NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT

This Non-Disclosure and Non-Circumvention Agreement (hereinafter the “Agreement”) is made

on 26th September 2021 (“Commencement Date”)
BY AND BETWEEN
(1) NATIONAL BANK OF FUJAIRAH PJSC (Dubai Branch), (Trade License No.
__________________) a company incorporated in the United Arab Emirates with its
registered address at Khalid Bin Al Waleed Street, P.O. Box 2979, Dubai, United Arab
Emirates,( hereinafter referred to as “Recipient”) (which expression includes its affiliate
and permitted assigns) duly represented herein by Mr.
____________________________________________________; and

(2) LALS HOLDINGS LIMITED, incorporated in the emirate of Dubai, United Arab Emirates
with its registered address at Dubai International Financial Center, PO Box 11096, Dubai,
UAE (hereinafter referred to as “Discloser”) (which expression includes its affiliate and
permitted assigns), duly represented herein by Mr. Lal Hariram Ganwani.

Discloser and Recipient shall hereinafter sometimes be individually referred to as “Party” and
jointly as “Parties”.

BACKGROUND
(A) The Recipient wishes to receive from the Discloser certain information belonging to the
Discloser for the Purpose (as defined in Clause 1 below).
(B) In order to facilitate the Purpose, Discloser may disclose or deliver to the Recipient
certain Confidential Information (as defined in Clause 1 below) which it requires the
Recipient to maintain confidential in accordance with the terms of this Agreement.
1. DEFINITIONS
In this Agreement the following expressions shall have the following meanings unless
inconsistent with the context:
Affiliate means, in relation to a Party, any other company or entity which directly or
indirectly (whether through one or more intermediaries or otherwise) Control, or are
Controlled by, or are under common Control with, that other company or entity or its
successors-in-title from time to time. For this purpose, a Party is deemed to control the
other company or entity if it (a) owns, directly or indirectly, at least 50 percent of the
capital of the other company or entity, or (b) in the absence of such ownership interest,
substantially has the power to direct or cause the direction of the management and set the
policies of such other company or entity.

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 “Business Day” means any day other than Friday, Saturday or a public holiday in the
United Arab Emirates.
“Confidential Information” For the purposes of this Agreement the Confidential
Agreement specifically includes but is not limited to:
1. Discloser providing access to virtual Data room on Ansarada Platform, which shall
have the Discloser’s holding companies water marked three-year financials, to the
Recipient’s signatory of this Agreement only.
“Commencement Date” means the date of this Agreement.
“Purpose” means the discussions, negotiations, correspondence, communications,
research, analysis, arising out of or in connection with the proposed services to be
performed by the Recipient for the Disclosure, including but not limited to all the
documents and confidential information to be shared by the Discloser pursuant to this
Agreement.

2. DISCLOSURE
2.1 On and from the Commencement Date, the Discloser shall (to the extent that it has not
done so already) disclose to the Recipient details of the Confidential Information such as to
allow the Recipient to evaluate the Purpose provided that the Discloser shall have sole
discretion over the extent and nature of the Confidential Information that it discloses to the
Recipient. The Recipient confirms that the duty of confidentiality imposed by this
Agreement extends to any Confidential Information which has been, or may have been,
supplied to it before the Commencement Date despite the absence of a written agreement,
this Agreement merely records in writing the confidentiality obligations under which the
Recipient received the Confidential Information in question.
2.2 The Recipient unconditionally and irrevocably agree consent and undertakes during and
after expiry or termination of this Agreement:
2.2.1 that it will not use the Confidential Information, other than for the Purpose; and
2.2.2 that it will not take any photographs or record videos of the screen or print or save
the content or take notes, including, but not limited to, any notes, or drawings, or
recordings of any demonstrations, or notes of disclosures of Confidential
Information, (including any recordings of transmissions over telephone lines or
via radio or microwave), essentially no recordal, preservation or disclosure of
whatsoever nature, during, after or before the Access and/or ensure that there isn’t
any mechanism in place at all points of time, to create any backup or record the
access or its content thereof of the Confidential Information.
2.2.3 that the viewing Access will be provided for one week only to the Recipient’s
signatory via link shared to his email address by the Discloser, strictly for single
person use only. The extension of duration of this Access rests solely with
Discloser.

