Mutual Non-Disclosure Agreement

neumarz.com MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement (the “ Agreement ”) is made as of the Effective Date set forth below by and between the parties on the signature line. The parties desire to exchange or have already exchanged certain Confidential Information in connection with ______________________________________________ (the “ Purpose ”), and hereby agree as follows: 1. “ Confidential Information ” means any technical and non-technical information disclosed by one party (“ Disclosing Party ”) to the other (“ Receiving Party ”) under this Agreement and related to the past, present or future business or technology of the Disclosing Party, including without limitation information constituting or concerning research, development, processes, methodologies and other intellectual property; designs and specifications; software; product, marketing, sales and business development plans and strategies; competitive analyses; financial analyses and forecasts; cost and pricing data; procurement requirements and vendor information; customers and prospects; licensing and distribution arrangements; the identity, skills and compensation of employees, contractors and consultants; and third party information that the Disclosing Party is obligated to maintain in confidence. Confidential Information includes information disclosed before or after the date hereof. The relationship between the parties and the fact and substance of this Agreement shall also be Confidential Information. The Disclosing Party will mark all Confidential Information in tangible form “confidential” or “proprietary” or with words of similar import. It will identify as confidential at the time of disclosure any Confidential Information disclosed orally or in another intangible form. Regardless of whether so marked or identified, any information that the Receiving Party knew or should have known was considered confidential or proprietary by the Disclosing Party, including, without limitation, information learned by the Receiving Party upon visual inspection of the Disclosing Party’s premises, will be considered Confidential Information of the Disclosing Party under this Agreement. 2. A Receiving Party will use Confidential Information of the Disclosing Party only for the Purpose and not otherwise for its own benefit or that of any third party and will maintain such information in confidence using the same degree of care to protect the information from unauthorised use, access or disclosure that it uses to protect its own confidential information of a similar nature, but not less than reasonable care. A Receiving Party shall promptly notify the Disclosing Party of any misappropriation of Confidential Information disclosed to it hereunder. Except where the following prohibition is not allowed under applicable law, a Receiving Party will not Neumarz is a Kainjoo SA ventures. Rue du Sablon 2 1110 Morges info@neumarz.com

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neumarz.com decompile, disassemble, reverse engineer or otherwise modify any software or other product, system or process disclosed to it under this Agreement. 3. A Receiving Party’s obligations under Section 2 above will terminate concerning any part of the Disclosing Party’s Confidential Information when such party can demonstrate that such information: (i) was at the time of disclosure or thereafter becomes, through no act or failure to act on the part of the Receiving Party, generally known or available to the public; (ii) was at the time of disclosure in the Receiving Party’s possession free of any obligation of confidentiality; (iii) following disclosure by the Disclosing Party is rightfully furnished to the Receiving Party by a third party free of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to Confidential Information of the Disclosing Party. 4. A Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, individual independent contractors and the employees and individual independent contractors of its majority-owned subsidiaries, provided such individuals need to know the information to accomplish the Purpose, are informed of the confidential nature of the information, and are bound in writing or by law by obligations of confidentiality concerning such information at least as protective as those set forth herein. 5. The Receiving Party may disclose the Confidential Information of the Disclosing Party to the extent required by applicable law or a governmental authority of competent jurisdiction, provided the Receiving Party gives the Disclosing Party prompt notice of such requirement and a reasonable opportunity to contest or limit such disclosure. It reasonably cooperates with the Disclosing Party in any such effort. 6. As between the parties, all Confidential Information is and shall remain the property of the Disclosing Party. Nothing in this Agreement is intended or shall be construed as a grant of a license or other right to a Receiving Party other than as expressly set forth herein. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED. Neither party shall be under any obligation to enter into a business relationship, or to purchase the products or services of the other, under this Agreement. 7. Each Receiving Party acknowledges that the Disclosing Party has taken significant steps to protect the secrecy of all Confidential Information, and that said Confidential Information is of critical importance to the Disclosing Party. An actual or threatened breach of this Agreement would cause irreparable harm for which monetary damages are an inadequate remedy. Receiving Party, therefore, agrees that the Disclosing Party will have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief for any violation of this Agreement. In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees. 8. This Agreement shall apply to any Confidential Information disclosed to a Receiving Party after the Effective Date and to Confidential Information disclosed earlier to the extent the parties began discussions concerning the Purpose before the Effective Date. This Agreement will remain in effect until the earlier of the first anniversary of the Effective Date, or the date a party receives written notice of termination from the other, provided, however, that the obligations of the parties outlined in Section 2 shall survive and continue in full force and effect until the earlier of two (2) years from the date of disclosure or until terminated under Section 3. 9. Upon a Disclosing Party's written request, the Receiving Party shall promptly cease any use of the Confidential Information and return or certify in writing to the Disclosing Party the destruction of all Confidential Information of the Disclosing Party in its possession or under its control, including all copies, notes, summaries, analyses, compilations and excerpts containing such Confidential Information. 10. Each party agrees to comply with all applicable export laws, regulations and decrees of Switzerland, any foreign government, or any agency of either. Each party shall process any personal data contained in the Confidential Information in accordance with the Swiss Federal Act on Data Protection (revised nFADP/nLPD). Neumarz is a Kainjoo SA ventures. Rue du Sablon 2 1110 Morges info@neumarz.com

neumarz.com 11. This Agreement shall be governed by, and interpreted in accordance with, Swiss law without giving effect to choice of law principles that would require the application of the laws of a different Canton. Any action or proceeding arising out of or relating to this Agreement may be brought before the ordinary courts of Lausanne, Canton of Vaud, Switzerland. The parties irrevocably consent to personal jurisdiction and venue in and agree to the service of process issued or authorised by any such court. 12. This Agreement is the complete and exclusive understanding of the parties regarding Confidential Information. It supersedes all prior and contemporaneous communications, whether oral or written, concerning the subject matter hereof. This Agreement may not be waived or modified without the written consent of both parties. This Agreement may be executed in counterparts, each of which shall be deemed an original and delivered by imaged copy or facsimile transmission. 13. Reserved Targets; Non-Circumvention. The Receiving Party acknowledges that the identity of the prospects, investors, counterparties and other targets introduced, reserved or presented by the Disclosing Party in connection with the Purpose (including, without limitation, any target list relating to the Purpose) constitutes Confidential Information of the Disclosing Party. The Receiving Party shall not, during the term of this Agreement and for two (2) years thereafter, directly or indirectly contact, solicit, approach, negotiate or transact with, or otherwise use or disclose the identity of, any such reserved target for any purpose other than the Purpose, nor circumvent the Disclosing Party in respect of any such target, without the Disclosing Party's prior written consent. This obligation is in addition to, and does not limit, the obligations set out in Section 2. IN WITNESS WHEREOF, the Parties have executed this Agreement under seal as of the Effective Date. Party: ____________________________ By: _______________________________ (Signature) Print Name: ________________________ Title: _____________________________ Effective Date: _______________ Party: ____________________________ By: _______________________________ (Signature) Print Name: ________________________ Title: _____________________________ Neumarz is a Kainjoo SA ventures. Rue du Sablon 2 1110 Morges info@neumarz.com