Confidentiality and Non-disclosure

Agreement between JS Investments

Limited & APP IN SNAP (Private)
Limited

Version 1.0

Date: May 26, 2021

This mutual non-disclosure and non-exploitation agreement (“NDA”) is entered into as of
26.05.21 (“Effective Date”) between JS Investments Limited (JSIL), and APP IN SNAP
(Private) Limited to evaluate, consider, negotiate and potentially enter into an
agreement for certain projects and services to be provided to JS Investments Limited.
The Parties agree that the benefits and undertakings in this NDA are sufficient
considerations for them being bound by this NDA. In connection with their discussions
concerning ABM Products and Services, each Party may disclose Confidential Information
(as defined below) to the other Party (the “Receiving Party”). Each such disclosure by a
Party hereto (the “Disclosing Party”) is made subject to the following terms and
conditions:

1. For purposes of this NDA, confidential information (“Confidential Information”) shall

mean that oral, written or electronic information of a Party that helps meet a business
need or serve a regulatory purpose and which includes, without limitation, technical and
business information relating to proprietary ideas, patentable ideas and/or trade
secrets, prototypes, software (including source code, object code, models and
algorithms), technical processes and formulas, product designs, sales, cost and other
unpublished financial information, product and business plans, service models, business
models, advertising revenues, usage rates, advertising relationships, projections and
marketing data existing and/or contemplated products and services, research and
development, production, costs, profit and margin information, finances and financial
projections, customers, clients, marketing, and current or future business plans and
models, regardless of whether such information is designated as “Confidential
Information” at the time of its disclosure. In addition to the above, Confidential
Information shall also include, and the Parties shall have a duty to protect, other
confidential and/or sensitive information which is (a) disclosed as such in writing and
marked as confidential (or with other similar designation) at the time of disclosure;
and/or (b) disclosed by in any other manner and identified as confidential at the time of
disclosure and is also summarized and designated as confidential in a written
memorandum delivered within thirty (30) days of the disclosure. Confidential
Information will not include information that the Receiving Party can demonstrate by
written record: (a) is, as of the time of its disclosure, or thereafter becomes, part of the
public domain through a source other than the Receiving Party; (b) was known to the
Receiving Party as of the time of its disclosure; (c) is independently developed by the
Receiving Party without use of or reference to the other Party’s Confidential
Information; or (d) is subsequently learned from a third party not under a confidentiality
obligation to the Disclosing Party, so long as in any of these instances, information was
not obtained directly or indirectly from a person in violation of any duty of confidence
owed to a Party or its affiliates.

2. The Parties shall use the Confidential Information only for the purpose of evaluating
their potential business and/or investment relationships and for no other purpose. The
Parties shall not (i) permit any third party access to the Confidential Information except
as permitted herein, (ii) create or allow any third party to create any derivative works
based upon the Confidential Information, (iii) reverse engineer or allow a third party to
reverse engineer the Confidential Information, (iv) access the Confidential Information or
allow a third party to access the Confidential Information to build a competitive product
or service or to copy any features, functions or graphics that are part of the Confidential
Information.

3. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving
Party shall use the same degree of care that it uses to protect the confidentiality of its
own confidential information of like kind (but in no event less than reasonable care) not
to disclose or use any Confidential Information of the Disclosing Party for any purpose
outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to
Confidential Information of the Disclosing Party to those of its employees, contractors
and agents who need such access for purposes consistent with this NDA and who have
signed confidentiality agreements with the Receiving Party containing protections no
less stringent than those herein. The Parties agree that each shall be responsible for any
breaches of this NDA by any of its employees, directors, officers, agents, consultants or
other third parties to whom it discloses Confidential Information of the other Party.

4. The Parties warrant that they have the right to make the disclosures of Confidential
Information that are contemplated under this NDA and that their respective signatories
on this NDA each has the due authority to bind that Party.

5. This NDA shall not be construed as creating, conveying, transferring, granting or

conferring upon either party any rights, license or authority in or to the information
exchanged, except the limited right to use Confidential Information specified in
paragraph 2. Furthermore, and specifically, no license or conveyance of any intellectual
property rights is granted or implied by this NDA.

