETAILS

Notice Representative Managing Director Managing Director

Physical Notice Address Same as above Same as above

(indicate if same address as above)

Electronic Notice Address (email) ap.my.gdccbj1.legal@global.ntt sangarkandasamy@me.com

BACKGROUND
The Parties intend to enter into discussions relating to the Purpose, which will involve the exchange of Confidential Information
between them. Each Party recognizes and acknowledges that the Confidential Information of the other Party is a valuable asset
and, therefore, the Receiving Party’s receipt of or access to the Confidential information of the Disclosing Party is subject, at all
times, to the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants, terms and conditions set forth below, and for other valuable
consideration, the adequacy of which is hereby accepted and acknowledged, the Parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1. The following definitions apply in this Agreement:
“Associated Companies” means in relation to a Party, its subsidiaries, its ultimate parent company (which in the case of
NTT will mean NTT Ltd.) and any company which is from time to time a subsidiary of its ultimate parent company.

“Business Day” means every day of the week except Saturday, Sunday and any public holiday on which commercial
banks in Kuala Lumpur and Selangor are open for general non-automated business.

“Confidential Information” means all information (whether marked as confidential or which may reasonably be supposed
to be confidential by its nature) that is disclosed (whether in writing, orally, on disc, by inspection of documents or
premises or by any other means, including via electronic communication and internet based provisions of information) by a
Party (“Disclosing Party”) to the other Party (“Receiving Party”) whether before or after the Effective Date of this
Agreement, including the terms of this Agreement and information relating the Disclosing Party or its Associated
Companies’ operations, processes, charges and pricing, plans or intentions, product information, know-how, design rights,
trade secrets, technology, computer software and hardware, information, documentation, data and opinions of whatever
nature in whatever form (and copies of the same), market opportunities, customer details, details of suppliers and
distributors, business affairs, and any information, findings, data or analysis derived from any of the foregoing, but not
including any information:

(a) which is at the Effective Date, or subsequently becomes, general public knowledge other than by the Receiving
Party’s or its Representative’s breach of this Agreement (except that any compilation of otherwise public
knowledge in a form not publicly known will still be treated as Confidential Information);

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(b) which can be shown by the Receiving Party to the Disclosing Party’s reasonable satisfaction to have been known
by the Receiving Party on a non-confidential basis before disclosure by the Disclosing Party;

(c) that lawfully becomes available to the Receiving Party on a non-confidential basis from a source other than the
Disclosing Party or its agents, advisors, or representatives, provided such source is not prohibited from disclosing
such information to that Party;

(d) is developed independently by the Receiving Party in circumstances that do not amount to a breach of its
obligations under this Agreement and without reference to the Confidential Information of Disclosing Party; or

(e) that has been approved for release by written authorization by the Disclosing Party.
“Purpose” means evaluating, discussing or negotiating a possible business relationship or opportunity concerning
Please insert brief description of engagement

“Representatives” means the officers, employees, agents, contractors, professional advisers, consultants and other
representatives of a Party (and such Party’s Associated Companies).

1.2. The following rules of interpretation apply to this Agreement:

(a) clause headings are for convenience only and will not impact the interpretation or meaning of this Agreement;

(b) unless the context otherwise requires, words in the singular will include the plural and in the plural include the
singular;
(c) a reference to the word “include” or “including” is to be without limitation;

(d) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal
personality) and that person’s legal and personal representatives, successors and permitted assigns;
(e) a reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of
any amendment or modification, and includes any subordinate legislation for the time being in force made under it;
and
(f) any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that
thing to be done.

2. OBLIGATIONS OF CONFIDENTIALITY
2.1. The Receiving Party must keep the Disclosing Party’s Confidential Information secret and confidential and, except with the
prior written consent of the Disclosing Party, must not:
(a) use or exploit the Confidential Information in any way except for the Purpose;
(b) directly or indirectly disclose or make available the Confidential Information in whole or in part to any third party,
except as expressly permitted by this Agreement; and
(c) copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose
(and any such copies, reductions to writing and records will be the property of the Disclosing Party).
2.2. The Receiving Party must safeguard the Disclosing Party’s Confidential Information by:
(a) applying the same degree of care Receiving Party uses in connection with its own information of a confidential
nature (but no less than a reasonable standard of care) to prevent unauthorized disclosure of the Confidential
Information; and
(b) establishing and maintaining adequate security measures (including any reasonable security measures proposed by
the Disclosing Party from time to time), to protect the Confidential Information from unauthorized access or use.

