NON DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT is made this……………day of………………..2025.

BETWEEN
1) Africare Global Limited of Post Office Box Number 3421-00506 in the Republic of
Kenya (hereinafter referred to as "the Disclosing Party" which expression shall
where the context so admits include its successors and assigns) of the one part;

AND

2) ____________________________________________________________ a
Business Name registered in the said Republic and of Post Office Box Number
_________________________(hereinafter referred to as "the Receiving Party"
which expression shall where the context so admits include its successors or
personal representatives and assigns) of the other part.

WHEREAS:
1. The Disclosing Party is the owner of proprietary and confidential information
and subject matter (hereinafter called “Confidential Material”);

2. The Receiving Party shall receive Confidential information and/or Confidential

Material in order to explore a business opportunity of mutual interest;

3. That such Confidential Information and/or Confidential Material is not public

knowledge and is being disclosed to Recipient only under the terms and
conditions of this Agreement;

4. Both parties to this Agreement consider the disclosure of confidential

information and/or Confidential Material to the Recipient to be necessary and
desirable for the purpose of exploring business opportunities and/or related
activities.

WHEREAS this Agreement is being entered into by and between the parties in order to
protect the confidentiality and non-disclosure of Confidential Material by the Recipient.

1
IT IS HEREBY AGREED AS FOLLOWS
1. Definitions
a) For purposes of this Agreement, “Confidential Information” shall include any
information disclosed to by one party to the other, either directly or indirectly in
writing, orally or by inspection of tangible or intangible objects, including without
limitation documents, business plans, source code, software, documentation,
financial analysis, marketing plans, customer names, customer list, customer data,
projects, projections, software and copies, notes and extracts, and strategic plans,
direction, manner, timing and implementation of any projects to be undertaken.

b) For the purpose of this Agreement, the term “Receiving Party” shall include the
Receiving Party, the company he or she represents, and all affiliates, subsidiaries,
and related companies of Recipient.

c) For purposes of this Agreement, the term "Representative" shall include

Recipient's directors, officers, employees, agents, and financial, legal, and other
advisors.

2. Use of the Confidential Information

The Receiving Party undertakes:
a) Not to use any Confidential Information for any purpose except to evaluate and
engage in discussions concerning a potential business relationship between the
parties hereto.

b) Not to disclose the Confidential Information to any third parties, except where the
confidential information is disclosed:

i. by the Receiving Party with the Disclosing Party’s prior written approval; or
ii. necessarily by the Receiving Party in carrying out any obligations contained
in any agreement between, inter alia, the Disclosing Party and the
Receiving Party; or
iii. by the Receiving Party after being obliged to disclose such information in
terms of any law or regulations or by any judicial, governmental, supervisory
or regulatory body, court of law or legal process; provided that, prior to such
disclosure the form and content of the disclosure has been approved by the
Disclosing Party (which approval shall not be unreasonably withheld or
delayed).

c) Not to 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.

2
 d) That it will not under any circumstances use or exploit the Confidential Information
or any part thereof for a purpose other than the permitted purpose;

e) To act in good faith at all times in performing its obligations under this Agreement,
and that it shall protect the Confidential information disclosed pursuant to the
provisions of this Agreement using the same standard of care that it applies to
safeguard its own proprietary, secrets or confidential information.

3. Non-Solicitation
In connection with the evaluation of the Potential Transaction, the Recipient agrees
that, for a period of 24 months from the date of this Agreement, it shall not, directly or
indirectly, without the prior written consent of the Disclosing Party:

i. Solicit for employment or engagement any employee, consultant, or contractor

of the Disclosing Party or its Affiliates who became known to the Recipient
through the evaluation process, or
ii. Induce or attempt to induce any such individual to terminate their employment
or business relationship with the Disclosing Party or its Affiliates.

This restriction shall not apply to:

i. General solicitations of employment or engagement not specifically directed at

such individuals (e.g., public job postings), provided that such hiring is not
based on the use of Confidential Information, and
ii. Individuals who approach the Recipient independently without any solicitation
or encouragement.

Furthermore, during the same period, the Recipient agrees not to knowingly solicit,
divert, or attempt to solicit or divert any existing customers, suppliers, or business
partners of the Disclosing Party, where such relationships became known to the
Recipient through access to Confidential Information or participation in the M&A
process, with the intent of interfering with or adversely affecting the Disclosing Party's
relationship with such third parties.

