CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

Kyiv, Ukraine
June 5th, 2024

________________________________, hereinafter referred to as “The receiving Party”, represented

by _______, acting under the Articles of Association, on the one part, and

________________________________ registered in ______, Identification code of the legal entity

________, located at _______, _____________________________________________________,
hereinafter referred to as “The Disclosing Party”, represented by _____________________________,
acting under Articles of Association, on the other part, hereinafter together referred to as “the Parties”
and separately as “the Party”, have concluded the present Confidentiality, Non-Disclosure and Non-
Competition Agreement, hereiafter referred to as “the Agreement” as follows:

1. SUBJECT OF THE AGREEMENT

1.1. The Disclosing Party wishes to disclose confidential information to the Receiving Party and the
Receiving Party undertakes not to disclose any confidential information received from the Disclosing
Party.
1.2. Business cooperation between the Parties will require the disclosure of confidential information
by the Disclosing Party to the Receiving Party, that will include information of a proprietary, secret and
confidential nature.
1.3. The Parties wish to record the terms and conditions upon which they are ready to disclose and
accept such confidential information.

2. INTERPRETATION
2.1. In this Agreement, unless inconsistent with or otherwise indicated by the context:
2.1.1. “the / this Agreement” means the agreement as set out herein, including introduction hereto and
all annexures, if any.
2.1.2. “confidential information” means, without limiting the generality of the term, any –
2.1.2.1. Non-public information and material of whatever nature relating to the Disclosing Party’s
activities, undertakings, technology, know-how, intellectual property rights, assets, strategy and products
(including but not limited to information relating to the management of the Disclosing party, its financial
information and marketing strategies in respect of its goods and services, commercial information and
other business affairs including its current, former or prospective customers and/or suppliers) as well as
its Materials, which are obtained or provided to the Receiving Party orally or in writing;
2.1.2.2. technical, scientific, commercial, financial or market information, know-how or trade secrets;
2.1.2.3. data concerning business relationships, samples, devices, demonstrations, processes or
machinery;
2.1.2.4. designs, drawings and technical specifications, and all other information in whatever form,
whether or not subject to or protected by common law or statutory laws relating to copyright, patent,
trademarks, registered or unregistered, or otherwise, disclosed or communicated to the Receiving Party
or acquired by the Receiving Party from the Disclosing Party pursuant to this Agreement;
2.1.2.5. the contents of this Agreement.
2.1.3. “intellectual Property Rights” means patents, trademarks, rights (both registered and
unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright
(including rights in computer software and programmes) and topography rights, moral rights for know-
how, secret formulae and processes, lists of suppliers and customers and other proprietary knowledge
and information, internet domain names, rights protecting goodwill and reputation, database rights and
all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect
anywhere in the world and all rights under licences and consents in respect of any of the rights and forms
of protection mentioned in this definition;
2.1.4. “materials” means media of any nature on which information is stored or represented;
2.1.5. unless the context indicates otherwise, the singular shall include the plural and vice versa, the
masculine gender shall include the other gender and vice versa, natural persons shall include juristic
persons and vice versa.

The Disclosing Party The Receiving Party

__________________ _________________
3. RESTRICTIONS ON DISCLOSURE AND USE OF THE INFORMATION
3.1. The Receiving Party undertakes that it shall only use the confidential information for the
purpose of doing business with the Disclosing Party, and it shall not use, disclose or exploit any of the
confidential information for its own or any other person/legal entity’s gain, benefit or purpose, and
hereby specifically undertakes that it will not, either directly or indirectly, utilise any of the confidential
information for any other commercial or competitive purposes.
3.2. The Receiving Party may disclose the confidential information only to its affiliates and, if
applicable, to its officers and employees and then only to such associates, officers and employees to
whom such access is reasonably necessary, provided that such associates, officers and employees agree
to be bound by the terms and conditions of this Agreement.
3.3. The Receiving Party agrees:
3.3.1. not to disclose the confidential information to any third party for any reason or purpose
whatsoever without the prior written consent of the Disclosing Party, save in accordance with the
provisions of this Agreement;
3.3.2. not to utilise, employ, exploit or in any other manner whatsoever use the confidential
information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other
than for purposes of this Agreement without the prior written consent of the Disclosing Party;
3.3.3. that the unauthorised disclosure of the confidential information to a third party may cause
irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party indemnifies
and holds the Disclosing Party harmless against any loss, actions, expense, claim, harm or damage of
whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving
Party of the provisions of this Agreement.
3.4. Unless the Parties otherwise agree in writing, any documentation or records relating to the
Disclosing Party’s confidential information or materials or data which comes into the possession of the
Receiving Party during the existence of this Agreement or at any time thereafter:
3.4.1. the Receiving Party shall treat and safeguard, and take all reasonable steps necessary or
desirable to maintain the confidentiality and security of the confidential information received at any time
by it;
3.4.2. shall be deemed to form part of the confidential information of the Disclosing Party;
3.4.3. shall be deemed as the property of the Disclosing Party;
3.4.4. shall not, in any manner be copied, reproduced, published or circulated as the confidential
information or materials or any other documents or data made available or disclosed to it by the
Disclosing Party;
3.4.5. shall be surrendered to the Disclosing Party on request, and in any event on the termination of
this Agreement, and the Receiving Party shall not retain any extracts therefrom.
3.5. The Receiving Party shall procure that any of its members/directors, affiliates, officers,
employees, professional advisors, agents, consultants or other persons who may have the opportunity of
receiving or having access to any of the confidential information of the Disclosing Party are aware of and
are bound by this Agreement. The Receiving Party agrees to use its best endeavours to procure that such
employees, professional advisors, agents, consultants and persons will be bound by this Agreement even
after their relationship with the Receiving Party has been terminated. The Receiving Party shall be
responsible for any breach by such persons referred to above and liable for any claims and or damages
which the Disclosing Party may sustain as a result of a breach of the provisions of this Agreement, as
though such breach was that of the Receiving Party.
3.6. Furthermore, the Receiving Party hereby recognises and acknowledges the Disclosing Party’s
representation of the competitive value and confidential nature of the confidential information and
materials, and that any use or disclosure of the confidential information or material other than as
expressly authorised in terms of this Agreement shall be detrimental to the Disclosing Party, and may
result in the Disclosing Party suffering substantial and irreparable loss and damage. Without affecting
any other rights or remedies that the Disclosing Party may have, the Receiving Party acknowledges and
agrees that due to the character of the confidential information and material to be made available
hereunder, damages may not be an adequate remedy for any breach by it or by any of its
members/directors, affiliates, offices, employees, agents or advisers of the provisions of this Agreement,
and that the Disclosing Party and its affiliates shall be entitled to seek remedies of injunction, specific
performance and other equitable relief for any threatened or actual breach of the provisions of this
Agreement by the Receiving Party or any of its members/directors, officers, employees, agents or
advisers. Nothing contained in this clause shall be construed as a waiver by the Disclosing Party of any