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2.3 The confidentiality obligations on the Recipient in this Agreement shall not extend to
information which the Recipient can prove to the Discloser’s reasonable satisfaction:
2.3.1 has ceased to be secret without default on the Recipient’s part;
2.3.2 was already in the Recipient’s possession prior to disclosure by the Discloser;
2.3.3 has been received from a third party who did not acquire it in confidence; or
2.3.4 is required to be disclosed pursuant to any statutory or legal obligation placed
upon the Recipient or governmental or regulatory authority having the force of
law provided that the Recipient shall immediately notify the Discloser in writing
of such obligation and/or order prior to disclosing any confidential information so
that the Recipient can obtain a Court or Government order to curtail such
disclosure.
2.4 The confidentiality obligations under this Clause 2 shall survive the termination or
expiration of this Agreement.

3. TERM AND TERMINATION

3.1 This Agreement commences on the Commencement Date and subject to Clause 3.4,
remains in force until either the Purpose is concluded, or until either Party at any time gives
the other written notice to terminate, whichever is earlier.
3.2 Upon termination of this Agreement, Recipient shall immediately cease to use all
Confidential Information.
3.3 Upon any request by the Discloser under this Clause, the Recipient’s rights to use the
Confidential Information for the Purpose shall cease immediately.
3.4 The Recipient’s obligations under this Agreement will survive the termination or expiry of
this Agreement, except for the non-circumvention obligations which would remain as
mentioned in Clause 6 below.

4. INTELLECTUAL PROPERTY RIGHTS, WARRANTIES AND DISCLAIMERS

4.1 The Discloser retains all intellectual property rights in the Confidential Information
(including in materials produced by the Recipient relating to the Confidential Information)
at all times and for all purposes including but not limited to all intellectual property,
industrial property and other intangible rights arising under the laws of any country, rights
with respect to patents, designs, design patents, copyrights, trademarks and all other rights
and forms of protection of a similar nature or having equivalent effect including an
application for the same, and includes technology, know how, technical information,
inventions, trade secrets, industrial models, utility models, processes, designs, technical
drawings and any improvements and/or variations made thereto by the Parties, etc.
4.2 Nothing contained in this Agreement shall be construed as granting or conferring any rights
by license or otherwise, expressly, or by implication, in respect of any intellectual property

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 right in, or any invention, discovery or improvement made or acquired by the Discloser
before or after the date of this Agreement relating to, the Confidential Information.
1.3 The Discloser gives no warranty, express or implied, in respect of the Confidential
Information.
4.4 The Discloser accepts no responsibility for any expenses or losses incurred or actions
undertaken by the Recipient as a result of the Recipient’s receipt of the Confidential
Information. It is understood by the Recipient that the Discloser does not warrant or
represent that it will enter into any further contract with the Recipient in connection with
the Purpose.

5. DISCLOSURE TO ADVISERS/ANNOUNCEMENTS
5.1 The existence of this Agreement, and of any relationship between the Parties concerning
the Confidential Information, is confidential and Recipient will not publish, or permit to
be published, any information about its relationship with Discloser or about the Purpose,
unless that information has first been approved for publication by Discloser in writing.

6. NON-CIRCUMVENTION AND NON-COMPETITION

Recipient hereby agrees not to circumvent or compete with the Discloser and to abide by
business principles regarding non-circumvention and non-competition. Recipient shall not
in any way whatsoever circumvent or attempt to circumvent or compete or attempt to
compete with the Discloser by entering into any negotiation or dealing with any business
contacts, associates or partners of the Discloser with whom the Recipient may have
become acquainted in the course of the implementation of this Agreement both during the
term of this Agreement and for a period of two (2) years after the termination or expiry of
the Agreement, without the prior written consent of the Discloser. In the event of
circumvention of or competition by Recipient, directly or indirectly, the Discloser shall be
entitled to monetary compensation equal to the maximum potential amount that could
have been earned or saved by the Discloser if not for such circumvention or competition
along with all related costs and expenses, including but not limited to all legal costs and
expenses incurred to recover the compensation.

7. NON – SOLICITATION
7.1. Subject to Clause 7.2, for the Term and for the period of twenty-four (24) months after
the termination or expiry of this Agreement, neither Party shall, directly or indirectly,
solicit, recruit, hire, retain, engage the services of or offer employment or a contract to the
other Party’s Personnel without the express prior written consent of the other Party, which
may be withheld at the other Party’s sole discretion.