3. PERMITTED DISCLOSURE
3.1. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its Representatives who need to know
this Confidential Information for the Purpose, provided always that:
(a) it informs its Representatives of the confidential nature of the Confidential Information before it is disclosed; and

(b) procures that the Representatives will, in relation to any Confidential Information disclosed to them, comply with this
Agreement as if they were the Receiving Party.

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3.2. The Receiving Party will remain fully liable for the failure of any Representative to comply with the terms of this
Agreement.

4. COMPELLED DISCLOSURE
4.1. The Receiving Party may disclose Confidential Information to the extent required by law or any governmental or other
regulatory authority (including by a court or other authority of competent jurisdiction) (a “Disclosure Order”) provided that,
to the extent it is legally permitted to do so, the Receiving Party must:
(a) give the Disclosing Party written notice of any such Disclosure Order as soon as practicable (but in no event
later than would be reasonably required for Disclosing Party to exercise its rights under (ii) and (iii) below prior to
any disclosure);
(b) provide the Disclosing Party with a reasonable opportunity to make representations to the relevant government,
regulatory authority or court to oppose the Disclosure Order; and
(c) reasonably cooperate with the Disclosing Party to oppose such Disclosure Order or, where disclosure cannot be
prevented, in order to minimize the disclosure and secure the maximum possible continuing protection for the
Confidential Information; and

to the extent (a) through (c) above are not legally permitted, the Receiving Party must take all reasonable steps to
minimize such disclosure and protect the confidentiality of Disclosing Party’s Confidential Information under the
circumstances, as instructed by Receiving Party’s competent legal counsel.
4.2. The Receiving Party may, without notification to the Disclosing Party, disclose Confidential Information to the relevant
authorities where it reasonably believes the Disclosing Party is involved in activity that may constitute a criminal offense.

5. RETURN OF CONFIDENTIAL INFORMATION

5.1. At the written request of the Disclosing Party, the Receiving Party must, within 10 Business Days from the receipt of such
request or such other reasonable period of time agreed by the Parties:
(a) destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, or
based on the Disclosing Party’s Confidential Information;
(b) erase all the Disclosing Party’s Confidential Information stored in electronic form on Receiving Party’s computer,
communications, data storage or similar systems (to the extent technically and feasibly practicable);
(c) certify in writing to the Disclosing Party that it has complied with the requirements of this clause 5.1;

provided that Receiving Party may retain documents and materials containing, reflecting, incorporating, or based on the
Disclosing Party’s Confidential Information to the extent required by law or any applicable governmental or regulatory
authority. The provisions of this Agreement will continue to apply to any documents and materials retained by the
Receiving Party.
5.2. If the Receiving Party develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party,
might have involved the use of any of the Disclosing Party’s Confidential Information, the Receiving Party must, at the
request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the
Disclosing Party’s Confidential Information has not been used or disclosed.

6. RESERVATION OF RIGHTS
All Confidential Information will remain the property of the Disclosing Party. The Disclosing Party reserves all rights in its
Confidential Information and disclosure of its Confidential Information does not give the Receiving Party any rights in or to such
Confidential Information other than those expressly stated in this Agreement.

7. DISCLAIMER OF INFORMATION
The Disclosing Party makes no representation nor provides any warranty, whether express, implied or otherwise, concerning its
Confidential Information, including, without limitation, the accuracy or completeness of the Confidential Information.

8. NO OBLIGATION FOR DISCLOSURE OR TRANSACTION

8.1. This Agreement does not create any legal obligation on either Party to (a) disclose any information (whether Confidential
Information or otherwise) to the other Party; (b) enter into any other agreement of any kind with the other Party; or (c)
refrain from entering a business relationship with any person.

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8.2. Each Party reserves the right, in its sole and absolute discretion, to reject any and all proposals and to terminate
discussions and negotiations with respect to the Purpose at any time.