6. Neither Party has an obligation under this NDA to purchase any service, goods, or
intangibles from the other Party. Furthermore, both Parties acknowledge and agree that
the exchange of information under this NDA shall not commit or bind either Party to any
present or future contractual relationship (except as specifically stated herein), nor shall
the exchange of information be construed as an inducement to act or not to act in any
given manner. Neither Party makes any express or implied representation or warranty as
to the accuracy or completeness of the Confidential Information furnished by it or on its
behalf pursuant to this NDA.

7. Neither Party shall be liable to the other in any manner whatsoever for any decisions,
obligations, costs or expenses incurred, changes in business practices, plans,
organization, products, services, or otherwise, based on either party’s decision to use or
rely on any information exchanged under this NDA. Notwithstanding the forgoing, each
Party shall indemnify and hold harmless the other Party and its affiliates and their
respective directors, officers, employees, agents and representatives from and against
any and all losses, damages, costs and expenses (including, without limitation,
reasonable attorneys’ fees and expenses) caused by or arising out of any direct breach of
this NDA or any direct breach for which it is responsible hereunder, and any and all
actions, suits, proceedings, claims, demands or judgments incident thereto.

8. If there is a breach or threatened breach of any provision of this NDA, it is agreed and
understood that the non-breaching Party shall have no adequate remedy in money or
other damages and accordingly shall be entitled to injunctive relief without the necessity
or requirement of issuing a bond. No specification in this NDA of any particular remedy
shall be construed as a waiver or prohibition of any other remedies in the event of a
breach or threatened breach of this NDA.

9. Upon request by the Disclosing Party, or upon breach by the Receiving Party of any of
the terms herein, the Receiving Party shall promptly return to the Disclosing Party all
Confidential Information provided to the Receiving Party pursuant to this NDA and shall
(subject to the exceptions in paragraph 2 above) make no further use of such
Confidential Information; and all documents, memoranda, notes, or other writings that
the Receiving Party has made with respect to such Confidential Information will be
returned to the Disclosing Party or destroyed by the Receiving Party and no copies of
the same will be maintained by the Receiving Party.

10. For a period of one year from the date of this Agreement, neither Party will
directly solicit the employment of any officer or employee of the other Party or its
affiliates without the prior written consent of such other Party. APP IN SNAP
(Private) Limited will not directly or indirectly engage to solicit the vendors of ABM
for a period of three years from the date of signing of this NDA.

11. This NDA states 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 NDA must be
made in writing and signed by authorized representatives of both Parties. This NDA may
be executed in counterparts or by facsimile, each of which shall be deemed an original,
and all of which together shall constitute one and the same agreement. No failure or
delay by either Party in exercising any right or privilege hereunder will operate as a
waiver thereof, nor will any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any right, power or privilege hereunder.
Neither Party shall have the right to assign this NDA without the prior written
agreement of the other Party. This NDA is made under and shall be construed according
to the laws of the Country of Pakistan without regard to its conflict of law principles.
Each Party hereto hereby agrees (i) that all courts including state and federal courts,
shall have the sole and exclusive jurisdiction of any and all disputes arising out of or
relating to this NDA and (ii) that the state and federal courts in the Country of Pakistan
shall have in personam jurisdiction over each of them for the purpose of litigating any
and all disputes arising out of or related to this NDA. If any of the provisions of this NDA
are found to be unenforceable, the remainder shall be enforced as fully as possible and
the unenforceable provision(s) shall be deemed modified to the limited extent required
to permit enforcement of the NDA as a whole.

12. This NDA shall be deemed effective as of the date set forth above and shall expire on
the day that is one year after such date or upon thirty (30) days written notice by a
Party. The representations and obligations of each Party relative to the Confidential
Information shall survive the termination or expiration of this Agreement for a period of
the longer of three (3) years or for such time as such Confidential Information remains a
protectable trade secret under applicable law. The provisions of this Agreement shall
apply retroactively to any Confidential Information which has been disclosed by the
Parties in connection with discussions and negotiations regarding the ABM Products and
Services prior to the Effective Date. WHEREFORE, the Parties acknowledge that they
have read and understand this NDA and voluntarily accept the duties and obligations set
forth herein.

[Signature Page Follows]

By signing this agreement, we hereby agree to comply with all the aforementioned terms and
conditions

APP IN SNAP (Private) Limited

By: Mr. Syed Muhammad Imran

Designation: Chief Executive Officer (CEO)

CNIC: 37405-7222355-7
_______________________

Signature _______________________

JS Investments (JSIL)
By: _______________________

Designation: _______________________

CNIC: _______________________

Signature _______________________