The Disclosing Party The Receiving Party

__________________ _________________
other rights which it may have, including the right to claim damages against the Receiving Party.

3.7. However, the Disclosing Party makes no representation, assurance, guarantee or warranty
(whether express, implied or tacit) as to the accuracy, completeness, fitness or purpose or reasonableness
of the confidential information or materials, and the Receiving Party agrees that the Disclosing Party nor
its directors, officers, employees, advisers and agents, or any one of the them, shall have any liability to it
or any of its affiliates, members/directors, employees, officers, advisers or agents resulting from the
furnishing or use of the confidential information or materials.
3.8. In furnishing or making available the confidential information or materials, the Disclosing Party
undertakes no obligation to provide the Receiving Party, its members/directors, officers, employees,
advisers or agents with access to any additional information or to update the information or materials or
correct inaccuracies therein which may become apparent, and Disclosing Party nor any other person shall
be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of
relying on any statement contained in or omitted from the information or material, whether caused by the
negligence of the Disclosing Party or its affiliates.

4. TITLE
All rights in and to the confidential information disclosed by the Disclosing Party to the Receiving Party
is acknowledged by the Receiving Party:
4.1. to be reserved to Disclosing Party;
4.2. to be proprietary to the Disclosing Party; and
4.3. not to confer any rights of whatever nature in such confidential information to the Receiving
Party.

5. STANDARD OF CARE
5.1. The Receiving Party agrees to protect the confidential information of the Disclosing Party using
the same standard of care used to safeguard its own information of a confidential nature and that the
confidential information shall be stored and handled in such a way as to prevent any unauthorised
disclosure thereof.

6. RETURN OF INFORMATION
6.1. The Disclosing Party may, at any time, request the Receiving Party at its cost to return any
material containing, pertaining to or relating to confidential information and may, in addition request the
Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party
has not retained in its possession, or under its control, either directly or indirectly, any such material.
6.2. As an alternative to the return of the material contemplated in cl. 6.1 above, the Receiving Party
shall, at the instance of the Disclosing Party:
6.2.1. destroy such material and furnish the Disclosing Party with a written statement to the effect that
such material has been destroyed; and/or
6.2.2. erase all information from any computer, word processor or other information retrieval system
containing the confidential information in its possession, custody or control.
6.3. The Receiving Party shall comply with a request, in terms of this clause 6, within 10 (ten) days
of receipt of such a request.

7. EXCLUDED INFORMATION
Obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any
information that:
7.1. is known to or in possession of the Receiving Party prior to disclosure thereof by the Disclosing
Party;
7.2. is or becomes publicly known, otherwise than pursuant to a breach of this Agreement by the
Receiving Party;
7.3. is disclosed by the Receiving Party to satisfy the decision of a court of competent jurisdiction or
to comply with the provisions of any law or regulations in force, provided that in these circumstances,
the Receiving Party shall advise the Disclosing Party in writing prior to such disclosure to enable the
Disclosing Party to take whatever steps it deems necessary to protect its interest in this regard; provided
further that the Receiving Party will disclose only that portion of the information which it is legally
required to disclose and the Receiving Party will use its reasonable endeavours to protect the
confidentiality of such information in the best possible manner in the circumstances;

The Disclosing Party The Receiving Party

__________________ _________________
7.4. is disclosed to a third party pursuant to the prior written authorisation from the Disclosing Party;
7.5. is received by a Receiving party in good faith from a third party in circumstances that do not
amount to a breach of the provisions of this Agreement or to a breach by the third party of any
undertaking it may have made to a Party to this Agreement in relation to such confidential information.

