NON-DISCLOSURE AGREEMENT

This Non – disclosure Agreement “Agreement” is entered into in this day May. 15, 2018, by and between:
(1) Company , a joint Stock company established under Saudi laws, having commercial registration no. 0000000
and having its registered office at --------------------------------------------------------------------------------
-------- hereinafter referred to as (“Disclosing Party”); and

(2) ---------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------

Disclosing Party and Recipient may be referred to hereinafter individually as “Party” and collectively as
“Parties”.
PREAMBLE:
Whereas the Recipient, is considering engaging the Disclosing Party to assess a business opportunity; and the
Recipient requires access to certain non-public information in order to evaluate such potential business
opportunity (the “Service”).
In consideration of the Disclosing Party agreeing to disclose Confidential Information for the purposes of the
Recipient’s evaluation of a business opportunity, the Recipient agrees to comply with the terms and conditions
of this Agreement.
Now, therefore, in consideration of the premises and the mutual covenants set forth herein the parties hereto
covenant and agree as follows:
1. DEFINITION OF CONFIDENTIAL INFORMATION:
In this Agreement "Confidential Information" shall mean all information relating to the Disclosing Party in
connection with the Proposed Transaction which is provided by the Disclosing Party or any of its affiliates or
advisers to the Recipient, in whatever form, and includes information given orally and any document, electronic
file or any other way of representing or recording information which contains or is derived or copied from such
information but excludes information that:

(a) is or becomes public information other than as a direct or indirect result of any breach by the Recipient
of this Agreement; or

(b) is identified in writing by the Disclosing Party or its advisers at the time of delivery as non-confidential;
or

(c) is known by the Recipient before the date the information is disclosed to the Recipient by the Disclosing
Party or any of its affiliates or advisers.
2. CONFIDENTIALITY UNDERTAKING:
The Recipient undertakes:

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 (a) to keep all Confidential Information confidential and not to disclose it to any third party, save to the
extent permitted by Article (3).
(b) to ensure that all Confidential Information is protected with security measures and a degree of care that
would apply to its own confidential information;
(c) to keep confidential and not disclose to third party, except as provided for by Article (3), the fact that
the Confidential Information has been made available or that discussions or negotiations are taking
place or have taken place between the Parties in connection with the Proposed Transaction; and
(d) to use the Confidential Information only in relation to the Proposed Transaction.
(e) be responsible for any breaches of this Agreement by its Permitted Persons.

3. PERMITTED DISCLOSURE
The Disclosing Party agrees that the Recipient may, as it considers appropriate, disclose such Confidential
Information and such of those matters referred to in Article (1).to:

(a) its officers, directors, employees, professional advisers and auditors (each a “Permitted Persons”) but
only on a need-to-know basis and insofar as such Permitted Persons are aware of its confidential nature
and abide by the same terms of this Agreement.
(b) any person to whom information is required or requested to be disclosed by any governmental, taxation
or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to
any applicable law or regulation.

4. NOTIFICATION OF DISCLOSURE:
The Receiving Party agrees, to the extent permitted by law and regulation, to inform the Disclosing Party:

(a) Prior of any disclosure of Confidential Information made pursuant to Article 3(b); and
(b) upon becoming aware that Confidential Information has been disclosed in breach of this Agreement.

5. NO WARRANTIES
The Confidential Information disclosed by the Disclosing Party is provided “as is” and the Disclosing Party
makes no representation or warranty as to the accuracy or completeness of the Confidential Information.

6. TERM & TERMINATION:

This Agreement commences as from the date hereof and remain in full forth and effect for a period of three (3)
years. This Agreement may be terminated by either Party giving the other Party not less than thirty (30) days’
prior written notice provided that, notwithstanding anything herein to the contrary, the obligations of the
Recipient under this Agreement are continuing and, in particular, shall survive the termination or expiration of
any discussions between the Parties for a period of five (5) years.

7. RETURN OF COPIES:
If the Disclosing Party so requests in writing, the Recipient shall return all Confidential Information supplied
to the Recipient by the Disclosing Party and/or destroy or permanently erase, to the extent technically
practicable, all copies of the Confidential Information made by the Recipient and shall use all reasonable

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endeavours to ensure that anyone to whom the Recipient has supplied any Confidential Information destroys or
permanently erases, to the extent technically practicable, such Confidential Information and any copies made
by them,

CONSEQUENCES OF BREACH:

The Recipient acknowledges and agrees that: the Disclosing Party may be irreparably harmed by the breach of
the terms of this Agreement and money damages and compensation may not be an adequate remedy; and the
Disclosing Party and each of its Permitted Persons may be granted an injunction, equitable relief, specific
performance together with any all other remedies and compensation available at law or equity for any threatened
or actual breach of the provisions of this Agreement by the Recipient.

8. NO WAIVER; AMENDMENTS; COUNTERPARTS:

(a) No failure or delay in exercising any right or remedy under this Agreement will operate as a waiver nor
will any single or partial exercise of any right or remedy preclude any further exercise or the exercise of
any other right or remedy under this Agreement.
(b) The terms of this Agreement and the Recipient’s obligations under this Agreement may only be amended
or modified by written agreement between the Parties.

9. GOVERNING LAW AND JURISDICTION

This Agreement is governed by, construed in accordance with and implemented by the laws in force in the
Kingdom of Saudi Arabia. Any disputes and differences arising from this Agreement or in relation to it shall, if
possible, be solved through negotiations between the Parties. In the event that the disputes and differences
cannot be solved through negotiations within thirty (30) days as from the date in which the dispute arises, either
may refer such dispute to the exclusive jurisdiction of Saudi competent courts.

10. ENTIRE AGREEMENT;

This Agreement constitutes the entire agreement between the Parties in relation to the Recipient’s obligations
regarding Confidential Information and supersedes any previous agreement, whether express or implied,
regarding Confidential Information.

11. COPIES OF THE AGREEMENT;

This Agreement may be executed in several counterparts, each of which will be deemed an original, and all of
which taken together will constitute one single Agreement between the Parties.

IN WITNESS WHEREOF the Parties agree to be bound by the terms of this Agreement as of the date first
above written.

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 First Party Second Party
Company
By: ……………………. By:
Title: …………………….. Title: ………………………

Signature: _______________________ Signature: _______________________