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