4. Ownership of the Confidential Information

All Confidential Information is and remains the property of The Disclosing Party. The
Recipient agrees to return such Confidential Information within five (5) days after
Disclosing party makes a written request for part or all of its return or at the termination of
this Agreement for any reason.

3
5. Maintenance of Confidential Information
The Receiving Party agrees that it shall take all reasonable measures to protect the
secrecy of and avoid disclosure and unauthorized use of the Confidential Information.
Without limiting the foregoing, Receiving Party shall take at least those measures that
Receiving Party takes to protect its own most highly confidential information.

6. No Additional Agreements
Neither the holding of discussions nor the exchange of material or information shall be
construed as an obligation of Disclosing Party to enter into any other agreement with
Recipient or prohibit Disclosing Party from providing the same or similar information to
other parties and entering into agreements with other parties. Disclosing Party reserves
the right, in its sole discretion, to reject any and all proposals made by Recipient or its
Representatives with regard to a transaction between Recipient and Disclosing Party and
to terminate discussions and negotiations with Recipient at any time. Additional
agreements of the parties, if any, shall be in writing signed by Disclosing Party and
Recipient.

7. Intellectual Property Rights

Nothing herein shall grant to The Recipient any intellectual property rights in the
Disclosing Party's Confidential Information or Confidential Material. No commercial use,
rights or any licenses under any patent, trademark, know-how, trade secrets or any other
proprietary rights are granted by the Disclosing Party to The Recipient by this
Confidentiality Agreement. The Receiving Party agrees not to make any derivative works
based on the Confidential Information
8. Term and Termination of Agreement and Continuation of Clauses
This Agreement will commence as of the effective date specified above and will continue
for a period of Two (2 years) thereafter, at which time this Agreement shall automatically
expire unless;
a) terminated earlier by either party, with written notice of termination to the other
party, or;
b) the parties agree in writing to extend the term of this Agreement, or;
c) upon expiration or termination of this Agreement, the recipient will immediately
cease any and all disclosures or uses of Confidential Information and all such
information obtained from The Disclosing Party and all copies thereof made by
Recipient will be returned to The Disclosing Party within five (5) days.

4
9. Limitations on Confidentiality
Nothing in this Agreement shall be interpreted as placing any obligation of confidentiality
and non-use by the Recipient with respect to any information that:
a) can be demonstrated to have been in the public domain as of the effective date of
this agreement, or legitimately comes into the public domain through no fault of
The Recipient;
b) can be demonstrated to have been known to The Recipient prior to execution of
this Agreement and was not acquired, directly or indirectly, from The Disclosing
Party or from a third party under a continuing obligation of confidentiality;
c) can be demonstrated to have been rightfully received by The Recipient after
disclosure under this Agreement from a third party who did not require same to
hold it in confidence or limit its use, and who did not acquire it, directly or indirectly,
from The Disclosing Party under a continuing obligation of confidentiality;
d) can be demonstrated to have been independently developed by personnel of The
Recipient who had no substantive knowledge of any information provided by The
Disclosing Party;
e) is permitted to be disclosed or used pursuant to an express written consent from
an authorized officer of The Disclosing Party; or
f) is required to be disclosed pursuant to law or court order; provided that The
Recipient provides prior notice to The Disclosing Party and provides sufficient time
to The Disclosing Party to assert any exclusions or privileges that may be available
by law.

10. Compliance with Legal Requirements

In the event that The Recipient is required by Law, regulation or Court Order to disclose
any of the confidential information, The Recipient shall notify The Disclosing Party
promptly and The Disclosing Party shall waive compliance to the terms of this agreement.
The Recipient shall then furnish the Authorities with the portion of the Confidential
Information required and will exercise all reasonable efforts to obtain reliable assurance
that confidential treatment will be accorded to the Confidential Information so disclosed.

11. Dispute Resolution

a. Should any dispute arise between the parties with regard to the interpretation,
rights, obligations and/or implementation of any one or more of the provisions of
this Agreement, the parties shall in the first instance attempt to resolve such
dispute by amicable negotiation.

