EFTA Document EFTA01386994

Vy Capital NON-DISCLOSURE AGREEMENT Effective Date: October 3, 2017 Participant Company: Vy Capkal fAanagement Company Limited Participant Address: Emirates Financial Towers, South Tower, Level 9, Office 9011902 DIFC, PO Box 506950, Dubai, UAE This Non•Discicsure Agreement ("Agreement) is entered by and between the undersigned and Vy Capital ("VyC") identified above (each a "Party' aid together the "Parties'). In order to protect certain Confidential Information as described below, the parties agree as folows: 1. Disclosing Party: The Party disclosing the Confidential Information (the "Discloser) is VyC. 2.Descrlotion of Confidential Information: "Confidential Information" Is any information in whatever form or medium (and includes any copies of such information that receiving Party ('Recipient') is authorized to make hereunder) that is: (a) proprietary or confidential to Discloser or its affiliated companies or to their respective customers, suppliers a other business partners, including without limitation, information that Is embedded in or related to the Discloser's product or the developMent, testing, or commercial exploitation thereof, in whatever form or media; (b) is either specifically identified as confidential prior to or at the time of its disclosure or would generally be considered confidential by the Recipient, exercising reasonable judgment and (c) directly or indirectly disclosed or to which the Recipient Is otherwise provided access by Discloser or on Discloser's behalf. For the purposes of clarification, in relation to any discussions relating to patent rights, any prior art identified by Discloser as a result of Discloser expending time and/or money shall constitute Confidential Information and may be used, reproduced or olsclosed only as specifically provided herein. 3. Purpose: in this Agreement, "Purpose" means: (i) assessing the desirability or viability of establishing or furthering a business contractual relationship between the Parties, and (IF) to the extent this Agreement is incorporated by reference into any other agreement, achieving the objectives of that agreement. 4. Use, Disclosure, and Reproduction. Except as specifically provided herein, Recipient shall hold Confidential Information in strict confidence. Recipient shall use and reproduce the Confidential Information only to the extantreasonably required to fulfill the Purpose. It shall not be a breach of the obligations of the Recipient if the Recipient provides access to Confidential Information to, and authorizes the use and reproduction of the Confidential Information as is reasonable required to fulfill the Purpose by the Recipient's employees ("Employees"), provided that Recipient is vicariously liable for the failure of any Employee to whom Confidential Information is disclosed to comply with Recipient's obligations hereunder and further provided that the Employee: (i) has a need to know the Confidential Information to fulfill the Purpose and (i) is clearly informed by Recipient of the confidential nature of Confidential Information. Recipient may also disclose Confidential Information if and only to the Went 9) it is required to do so by law, provided that Recipient gives Discloser sufficient notice to enable it to seek an order limiting or precluding such disclosure, and/or in any event only disclose the exact Confidential Information, or portion thereof, specifically requested; or (ii) Discloser gives its prior written authorization to do so which is signed by an officer of the Discloser. Recipient agrees that except to the extent that the Discloser is expressly precluded by law from prohibiting Recipient from doing so, Recipient shall not alter, modify, adapt, create derivative works, translate, deface, decomptle, disassemble, convert Into human readable form, or reverse engineer all, or any part; of any materials to which it is provided access by Discloser. 5. Confidentiality Period: Recipient's duties with respect to Confidential Information under this Agreement shall continue for two (2) years from the expiration or termination of this Agreement for any reason (except for source code and trade secrets, which shall remain subject to the terms of this Agreement so long as they constitute source code or trade secrets under applicable law). 6. Standard of Care: Recipient shall treat Confidential Information as strictly confidential, and shall use the same standard of care to prevent unauthorized use, reproduction, or disclosure as the Recipient uses to protect its own confidential and proprietary information of a similar nature, but in no event less than reasonable care. 7. gxclusions: Information that Recipient can establish: (a) was lawfully in Recipient's possession before receipt from Discloser; or (b) is or becomes a matter of public knowledge through no fault of Recipient; or (c) was independently developed or discovered by Recipient without the benefit of any Confidential Information of the Disclosing Party, shall not be considered Confidential Information under this Agreement 8. Warranty: ThisAgreement shall not obligate either Party to disclose any Confidential Information with the other Party. Discloser makes no representation, warranty or guarantee whatsoever about the Confidential Information. 9. Ownership: The Recipient hereby acknowledges and agrees that it shall not acquire any rights in or to the Confidential Information under this Agreement other than the rights waited in Paragraph 4. In particular, Recipient shall not acquire any ownership right, interest, or title in or to the Confidential Information or any Intellectual property rights therein or the right to obtain or apply for such rights under the Agreement Nothing contained herein shall be construed as obligating either Party to (i) disclose any Confidential Information to the other or (il) enter into a business relationship with the other. 10. fights and Remedies:. Recipient further acknowledges and agrees that due to the unique nature of the Disclosing Party's Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Recipient or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party and, therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement, without the necessity of proving actual damages or posting bonds, in addition to any other relief as may be granted by a CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0088981 SDNY_GM 00235165 EFTA01386994