CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT

THIS CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT (hereinafter referred to as the

"Agreement"), is made and entered into 20-Rajab-1445 (H), corresponding to 01-Feb-
2024 (G), by and between:

1. Mohd Akbar Momd Sajid Khan, an individual holding an Indian Passport No.
Z7048262 issued in Riyadh, valid thru 18-Dec-2032 and under the laws and
regulations of the Kingdom of Saudi Arabia with Iqama No. 2346310168, having its
home address (as per passport) at Plot No. 29/C/24, Road No. 05, Shivaji
Nagar, Govandi Mumbai-400043. Maharashtra India (together with its legal
successors and permitted assigns, hereinafter referred to as "Akbar"); and

2. _______________________________, an individual holding an Passport No. __________

issued by ________________ valid thru _____-_____-20___ and under the laws and
regulations of the Kingdom of Saudi Arabia with Iqama/Saudi ID No. _______________,
having its permanent and home address at
_____________________________________________________________________________________
____________________________________ (together with its legal successors and
permitted assigns, hereinafter referred to as "First Party");

(Hereinafter collectively referred to as the "Parties", or either as a "Party")

RECITALS:
WHEREAS, the recipients of Confidential Information per this Agreement shall be The
Parties;

WHEREAS, the purpose of this Agreement is to enable the Parties to discuss business
opportunities,

WHEREAS, the Parties recognize that Confidential Information to be disclosed shall be

completely within the discretion of the disclosing party.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein

contained, the parties agree as follows:

1. Confidential Information: For purposes of this Agreement, the term “Confidential

Information” shall include:
 all written, oral and electronic disclosures of financial and technical
information made on or after the date hereof by the Parties or their
respective Representatives, relating to the Project, including but not limited
to, data, know-how, formulas, compositions, processes, documents, designs,
sketches, photographs, plans, graphs, drawings, specifications, equipment,
samples, reports, customer lists, pricing information, studies, findings,
inventions and ideas generated as a relevant part of such information; and
 the existence of this Agreement, its contents and the discussions between the
Parties.

The recipient of Confidential Information shall be under no obligation with respect

to any information which: (a) at the time of disclosure is available to the public;
or (b) after disclosure becomes available to the public through no fault of the
recipient, provided that the obligations of the recipient shall cease only after the
 date on which such information has become available to the public; or (c) the
recipient can demonstrate through tangible evidence was in its possession before
receipt from the disclosing party; or (d) is disclosed to the recipient without
restriction on disclosure by a third party who has the lawful right to disclose such
information. Confidential Information shall not be deemed to be within the
foregoing exceptions merely because it is (1) specific and embraced by more
general information in the public domain or recipient's possession or (2) a
combination which can be pieced together to reconstruct the Confidential
Information from multiple sources, none of which shows the whole combination,
its principle of operation and method of use.

The burden of showing that any of the Confidential Information is not subject to
the obligations of this Confidentiality Agreement shall rest with the Party seeking
to rely on such an exception.

2. Standard of Care: The recipient of Confidential Information shall exercise

reasonable care to prevent its disclosure to any third party, shall restrict its use to
the purpose of this Agreement set forth in the recitals above and shall limit
disclosure of Confidential Information within its own organization to individuals
whose duties justify the need to know such information, who have a clear
understanding of the obligations of this Agreement and who are legally obligated to
comply with the terms of this Agreement.

3. Disclosure to Third parties: No Party shall disclose the Confidential Information of

the other Party or acknowledge having obtained such Confidential Information to any
person, except to those of its directors, officers, employees, agents, consultants,
lawyers, accountants, advisors, partners or any representatives who require such
information to assist the receiving party in its evaluations (such persons collectively,
the “Representatives”). Each Party shall cause all Representatives to whom it gives
access to Confidential Information to act in accordance with this Agreement. In case
any Party to this Agreement wants to disclose any information to a third party(s)
other than its Representatives, accordingly, that Party will obtain written consent
from the disclosing Party before providing the Confidential Information.
Notwithstanding the foregoing, if either Party to this Agreement is required or
requested by (i) any applicable law or regulation of any regulatory body or by the
published rules or mandatory requirements of any stock exchange on which the
securities of the recipient are listed or (ii) legal process or an order or requirement of
a court of competent jurisdiction or government department or agency to disclose
any Confidential Information, the disclosing Party shall promptly notify the non-
disclosing Party. The disclosing Party may disclose only that portion of the
Confidential Information which is legally required. In this Agreement, each Party
shall be understood to include any company controlling, controlled by, or under
common control of such Party respectively, through equitable ownership, direct or
indirect.

4. Procedure to Protect: Each of the Parties will use the same degree of care in
protecting Confidential Information of the other Parties.

