MUTUAL CONFIDENTIALITY AGREEMENT

This Mutual Confidentiality Agreement (the ”Agreement”), entered into this September 13, 2021 (the
“Effective Date”),) is by and between : PT. Naturelee Inti Global, (NIG) a private-company located at
Jl. Daan Mogot KM. 13, Duta Indah Karya Block C No. 50, Jakarta Barat – Indonesia and Strive, a
company located at _____________________________________________
(“Graminex”);

NIG and Strive each individually a “Party” and jointly the “Parties” and also, as applicable, "Disclosing
party" if party disclosing information, and “Receiving party” if party receiving information from the
disclosing party).
WHEREAS

(a) NIG and Strive each possess certain confidential and proprietary information ("Confidential
Information" as further defined below);

(b) Parties desire to share and communicate their respective Confidential Information to explore more
fully a possible business relationship between them (the “Purpose”).

(c) NOW, THEREFORE, in consideration of (i) the premises, covenants, terms and conditions stated
herein, (ii) the protections afforded by each Party and the exchange of information provided, and
(iii) such other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged and received, the Parties agree as follows:
1. Recitals. The foregoing recitals are incorporated by reference as a material part of this Agreement.
2. Information Communicated. The Parties agree that all the information relating to the Purpose
received from or disclosed to each other after the Effective Date, shall be marked as ”confidential”
and shall be considered and deemed confidential and proprietary of the Disclosing Party. Such
information may include, as to the disclosing party, without limitation: trade secrets, patent
applications, chemical, scientific, clinical or technical data, methods, and computer programs, and
other confidential and/or proprietary information which derives its value from not being generally
known; product specifications, designs, blueprints, manufacturing information and processes,
inventions, sales, marketing and business information, and proprietary financial information, models
and protections; third party documents; customer lists; contracts; and analyses, compilations, studies,
internal memoranda, and correspondence by and between the Parties regarding any product, its
manufacture, marketing, sale and distribution (collectively, “Confidential Information”).
Confidential Information shall also include the Confidential Information of each Party’s Affiliates (as
defined below), disclosure of which shall be governed by the terms of this Agreement.
For the purpose of this Agreement, ”Affiliate” means any company, partnership or other entity
which directly or indirectly Controls, is Controlled by or is under common Control with the
relevant Party to this Agreement. ”Control” means the ownership of fifty per cent (50%) or more of
the issued voting share capital of an entity or any other comparable equity or ownership interest, or
the legal power to direct or cause the direction of the management of the party in question.
3. Use of Confidential Information. Each Party agrees to use the Confidential Information only and
exclusively for the Purpose and in any case only and exclusively during the Confidentiality Period.
4. Disclosure of Confidential Information. Each Receiving party shall limit disclosure of the
Disclosing party's Confidential Information only to such directors, officers, partners, consultants,
agents, representatives, members and/or employees (“Personnel”) of itself or its Affiliates having a
need to know the Confidential Information for the Purpose. Except as stated above, no Receiving
party shall disclose the Disclosing party's Confidential Information to any third party except with the
prior written consent of the other Party. A Party shall ensure compliance with these confidentiality
obligations by its Personnel who are permitted access to or use of the Confidential Information, in
 conformity with Article 6 below, and said Party shall be fully and jointly responsible with its
Personnel and with any third party possibly authorized to have access to the Confidential Information
in accordance with this Article for the compliance of the confidentiality obligations herein provided.
This Agreement imposes no obligation or restriction with respect to Confidential Information that a
Receiving party can adequately demonstrate:
(a) was in said Receiving party possession before its receipt from the Disclosing party;
(b) is or becomes a matter of public knowledge or public record through no fault of said Receiving
party;
(c) is rightfully received from a third party not owing a duty of confidentiality;
(d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of the
Disclosing party; or
(e) is independently developed by said Receiving party as evidenced by contemporaneous written
records.
Nothing in this Agreement shall or is intended to restrict or prohibit a Party from disclosing
Confidential Information: (i) pursuant to any statute, rule or regulation, or any order, subpoena or
other legitimate process of law, issuing from any court, regulatory agency or other duly empowered
governmental body, in which event, to the extent not prohibited by law, the Receiving party shall
timely notify the disclosing party in writing of the pending production of its Confidential
Information, so that it may seek a protective order or otherwise act to prevent the public disclosure of
its Confidential Information; and (ii) to enforce this Agreement or any subsequent agreement
between the Parties, or to seek appropriate remedy for any breach or violation of the same (provided,
however, that such Confidential Information shall be filed under seal with the court, unless and until
