NONDISCLOSURE AGREEMENT

This Nondisclosure Agreement (“Agreement”) is made and entered into as of [insert

date]_______ 2021, by and between:

FlexFlexi Smart-Systems I.T. L.L.C. (including its affiliates and subsidiaries), a company,
duly incorporated under the laws of the United Arab Emirates with registration number
(12589340) and having its registered office at 1204 King Faisal Street, Industrial Area 1,
Dubai, United Arab Emirates (the “First Party”)

AND

[insert client name], [an individual holding the nationality of the [insert country], residing at
[insert address] or [Qamari Tech L.L.C., a company, duly incorporated under the laws of
[insert jurisdiction]the United Arab Emirates with registration number [insert registration
number],(17574001) and having its registered office [insert address], [insert authorized
person name]]6304 Bay Square, Business Bay, Dubai, United Arab Emirates (the “Second
Party”).]”).

Each party is hereinafter individually referred to as (“Party”) and collectively referred to as the
(“Parties”).

Except as otherwise indicated in this Agreement, the term "Party" also includes all Affiliates
and Representatives1 of the Party and, except as otherwise indicated, the term "Parties"
also includes all of the "Parties".

RECITALS:

Whereas, the Parties contemplate into entering into a [insert description of

relationship/transaction]an acquisition of the First Party by the Second Party ("Purpose");

and whereas, the [insert party]First Party pursuant to the terms and conditions of this
Agreement, is willing to share and disclose to the [insert]Second Party certain information
("Confidential information") in connection with the negotiation of achieving the Purpose.

The Parties agree as follows:

1. Introductory Provisions

1.1 The recitals to this Agreement shall constitute an integral and inseparable part of
this Agreement.
1.2 The expressions “hereof”, “hereby”, “herein” and other similar expressions refer to
this Agreement and not to any particular section or clause of this Agreement

1
The recipient will typically be responsible if its representative breach the agreement. However, we
should take steps to limit this, and we should not agree to ensure that no employees or representatives
breach the NDA. These are third parties out-with our client’s control.

_______________ _______________
Initials Initials

1
 1.3 Each of the signatories and each of the Parties to this Agreement certify and
acknowledge that it has the legal and contractual capacity to enter into this
Agreement.

2. Definitions & Interpretation

2.1 Purpose: The Parties may disclose to each other certain Confidential Information
and business information that the Disclosing Party desires the Receiving Party to
treat as confidential.

[2.2] Disclosing Party means the [insert party]First Party disclosing certain
Confidential Information.

[2.3] Receiving Party means the [insert party]Second Party receiving certain
Confidential Information.

[2.4] Confidential Information means any information disclosed by Disclosing Party to

the Receiving Party, either directly or indirectly, in writing, orally or by inspection of
tangible objects (including, without limitation to, documents, prototypes, samples,
plant and equipment).), which is designated as “Confidential,” “Proprietary” or some
similar designation.2 Information communicated orally shall be considered
Confidential Information if it is identified as such in writing at the time of the
communication. Confidential Information may also include information disclosed
to a Disclosing Party by third parties. Confidential Information shall not,
however, include any information which: (i) was publicly known and made generally
available in the public domain prior to the time of disclosure by the Disclosing
Party; (ii) becomes publicly known and made generally available after disclosure by
the Disclosing Party to the Receiving Party through no action or inaction of the
Receiving Party; (iii) is already in the possession of the Receiving Party at the
time of disclosure by the Disclosing Party as shown by the Receiving Party’s files
and records immediately prior to the time of disclosure; (iv) is obtained by the
Receiving Party from a third party without a breach of such third party’s obligations
of confidentiality; (v) is independently developed by the Receiving Party without
use of or reference to the Disclosing Party’s Confidential Information, as shown
by documents and other competent evidence in the Receiving Party’s possession;
or (vi) is required by law to be disclosed by the Receiving Party, provided that the
Receiving Party gives the Disclosing Party prompt written notice of such
requirement prior to such disclosure and assistance in obtaining an order protecting
the information from public disclosure., the cost of which shall be borne by the
Disclosing Party.3

2.2[2.5] Affiliates: In relation to a Party, means the Party’s holding company, its
subsidiaries, the subsidiaries of its holding company and any other company, which,
directly or indirectly or is controlled by the Party.

2
We should seek to narrow the definition of “Confidential Information” as much as reasonably
possible.
3
The cost of obtaining protective treatment of the confidential information should fall on the
Disclosing Party.

_______________ _______________
Initials Initials

2
 2.3[2.6] Representative: In relation to a Party, means any employee, consultant,
professional adviser, contractor, sub-contractor, or agent of the Party.

3. Non-use and Nondisclosure:

Receiving Party agrees not to use any Confidential Information of the Disclosing
Party for any purpose except to evaluate and engage in discussions concerning the
Purpose and any potential business relationship between the Parties related to the
Purpose. The Parties may disclose Confidential Information to their Affiliates and
Representatives with a bona fide need to know such Confidential Information, but only
to the extent necessary to evaluate or carry out the Purpose and the proposed business
and only if such are advised of the confidential nature of such Confidential Information,
and the terms of this Agreement. Receiving Party shall not reverse engineer,
disassemble or decompile any prototypes, software or other tangible objects which
embody the Disclosing Party’s Confidential Information, and which are provided to
the Receiving Party hereunder.

