NON-DISCLOSURE AGREEMENT

This NON-DISCLOSURE AGREEMENT dated 10th August, 2021, (this "Agreement")

BETWEEN:

[Entity], whose registered office is located at [Address], Singapore [XXX422], (hereinafter,

"Party A")

and

[xxx] Pte Ltd, whose principal place of business is located at [Address], Singapore
[XXX422], (hereinafter, "Party B")

(each a "Party" and collectively, the "Parties")

RECITALS:

A. The Parties have an interest in participating in discussions wherein either Party (in this
case a "Disclosing Party") may share information with the other Party (in this case a
"Receiving Party") that the Disclosing Party considers to be proprietary and
confidential to itself ("Confidential Information") for the purpose of establishing and
conducting a potential business relationship (the "Permitted Purpose"); and

B. The Parties wish to define herein the obligations of a Receiving Party with respect to
the usage of Confidential Information which may be disclosed by a Disclosing Party to
the Receiving Party in connection with the Permitted Purpose.

To ensure the protection of Confidential Information and to preserve any confidentiality

necessary under patent and/or trade secret legislation, it is hereby agreed that:

1. Definitions

a. "Confidential Information" of a Party may include, but not be limited to, that Party’s (i)
financial records, forecasts, and market opportunities; (ii) business plans, strategies,
methods, and practices; (iii) information related to existing and prospective personnel,
issuer clients, investor clients, investors, and service providers; (iv) intellectual
property, inventions, processes, methods, products, patent applications, and other
proprietary rights; (v) models, computer programs, technical information, and other
related information; (vi) information designated as confidential in writing by the
Disclosing Party, prior to or at the time such information is disclosed by the Disclosing
Party to the Receiving Party; and (vii) information disclosed orally or visually to the
Receiving Party by the Disclosing Party, that is identified as proprietary or confidential
at the time of disclosure.
b. "Permitted Parties" include a Party’s employees, directors, officers, agents, and
consultants.

2. The Parties undertake not to use Confidential Information received from a Disclosing
Party for any purpose whatsoever except for the Permitted Purpose.

3. The Parties agree not to disclose Confidential Information received from a Disclosing
Party to any third party (whether individual, corporation, or other entity), except to
Permitted Parties for use in connection with the Permitted Purpose, without the prior
written consent of the Disclosing Party.

4. The Receiving Party shall institute and/or maintain such procedures as are reasonably
required to maintain the confidentiality of the Confidential Information, and shall apply
at least the same level of care as it employs to protect its own confidential information
of like nature. If the Receiving Party becomes aware of any actual or threatened
breach of this Agreement (including any threatened or actual unauthorised us or
disclosure of any Confidential Information), or in the event of any loss of, or inability to
account for, Confidential Information previously received, the Receiving Party will
notify the Disclosing Party and will reasonably cooperate with the Disclosing Party’s
efforts to seek appropriate injunctive relief or otherwise to prevent or curtail such
threatened or actual breach, or to recover its Confidential Information.

5. This Agreement imposes no obligation upon the Parties with respect to any
Confidential Information which: (a) was in the knowledge of the Receiving Party prior
to the entering of this Agreement; (b) is or becomes generally available in the public
domain through no fault of the Receiving Party; (c) is attained by the Receiving Party
through a third party not owing a duty of confidentiality to the Disclosing Party; or (d) is
disclosed pursuant to the lawful requirement of a court or governmental agency or
where required by operation of law.

6. If the Receiving Party or any of its Permitted Parties shall be under a legal obligation in
any administrative or judicial circumstance to disclosed any Confidential Information,
the Receiving Party shall give the Disclosing Party prompt notice thereof (unless it has
a legal obligation to the contrary) so that the Disclosing Party may seek a protective
order or other appropriate remedy. In the event that such protective order is not
obtained, the Receiving Party and its Permitted Parties shall, without liability
hereunder, furnish only that portion of the information that is legally required and shall
disclose the Confidential Information in a manner reasonably designed to preserve its
confidential nature. Notwithstanding anything to the contrary contained herein, the
Receiving Party may disclose Confidential Information at the request of any regulatory
 or supervisory authority having jurisdiction over it, provided that such party requests
confidential treatment of such information to the extent permitted by law.

7. The Parties acknowledge that their obligations under this Agreement are continuing
and shall cease on the earlier of (i) two (2) years from the date of this Agreement or (ii)
the date on which the Permitted Purpose ceases.

8. Nothing in this Agreement shall be construed as creating, conveying, transferring,

granting or conferring upon the Parties any rights (including intellectual property
rights), license or authority in or to any Confidential Information received from a
Disclosing Party.

9. None of the Confidential Information that may be disclosed shall constitute any
representation, warranty, assurance, guarantee or inducement by the Disclosing Party
to the Receiving Party of any kind, including with respect to the non-infringement of
intellectual property or other rights of either party or third parties. The Disclosing Party
disclaims any liability that may be based on the Confidential information (including any
errors or omissions with respect thereto).

10. The Parties agree that they shall be liable for any breach of this Agreement by their
employees, agents, or consultants and their affiliates or subsidiaries.

11. Upon the written request of the Disclosing Party, the Receiving Party shall immediately
and unconditionally return to the Disclosing Party, or suitably account for and destroy,
all tangible materials and record-bearing media within its possession or control
comprising, containing, derived from, or based on the Disclosing Party’s Confidential
Information (including all copies thereof).

12. This Agreement shall be governed by and shall be construed in accordance with the
laws of Singapore. Any and all disputes based on or arising out of or in connection with
this Agreement shall be settled in a court of competent jurisdiction in Singapore.

13. Each party acknowledges that the provisions of this Agreement are reasonable and
waives any defense to the strict enforcement thereof by the other party, If any
provision of this Agreement is invalid or unenforceable under applicable law, that
provision shall be enforced to the maximum extent possible and the remaining
provisions shall remain in full force and effect.

14. This Agreement comprises the entire agreement between the Parties with respect to
the usage of Confidential Information and supersedes all prior representations and
understandings, oral or written. No addition, deletion, or modification to this Agreement
shall be effective unless made in writing and signed by the Parties.
WHEREFORE, the Parties acknowledge that they have read and understood this Agreement
and voluntarily accept the duties and obligations set forth herein.

Signed by [officer] on behalf of [Entity]

________________________________

Signature and date

Signed by [officer] on behalf of [Entity]

________________________________

Signature and date