9. REMEDIES
In the event of a threatened or actual breach of this Agreement, it is agreed that damages alone would not be an adequate
remedy in respect of such breach. Accordingly, each Party is entitled to seek equitable relief (including the remedies of
injunction and specific performance) for a threatened or actual breach of this Agreement by the other Party, without prejudice to
any other remedies available at law or equity.

10. TERM AND TERMINATION

10.1. This Agreement will come into force on the Effective Date and continue in force until terminated as set out in clause 10.2.
10.2. If either Party decides not to continue to be involved in the Purpose with the other Party, it must promptly notify the other
Party in writing, and termination of this Agreement will be effective after thirty (30) days from receipt of this notification (the
“Termination Date”). The obligations of each Party will, notwithstanding any earlier termination of negotiations or
discussions between the Parties in relation to the Purpose, continue for a period of three (3) years from the Termination
Date, provided that for any Confidential Information constituting a trade secret, such obligations will continue in perpetuity.
10.3. Termination of this Agreement will not affect any accrued rights or remedies to which either Party is entitled.
11. NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to, or will be deemed to, establish any partnerships or joint ventures between the Parties,
constitute any Party the agent of another Party, nor authorize any Party to make or enter into any commitments for or on behalf
of the other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

12. NO PUBLICITY
No Party may make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its
prospective interest in the Purpose without the prior written consent of the other Party, except as required by law or any
governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other
authority of competent jurisdiction. No Party may make use of the other Party's name, trademarks or any information acquired
through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.

13. GENERAL
13.1. Assignment. Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without
the consent of the other Party, such consent not to be unreasonably withheld or delayed, except NTT may assign or
transfer this Agreement to an Associated Company as a result of a merger, consolidation or internal corporate
restructuring.
13.2. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes and
extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral,
relating to its subject matter. Each party agrees that it will have (a) no remedies in respect of any statement,
representation or warranty (whether made innocently or negligently) that is not set out in this Agreement and (b) no
claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
The Agreement may be executed in counterparts.
13.3. Variation. No variation of this Agreement will be effective unless it is in writing and duly signed by the Parties.
13.4. No Waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law will
constitute a waiver of that or any other right or remedy, nor will it preclude or restrict any further exercise of that or any
other right or remedy. No single or partial exercise of any right or remedy will prevent or restrict the further exercise of
that or any other right or remedy.
13.5. Severance. If any provision (or part thereof) of this Agreement is or becomes invalid, illegal or unenforceable, it will be
deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not
possible, the relevant provision (or part thereof) will be deemed deleted and the Agreement will be carried out as nearly
as possible in accordance with its original terms and intent. Modification or deletion of any provision (or part thereof)
under this clause will not affect the validity and enforceability of the rest of this Agreement.
13.6. Notice. Any notice required to be given by either Party to the other under or in connection with this Agreement must be
in writing and will be deemed given when (a) delivered in person, (b) received by mail (postage prepaid, registered or

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certified mail, return receipt requested), or (c) received by an internationally recognized courier service (proof of delivery
received by the noticing party) at the physical notice address (as identified in the table above), with an electronic copy
sent to the electronic notice address (as identified in the table above).This clause 13.6 does not apply to the service of
any notices in respect of any proceedings or other documents in any legal action.
13.7. Third Party Rights. No one other than a party to this Agreement will have any right to enforce any of its terms.
13.8. Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in
accordance with the laws of Malaysia . The Parties irrevocably agree that the courts of Malaysia will have exclusive
jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or
formation (including non-contractual disputes or claims).
13.9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed original, and which
taken together shall constitute one and the same agreement. This Agreement may be signed electronically. Emailed or
scanned signatures are taken to be valid and binding to the same extent as original signatures.
13.10. Stamp Duty. The stamp duty of this Agreement shall be borne equally by the Parties.
In WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their authorized
representatives as specified below:

NTT Global Data Centers CBJ1 Sdn Bhd The Vanguards Services Sdn Bhd

Signature:

Name: Sangar Kandasamy

Title: Managing Director

Date: 26th March 2024

Company
Stamp:

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