the Parties agree otherwise).
5. Confidentiality Period. This Agreement shall commence on the Effective Date and automatically
terminate after five (5) years thereof. Either Party may freely terminate this Agreement earlier upon
thirty (30) days prior written notice to the other. However, the Receiving party’s obligations of
confidentiality, non-disclosure and non-use set forth under this Agreement shall continue beyond the
expiration or otherwise termination of this Agreement, for whatever reason may be, for an additional
period of five (5) years (the ”Confidentiality Period”). Not later than thirty (30) days of the earlier
of (a) the termination of this Agreement or (b) written request by the Disclosing party, each
Receiving party shall return all Confidential Information transmitted to it, and if so requested in
writing, destroy (and adequately certify such destruction) all copies of the same in its possession
except that one copy of such Confidential Information may be kept by the Receiving Party in its
confidential files for record keeping and archival purposes only.
6. Best Efforts. The Receiving party shall use commercially best efforts to preserve the confidentiality
of the Disclosing party's Confidential Information, including, without limitation, all steps and efforts
the Receiving party uses to protect its own Confidential Information.
7. Right to Disclose. Each Party represents and warrants to the other that they have the right to make all
disclosures hereunder and that the same shall not violate or otherwise contravene any court order or
agreement of the Disclosing party.
8. No Duty to Disclose. This Agreement shall impose no duty or obligation on any Party to disclose its
Confidential Information. The decision as to when, which and how much Confidential Information to
disclose shall remain at all times in the Disclosing party's sole and exclusive discretion.
9. No Rights Conveyed. Neither Party shall have any right, claim, title or interest in or to the other
Party's Confidential Information. Without limiting the foregoing, no license or conveyance of any
 intellectual property rights is granted or implied by this Agreement.
10. Purpose of Agreement. This Agreement is solely and exclusively for the Purpose above described.
Neither Party has an obligation under this Agreement to purchase any service, goods, or intangibles
from the other Party or to negotiate or to enter into any further agreement. The Parties acknowledge,
understand and agree that the exchange of information under this Agreement shall neither (a) commit
or bind either Party to any present or future contractual relationship or otherwise business
relationship (except for this Agreement), including as regards the products, nor (b) shall be construed
as an inducement to either Party to act or not act in any given manner, except as otherwise expressly
provided herein.
11. Reliance. No Party shall be liable to another Party in any manner whatsoever for any decision,
obligations, costs or expenses incurred; changes in business practices, plans, organization, products,
services; or otherwise, based on any other Party’s decision to use or rely on any information
exchanged under this Agreement, except as the Parties may otherwise agree to in a subsequent
written agreement. Notwithstanding the foregoing, nothing stated in this Article shall be interpreted
to restrict, limit, compromise or impede a Party’s rights resulting from the breach of this Agreement
or any other agreement by and between the Parties, or right to seek redress for any tortious act or
other actionable misconduct of any other Party.
12. Binding Effect. Limitation on Transfer. This Agreement inures to the benefit of the parties and their
respective successors and permitted assigns. No party may convey its rights, interests, duties and
obligations under this Agreement to any other party without the prior written consent of the other
party, which consent shall not be unreasonably withheld.
13. Injunctive Relief. If there is a breach or threatened breach of this Agreement, it is agreed and
understood that the non-breaching Party may have no adequate remedy in money or other damages
and may, accordingly, be entitled to seek injunctive relief (without the necessity of first posting bond
or other security); provided, however, no specification in this Agreement of any particular remedy
shall waive, limit or prohibit any other remedies in the event of an actual or threatened breach of this
Agreement.
14. E
ntire Agreement. This Agreement is the entire agreement between the Parties concerning the
disclosure of Confidential Information and supersedes any prior agreements, understandings, or
representations with respect thereto. Any addition or modification to this Agreement must be made
in writing, signed by the authorized representative of both Parties.
15. Assignment. Each Party cannot assign its rights or transfer or delegate its obligations under this
Agreement without the other Party’s prior written consent. Notwithstanding the foregoing, any
assignment, transfer or delegation in violation of this Article shall be null and void. All provisions
contained in this Agreement shall extend to and be binding upon the Parties hereto or their respective
successors and permitted assigns.
16. Law applicable and Jurisdiction. This Agreement is made under and shall be construed according
to the laws of Italy without reference to any conflict of law provisions. Any dispute, controversy or
claim arising out of or in relation to this Agreement, including the interpretation thereof, shall be
referred to the exclusive jurisdiction of the court of Milano, Italy.
17. Miscellaneous. The Parties further agree as follows:

(a) Severability. If any provision or part of a provision of this Agreement is found to be

unenforceable, then such provision or part of a provision shall be amended and reformed to the
extent possible to render it enforceable; provided, however, that if such provision or part of a
provision is deemed unenforceable and not subject to amendment and reformation, then the
Agreement shall be deemed amended to exclude such provision or part of a provision as though
 it had never existed and had never comprised a part of this Agreement, and the remainder of the
Agreement will continue in full force and effect and shall be enforced accordingly.
(b) Notices. All notices and other items required hereunder shall be provided in writing and shall be
transmitted via registered mail (return receipt requested), or other internationally recognized
postal carrier (such as UPS or FedEx) with proof of receipt, addressed as follows:

PT. Verentia Inti Cipta Alami Graminex

Jl. Daan Mogot KM. 13, Duta Indah Karya
Block C No. 50, Jakarta Barat 11740 –
Indonesia
Delivery consistent with the requirements of this Article shall presumptively establish receipt by
the Receiving party.
(c) Third party rights. This Agreement does not, and shall not be deemed, to confer, transfer or
convey any rights or remedies upon person not Party to this Agreement. Headings and article
designations are for convenience only and do not define, limit or otherwise affect the
interpretation of this Agreement.
(d) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original instrument and together one and the same instrument.
(e) Interpretation. Wherever appropriate, the singular shall include the plural, the plural shall
include the singular, and each gender shall include all other genders.
WHEREFORE, the Parties acknowledge that they have read and understand this Agreement and voluntarily
accept the duties and obligations set forth herein.

PT. Verentia Inti Cipta Alami Graminex

Signature: __________________________ Signature: _____________________________

Name: __________________________ Name: ________________________________

Title: _______________________________ Title: _________________________________

FOR THE PURPOSE OF THE APPLICATION OF ARTICLE 1341 AND 1342 AND THE FOLLOWING OF
ITALIAN CIVIL CODE, THE PARTIES DECLARE TO HAVE READ, UNDERSTOOD AND HEREBY EXPRESSLY
DECLARE TO APPROVE THE PROVISIONS UNDER ARTICLE 1 (RECITALS), 2.(INFORMATION
COMMUNICATED), 3 (USE OF CONFIDENTIAL INFORMATION), 5 (CONFIDENTIALITY PERIOD), 6 (BEST
EFFORTS), 7 (RIGHT TO DISCLOSE), 8 (NO DUTY TO DISCLOSE), 9 (NO RIGHTS CONVEYED), 10
(PURPOSE OF AGREEMENT), 11.(RELIANCE), 12 (BINDING EFFECT), 13 (INJUNCTIVE RELIEF), 15
(ENTIRE AGREEMENT), 16. (ASSIGNMENT), 17 (LAW APPLICABLE AND JURISDICTION),
18(MISCELLANEOUS)

PT. Verentia Inti Cipta Alami Graminex

Signature: __________________________ Signature: ________________________________

Name: __________________________ Name: ________________________________

Title: _________________________ Title: ____________________________________