Mr. Khalid Ahmed Abdullah Al-Misnad: Non Disclosure Agreement

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NON‐DISCLOSURE AGREEMENT

THIS AGREEMENT the "Agreement” is entered into on January 27th , 2019,

by and between

1- Mr. Khalid Ahmed Abdullah Al-misnad, Qatari Nationality, Id NO (26663400973) Having his
address at Doha – Qatar , P.O. Box No. ( ), Herein after referred to as:

” The Disclosing Party”

2- Mr. SAMEER SYED MOHIDEEN, Indian Nationality, Having Passport NO (Z3802717).

“Recipient” or the “Receiving Party”

Whereas the Recipient Has been designated by the first party to perform Programming services for the
companies owned by first party, the disclosing Party may during the programming process share certain
proprietary information with the Recipient.

Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

1. Definition of Confidential Information:

a. For purposes of this Agreement, “Confidential Information” means including but not limited to
any data or information that is proprietary to the Disclosing Party and not generally known to the
public, whether in tangible or intangible form, whenever and however disclosed, including, but
not limited to: (i) any marketing strategies, plans, financial information, or projections,
operations, sales estimates, business plans and performance results relating to the past, present
or future business activities of such party, (ii) plans for products or services, and customer or
supplier lists; (iii) any scientific or technical information, invention, design, process, procedure,
formula, improvement, technology or method; (v) any concepts, reports, data, know-how, works-
in-progress, designs, development tools, specifications, computer software, source code, object
code, flow charts, databases, inventions, information and trade secrets; and (vi) any other
information recognized as confidential information of the Disclosing Party.

b. Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not
include information which: (a) is or becomes publicly available through no fault of or failure to act
by the Receiving Party in breach of this Agreement; (b) is required to be disclosed in a judicial or
administrative proceeding, or is otherwise requested or required to be disclosed by law or
regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure
being made;

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2. Disclosure of Confidential Information

From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party.
The Receiving Party will: (a) limit disclosure of any Confidential Information to its directors, officers,
employees, agents or representatives (collective “Representatives”) who have a need to know such
Confidential Information in connection with the current function at The Disclosing Party to which this
Agreement relates, and only for that purpose; (b) advise its Representatives of the proprietary nature
of the Confidential Information and of the obligations set forth in article No.2 in this Agreement and
require such Representatives to keep the Confidential Information confidential; (c) shall keep all
Confidential Information strictly confidential by using a reasonable degree of care, but not less than
the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any
Confidential Information received by it to any third parties (except as otherwise provided for herein).

Each party shall be responsible for any breach of this Agreement by any of their respective
Representatives.

3. Use of Confidential Information

The Receiving Party agrees to use the Confidential Information solely in connection with the current
function at The Disclosing Party and not for any purpose other than as authorized by this Agreement
without the prior written consent of an authorized representative of the Disclosing Party. No other
right or license, whether expressed or implied, in the Confidential Information is granted to the
Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing
Party.

All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing
Party and any modifications and improvements thereof by the Receiving Party shall be the sole
property of the Disclosing Party.

4. Disclosure of Confidential Information for Authorities

Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose
Confidential Information pursuant to any governmental authorities, judicial governmental request
provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in
writing of such demand for disclosure.

5. Term

This Agreement shall remain in effect for the duration of 25 years, Starting from the date of signature.
The parties’ duty to hold in confidence Confidential Information that was disclosed during term shall
remain in effect indefinitely.

6. Remedies

Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique
and valuable character, and that the unauthorized dissemination of the Confidential Information

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would destroy or diminish the value of such information. The damages to Disclosing Party that would
result from the unauthorized dissemination of the Confidential Information would be impossible to
calculate.

Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief
preventing the dissemination of any Confidential Information in violation of the terms hereof. Such
injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in
equity. Disclosing Party shall be entitled to recover its costs and fees, including attorneys’ fees,
incurred in obtaining any such relief.

7. Return of Confidential Information

Receiving Party shall immediately return and redeliver to the other all tangible material embodying
the Confidential Information provided hereunder including but not limited to all notes, summaries,
memoranda, drawings, manuals, records, excerpts or derivative information deriving there from and
all other documents or materials ( “Notes”) (and all copies of any of the foregoing, including “copies”
that have been converted to computerized media in the form of image, data or word processing files
either manually or by image capture) based on or including any Confidential Information, in whatever
form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings
between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such
time as the Disclosing Party may so request; provided however that the Receiving Party may retain
such of its documents as is necessary to enable it to comply with its document retention policies.

Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case
of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing embodying
Confidential Information (or the reasonably no recoverable data erasure of computerized data) and,
upon request, certify in writing such destruction by an authorized officer of the Receiving Party
supervising the destruction).

8. Notice of Breach

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

9. No Binding Agreement for Transaction

The Recipient agrees that disclosing party will not be under any legal obligation of any kind
whatsoever with respect to a Transaction by virtue of this Agreement.

The Recipient further acknowledge and agree that disclosing party reserve the right, in their sole and
absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with
respect to a Transaction at any time.

This Agreement does not create a joint venture or partnership between the parties. If a Transaction
goes forward, the non‐disclosure provisions of any applicable transaction documents entered into

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between the parties (or their respective affiliates) for the transaction shall supersede this Agreement.
In the event such provision is not provided for in said transaction documents, this Agreement shall
control.

10. Warranty

No warranties are made by the disclosing party under this agreement whatsoever the receiving parties
understand that no representation or warranty as to the accuracy or completeness of the Confidential
Information is being made by the Disclosing Party.

Disclosing party is not under any obligation under this Agreement to disclose any Confidential
Information it chooses not to disclose.

11. Miscellaneous

a. This Agreement constitutes the entire understanding between the parties and supersedes any
and all prior or contemporaneous understandings and agreements, whether oral or written,
between the parties, with respect to the subject matter hereof. This Agreement can only be
modified by a written amendment signed by the party against whom enforcement of such
modification is sought.
b. The validity, construction and performance of this Agreement shall be governed and
construed in accordance with the laws of the state of Qatar. The courts of Qatar shall have
sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement
however the Disclosing party may seek the jurisdiction of any judicial system he may seem
required for the enforcement of this agreement.
c. Any failure by disclosing party to enforce the other party’s strict performance of any provision
of this Agreement will not constitute a waiver of its right to subsequently enforce such
provision or any other provision of this Agreement.

d. Although the restrictions contained in this Agreement are considered by the parties to be
reasonable for the purpose of protecting the Confidential Information, if any such restriction
is found by a court of competent jurisdiction to be unenforceable, such provision will be
modified, rewritten or interpreted to include as much of its nature and scope as will render it
enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any
respect, it will not be given effect, and the remainder of the Agreement will be enforced as if
such provision was not included.
e. Any notices or communications required or permitted to be given hereunder may be
delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail,
or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the
address of the other party first indicated above (or such other addressee as may be furnished
by a party in accordance with this paragraph). All such notices or communications shall be
deemed to have been given and received (a) in the case of personal delivery or electronic-
mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized
overnight carrier, on the third business day following dispatch and (c) in the case of mailing,
on the seventh business day following such mailing.

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f. This Agreement is personal in nature, and neither party may directly or indirectly assign or
transfer it by operation of law or otherwise without the prior written consent of the other
party.

g. All obligations contained in this Agreement shall extend to and be binding upon the parties to
this Agreement and their respective successors, assigns and designees.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Disclosing Party
Mr. Khalid A A Al-misnad

_________________________________
Receiving Party

Name: Sameer Syed Mohideen

Job Title: Co-Founder

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