5. No License: This Agreement does not grant any right or license, express or implied,
to use Confidential Information except for the purpose of this Agreement, nor any
right or license, express or implied, under any patent, nor any right to purchase,
distribute or sell any product.
6. Term: This Agreement is effective as of the date hereof until the termination date,
being three (3) years from the date hereof. All obligations created by this Agreement
shall expire on the Termination Date. Upon termination of this Agreement and if the
Parties do not agree otherwise, each Party agrees to destroy all received
Confidential Information relating to the Project and, upon the request of another
Party, each Party shall provide to the other Parties a certificate confirming that the
Party has done so and that it has not made any copies of the same. The obligations
of this clause 6 shall not apply to the extent that a Party is required to retain such
Confidential Information by any applicable law, rule or regulation or by any
competent judicial, governmental, supervisory or regulatory body. Each Party may
retain one copy of all Confidential Information provided to it and one copy of any
analysis, memoranda, or other documents derived from such information for the sole
purpose of retaining a definitive record of the Confidential Information actually
provided and as long as such retained information remains confidential and as such
restricted by the terms of this Agreement notwithstanding the termination of this
Agreement.

7. Relations of Parties: This Agreement does not constitute the Parties as partners,
joint venture partners, agents of each other, and no Party may so represent itself.
Furthermore, the Parties agree that unless and until a definitive agreement with
respect to the Project has been executed and delivered between them, none of them
will be compelled to continue discussions relating to the Project or will be under any
legal obligation of any kind whatsoever with respect to the Project by virtue of this
Agreement or any oral expression with respect to the Project.

8. Waiver: No failure or delay by any Party in exercising any right under this
Agreement shall operate as a waiver, nor does any single exercise of a Party’s rights
preclude any other further exercise of any rights.

9. Entire Agreement: This Agreement expresses the entire understanding of the

Parties with respect to the subject matter contained herein and supersedes all prior
written or oral agreements with respect thereto.

10. Amendment: This Agreement may not be amended or modified except by an

instrument in writing executed by all Parties.

11. Severability: If any provision of this Agreement should be determined to be void or

unenforceable, the validity and effectiveness of the remaining provisions shall not be
affected.

12. Disclosure: The Parties each agree not to make any statement to a stock exchange,
give any press release or make any other public announcement concerning this
Agreement or any dealing or proposed dealing between the Parties in respect of any
interest contemplated hereby, without the prior written consent of the other Parties
(such consent not to be unreasonably withheld), unless required by applicable law
(in which case the procedure set out in clause 3 shall apply).

13. Governing Law: This Agreement shall be governed by and construed in accordance
with English law.
14. Arbitration: In the event of any dispute arising from or in connection with this
Agreement or the breach hereof, all disputes shall be finally settled by arbitration
under the rules then in force of the London Court of International Arbitration which
rules are deemed to be incorporated by reference into this clause. The number of
arbitrators shall be three, appointed in accordance with the said Rules. The place of
arbitration shall be London, United Kingdom and the language to be used in the
arbitral proceedings shall be English. The decision of the arbitral tribunal shall be
final and binding upon the Parties and judgment upon the decision may be entered
and enforced in any court of competent jurisdiction. Each Party shall bear its own
expenses of such arbitration, except as otherwise determined by the arbitral
decision. Notwithstanding the foregoing, any Party may seek injunctive relief in any
court of competent jurisdiction against improper use or disclosure of Confidential
Information.

15. Prohibition on Corrupt Practices: Except for customary promotional material and
occasional business entertainment limited in value in any instance to the reasonable
cost of a business meal, no Party (whether acting directly or indirectly or through
any employee, officer, director or representative) shall give, offer or accept, and
warrants that it has not given, offered or accepted, any money, personal services,
credit, gift or other thing of value, to or from:

a. any other Party or its affiliated or related companies;

b. any of their agents, independent contractors or subcontractors;
c. the employees of any of the foregoing; and
d. employees of the Government of Saudi Arabia;

in order to receive any favorable treatment or to influence the award of this or

any other agreement that has been, or may be awarded by the other Party, or
their terms, performance, administration, extension or termination.

Any violation of this provision shall constitute a substantial breach of the

Agreement which, without prejudice to any Party's right to enforce any other
remedy provided by law.

16. Communications: The Parties agree to coordinate the development and release of
any public announcement about the subject matter of this MOU. Neither Party will
make any such announcement without the prior written approval of the other Party.
Neither Party will disclose the nature of the discussions between the Parties without
prior written consent of the other Party.

17. Notices: All written notices or communication by either Party concerning this
Agreement shall be sent to the address indicated below by registered mail, delivered
by hand or sent by receipted courier services. Either Party may change such address
for notices by giving written notice of the change to the other Party.

IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT, by signing

below of duly-authorized persons.

Mohd Akbar Momd Sajid Khan

_______________________________
(Party)
Signature: ____________________ Signature: _______________________

Date: 01-Feb-2024 Date: _______-________-________

Place: Riyadh, Kingdom of Saudi Arabia Place:

________________________