7.2. Clause 7.1. shall not restrict:

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 7.2.1. either party from hiring Personnel of the other Party who apply unsolicited in
response to a general advertising or other general recruitment campaign; or
7.2.2. either Party making an offer of employment to such Personnel currently working
for the other Party if the other Party is subject to an insolvency event.

8. ASSIGNMENT
8.1 The Discloser may at any time assign the benefit (including any present, future or
contingent interest or right to any sums or damages payable by the Recipient under or in
connection with this Agreement) or delegate the burden of this Agreement without the
prior written consent of the Recipient.
8.2 The Recipient may not assign the benefit and/or delegate and/or sub -contract the burden
of this Agreement, without the prior written consent of the Discloser.

9. REMEDIES
Without prejudice to any other rights and remedies that the Discloser may have, the
Recipient agrees that the Confidential Information is valuable and that the monetary
damages alone may not be an adequate remedy for any breach by the Recipient of this
Agreement. The Recipient agrees that the Discloser will be entitled without proof of
special damage to the remedies of an injunction and other equitable relief for any actual or
threatened breach by the Recipient of this Agreement.

10. ENTIRE AGREEMENT/RELIANCE ON REPRESENTATION

This Agreement contains all the terms which the Parties have agreed in relation to the
subject matter of this Agreement and supersedes any prior written or agreements,
representations or understandings between the Parties. Neither Party to this Agreement
has been induced to enter into this Agreement by a statement or promise which they do
not contain save that this clause shall not exclude any liability which one Party would
otherwise have to the other in respect of any statements made fraudulently by that Party.

11. VARIATION
No variation of this Agreement shall be effective unless in writing and signed by a director
or other duly authorized officer of each of the Parties.

12. WAIVER

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 No failure or delay by any Party to exercise any right, power or remedy will operate as a
waiver of it nor will any partial exercise preclude any further exercise of the same, or of
some other right, power or remedy.

13. GOVERNING LAW AND JURISDICTION

13.1. This Agreement and the rights and obligations of the Parties hereunder shall be
governed by and construed in accordance with Law of the United Arab Emirates.

13.2. Any claims, differences or disputes arising out of or in connection with this
Agreement (hereinafter referred to as "Dispute"), including any question regarding its
existence, validity, termination or its performance, or in connection with arrangements
regarding the performance of this Agreement shall be settled by the Dubai Court.

14. NOTICES
14.1 All notices, consents and other communications provided for herein shall be in writing and
shall be properly given when delivered by hand, facsimile, electronic mail or by registered
mail or courier services, addressed as follows:

If to Recipient: If to Disclosure:
Address: _____________________ Address: Lals Group, Plot 20125, Road
No. S216, Jebel Ali Free Zone
__________________________
South, Dubai, United Arab
_____________ Emirates

Kind Attn: _____________ Kind Attn: Legal Department

Tel: _________________ Tel: +97148133777

Fax: ___________________ Email: legal.helpdesk@lalsgroup.com
Email: ___________________

14.2 Any notice or other information required or authorized by this Agreement to be given by
either Party to the other shall be written in the English language and may be given by:
(a) delivering it by hand to its authorized representative; or
(b) sending it by recognized courier; or

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 (c) sending it by facsimile transmission or email communication or similar means of
communication.
14.3 Any notice or other information sent by facsimile transmission or similar means of
communication shall be deemed to have been duly given on the date of transmission,
provided that a confirming email copy of such communication is sent to the Email ID
provided in Clause 14.1 to the other Party within 24 hours after transmission.
14.4 Service of any legal proceedings concerning or arising out of this Agreement shall be
effected by any Party by causing the document in question to be delivered to the Party to
be served at the address for that Party given in this Agreement, or any other address
which is notified in writing from time to time to the Party serving the proceedings.

15. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which so
executed and delivered shall constitute an original, but together shall constitute one and the
same instrument.

SIGNED BY the duly authorized representatives of the Parties on the date stated at the beginning
of this Agreement.

SIGNED BY: For and on behalf of: SIGNED BY: For and on behalf of:
NATIONAL BANK OF FUJAIRAH PJSC LALS HOLDINGS LIMITED

Name: _______________________ Name: Lal Hariram Ganwani