8. INDEMNITY
8.1.The Receiving Party hereby agrees to keep indemnified the Disclosing Party and all directors,
officers, advisers, employees and agents of the Disclosing Party against all actions, claims, liabilities,
damages, charges and expenses which any director, officers, employee and/or agent may suffer or incur
in connection with or arising out of any breach by the Receiving Party or by any other person to whom
the Receiving Party has disclosed or given access to any part of the confidential information or any of the
provisions of this Agreement and to compensate any damages incurred in connection with such breach.

9. DURATION OF AGREEMENT AND TERMINATION

9.1. This Agreement shall take effect on the date of signature by the Parties and shall remain of full
force and effect, without limitation in time unless terminated in writing by the Parties or on the initiative
of one of the Parties by means of sending of written notice about termination of the Agreement not later
than 3 (three) month prior to the date of such termination.
9.2. On termination of this Agreement for any reason whatsoever, the Receiving Party shall forthwith
return or destroy all confidential information or material as described in this agreement.
9.3. The Receiving Party however hereby agrees and acknowledges that its obligations of
confidentiality and non-use of the confidential information and material as described in this Agreement
shall continue for 3 (three) years following termination of this Agreement, and that termination of the
Agreement shall not affect any accrued rights or remedies to which the Disclosing Party is entitled under
this Agreement.

10. GOOD FAITH

The Parties acknowledge and agree that they have entered into this agreement of their own free will and
volition, and on the basis of mutual trust and record that they will observe good faith in contracting and
dealing with each other and implementing the provisions hereof. This implies, inter alia that they:
10.1. Shall at all times during the currency of this Agreement act reasonably and in good faith; and
10.2. Shall perform their obligation arising from this Agreement diligently and with reasonable care.

11. ORDER OF DIPUTES SETTLEMENT

11.1. All disputes and disagreements which can arise from the present Agreement or in connection with
it, whenever possible, are resolved by negotiations.
11.2. If it is impossible to settle disputes, disagreements or claims arising under the present Agreement or
in connection with it, including those concerning its execution, violation, termination or invalidity, by
means of negotiations, they are subject to consideration (jurisdiction) in the competent court of the
country of registration of the Disclosing Party according to material and procedural law of the country of
registration of the Disclosing Party.

12. NOTICES
12.1. Any notice given in terms of this Agreement shall be in writing and shall –
12.1.1. if delivered by hand be deemed to have been duly received by the addressee on the date of
delivery;
12.1.2. if posted by registered post to the addresses indicated in this Agreement be deemed to have been
received by the addressee on the 10th (tenth) day following the date of such posting.
12.2. Notwithstanding anything to the contrary contained in this Agreement, a written notice or
communication actually received by one of the Parties from another shall be adequate written notice or
communication to such Party.

13. GENERAL PROVISIONS

13.1. This Agreement constitutes the sole record of the Agreement between the Parties in relation to
its subject matter.
13.2. In the event of any provision of this Agreement becoming illegal or void for any reasons, the
validity of the remaining provisions shall not be affected and the Receiving Party shall enter into
negotiations in good faith with the Disclosing party to find a suitable replacement for such provisions

The Disclosing Party The Receiving Party

__________________ _________________
which is of similar economic effect to both parties.
13.3. Neither party shall be bound by any representation, warranty, promise nor the like not recorded
in this Agreement.
13.4. The terms and conditions of the Agreement have an identical binding force for the Parties and can
be changed by a mutual consent with obligatory drawing up of the written document.
13.5. Neither Party has the right to transfer the rights and duties under the present Agreement to the
persons not specified in the Agreement without the written consent to it of other Party.
13.6. All oral and written arrangements which have taken place between the Parties before signing of the
present Agreement and concerning the subject of the present Agreement lose their force and become
invalid from the date of signing this Agreement.
13.7. The Agreement has validity if it is concluded by means of fax communication. All additions,
amendments and appendices to the Agreement can be concluded by means of fax communication, and
will have full validity.
13.8. The present Agreement is made in English and Ukrainian languages in two original copies – one
for the Receiving Party and one for the Disclosing party. In case of discrepancies between the Ukrainian
and English texts, the Ukrainian text shall legally prevail.
13.9. All appendices to the present Agreement are its integral part.

14. LEGAL ADDRESSES AND SIGNATURES OF THE PARTIES

THE DISCLOSING PARTY:

________________________________

Signature: ______________________

Name: _________________________
Title: _________________________

Address for notices:

_____________________________________________________________

THE RECEIVING PARTY

________________________________

Signature: ______________________

Name: _________________________
Title: _________________________

Address for notices:

_____________________________________________________________

The Disclosing Party The Receiving Party

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