4. Maintenance of Confidentiality:

Receiving Party agrees that it shall take reasonable measures to protect the secrecy of
and avoid disclosure and unauthorized use of the Confidential Information of the
Disclosing Party. Without limiting the foregoing, Receiving Party shall take at least
those reasonable measures that it takes to protect its own most highly confidential
information and shall ensure that its who have access to Confidential Information of
the Disclosing Party have signed a non-use and non-disclosure agreement in content
similar to the provisions hereof, prior to any disclosure of Confidential Information to
such.4 Receiving Party shall not make any copy of the Confidential Information for
other parties unless the same is previously approved in writing by the Disclosing Party.

5. Notification:

Receiving Party shall notify the Disclosing Party immediately upon discovery of any
unauthorized use or disclosure of Confidential Information or any other breach of this
Agreement by Receiving Party, and will cooperate with Disclosing Party in every
reasonable way to help Disclosing Party regain possession of the Confidential
Information and prevent its further unauthorized use or disclosure.

6. Return of Materials:

All documents and other tangible objects containing or representing Confidential

Information which have been disclosed by either Party to the other Party, and all copies
thereof which are in the possession of the other Party, shall be and remain the property
of the Disclosing Party and shall be promptly5 returned to the Disclosing Party within a

4
This is administratively onerous on our client and we should push back on it.
5
Generally, we should push back on terms such as “promptly” or “immediately” as they are too
onerous and could open our client to liability. We should instead seek to couch terms in

_______________ _______________
Initials Initials

3
 reasonable time period upon the Disclosing Party’s written request or, atupon the
Receiving Parties request, and the6 Disclosing Party’s option,consent (not to be
unreasonably withheld) certify to the destruction of such Confidential Information.

7. No License:

Nothing in this Agreement is intended to grant any rights to either Party under any
patent, mask work right or copyright of the other Party, nor shall this Agreement grant
any Party any rights in or to the Confidential Information of the other Party except as
expressly set forth herein.

8. Exclusivity:

This Agreement is entered by the Parties on an exclusive basis. The Receiving Party
shall strictly not use any of the shared Confidential Information with any third party
without the prior written approval of the Disclosing Party, which may be held without
providing any reason.

9. Term:

The obligations of each Receiving Party hereunder shall survive until such time as all
Confidential Information of the other Party disclosed hereunder becomes publicly
known and made generally available through no action or inaction of the Receiving
Party. The Receiving Party further undertake not to share any of the Confidential
Information with any third party whatsoever for a period five (5) yearsof one (1) year7
after the termination of the [Possible Business Work Relationship / Confidential
information /this Agreement]..

10. Remedies:

Second Party agrees that any violation or threatened violation of this Agreement may
cause irreparable injury to the First Party, entitling the First Party to seek injunctive relief
in addition to all legal remedies for the value of One Hundrednot more than Five Million
US Dollars (USD 1005,000,000.00)8 or what a court order would be, provided whichever
higher will be considered as the amount to be compensated to First Party.

11. Miscellaneous:

This Agreement shall bind and inure to the benefit of the Parties hereto and their
successors and assigns. This Agreement shall be governed by the laws of the
NetherlandsThe United Arab Emirates without reference to conflict of laws principles.

“reasonableness” language.
6
We would like the option of destroying confidential information as opposed to it being an automatic
trigger. This reduces administrative complexity, especially if there is a lot of confidential information.
7
We should seek to make the confidentiality period as short as possible to reduce the scope of our
client’s liability.
8
Again, the scope of our client’s liability should be reduced. This is ultimately a risk-based decision to
be made by the client, but our opening gambit should be much lower than the proposed $100m.

_______________ _______________
Initials Initials

4
 In all actions arising out of this Agreement, both Parties consent to the exclusive
jurisdiction, rules, regulations, and venue of the SaudiDubai Center for Commercial
Arbitration located in the HagueDubai. The Arbitration panel shall consist of one
arbitration and all proceedings shall commence in the [Arabic/English] language. This
document contains the entire Agreement between the Parties with respect to the
subject matter hereof, and neither Party shall have any obligation, express or implied by
law, with respect to trade secret or proprietary information of the other Party except as
set forth herein. Any failure to enforce any provision of this Agreement shall not
constitute a waiver thereof or of any other provision. This Agreement may not be
amended, nor any obligation waived, except by a writing signed by both Parties hereto.

This Agreement may be executed by electronic means in one or more counterparts, each of
which shall be deemed an original and all of which, taken together, shall constitute one and
the same instrument.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
duly authorized representatives as of the date first written above.

[First Party]Flexi Smart-Systems I.T.

[Second Party]Qamari Tech L.L.C.
L.L.C.

By: By:

Signature: Signature:

Date: Date:

Stamp: Stamp:

_______________ _______________
Initials Initials