5
 b. Should such negotiations fail to achieve a resolution within Fifteen (15) days,
either party may declare a dispute by written notification to the other, whereupon
such dispute shall be referred to arbitration under the following terms:
i. such arbitration shall be resolved under provisions of the Kenyan Arbitration
Act 1995 (as amended from time to time);
ii. the tribunal shall consist of one arbitrator to be agreed upon between the
parties failing which such arbitrator shall be appointed by the Chairman for
the time being of the Chartered Institute of Arbitrators (Kenya Chapter) upon
the application of any party;
iii. the place and seat of arbitration shall be Nairobi and the language of
arbitration shall be English;
iv. the award of the arbitration tribunal shall be final and binding upon the
parties to the extent permitted by law and any party may apply to a court of
competent jurisdiction for enforcement of such award. The award of the
arbitration tribunal may take the form of an order to pay an amount or to
perform or to prohibit certain activities; and
v. notwithstanding the above provisions of this clause, a party is entitled to
seek preliminary injunctive relief or interim or conservatory measures from
any court of competent jurisdiction pending the final decision or award of the
arbitrator.

12. Remedies
Notwithstanding the provisions under Clause 9 above, the Parties acknowledge that, in
the event of any breach of this Agreement by it, the Disclosing Party would be irreparably
and immediately harmed and cannot be made whole by monetary damages. It is
accordingly agreed that, In addition to any other remedy which it may be entitled, the
Disclosing Party shall be entitled to seek an injunction to prevent breaches of, and compel
specific performance of, this Agreement. In the event of litigation relating to this
Agreement, if a court of competent jurisdiction determines that this Agreement has been
breached by either of these parties, then such breaching party will reimburse the non-
breaching Party its costs and expenses (including and without limitation, reasonable legal
fees and expenses) incurred in connection with all such litigation
13. Severability
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, then this Agreement, including all of the remaining terms, will remain in full
force and effect as if such invalid or unenforceable term had never been included.

14. No Warrantees
All confidential information is provided "AS IS". Neither party makes any warranties,
express, implied or otherwise, regarding its accuracy, completeness or performance.

6
15. Non-Assignment
This Agreement shall not be assigned or otherwise transferred in whole or in part by the
Recipient without the prior written consent of the Disclosing Party

16. Notices
a. The parties choose their respective addresses as set out in this clause, as their
domicilium citandi et executandi (“Address”) for the purposes of giving of any
notice, the serving of any process and for any purpose arising from this
Agreement.

b. For the purpose of this Agreement the Parties’ respective addresses are:
For the Disclosing Party For the Receiving Party
Africare Global Limited ……………………………………
P.O. Box 3421 – 00560 ……………………………………
NAIROBI ……………………………………

c. Each of the Parties shall be entitled, by written notice to the other, to vary its
address from time to time to any other address within the Republic of Kenya or to
vary the email address or facsimile number forming an element of such address.

d. Any notice given by one Party to the other (“the Addressee”) which:
i. Is delivered by hand during the normal business hours of the Addressee at
the Addressee’s address for the time being shall be deemed, (Unless the
contrary is proved by the Addressee), to have been received by the
addressee at the time of delivery;

ii. If transmitted by email, it shall be deemed to have been received by the

Addressee (unless the contrary is proved by the Addressee) one Business
Day after the date of dispatch.

17. Miscellaneous
a. This Agreement supersedes all prior agreements, written or oral, between The
Disclosing Party and The Recipient relating to the subject matter of this
Agreement. The Agreement may not be changed, modified, or discharged, in
whole or in part, except by a subsequent agreement in writing signed by
authorized representatives of The Disclosing Party and The Recipient.

7
b. This agreement does not intend or shall not in any way imply that an agency of
partnership relationship exists between both parties.

c. Headings used in this Agreement are provided for convenience only and shall
not be used to construe meaning or intent.

d. The furnishing of Confidential Information hereunder will not constitute or be

construed as a grant of any implied right or a covenant not to sue or forbearance
from any other right of action (except as to permitted activities hereunder), by
The Disclosing Party or The Recipient under any of The Disclosing Party's
patents or other intellectual property rights.

e. This Agreement will be construed and interpreted in accordance with the laws of
the Republic of Kenya.

8
IN WITNESS WHEREOF the parties have set their respective hands hereto on the day
and year first hereinbefore written.

Signed for and on behalf of: Signed for and on behalf of:
Africare Global Limited __________________________________

Signature: …...…………………………. Signature: …...………………………….

Name: …………………………………... Name: …………………………………...

Designation: ....………………………… Designation: ....…………………………

Date: …………………………………… Date: ……………………………………