MUTUAL NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is dated the 30th November 2024 between a limited Organisation incorporated in the
Republic of Zambia whose registered office is at plot Room L10 matero market commonwealth road
Lusaka and whose address is Post Office Box is at C/O ……………………………….Lusaka (hereinafter
called ACTORS AND ACTRESSES PALACE ZAMBIA SOLUTIONS LIMITED
which expression shall where the context so admits include its successors and assigns).of the one part;
and

Airtel Mobile Commerce Zambia Limited a limited liability company incorporated in the Republic of
Zambia address is Post Office Box Number 320001, Lusaka (hereinafter called “AIRTELMONEY” which
expression shall where the context so admits include its successors and assigns);
In consideration of the mutual covenants herein contained, the parties agree as follows:

1. PURPOSE. The parties wish to assure the confidentiality of certain trade secrets, information and
other materials which have been or may be disclosed by one party (the “Disclosing Party”) to the other (the
“Receiving Party”) in the course of exploring potential business relationship (the “Engagement):

2. CONFIDENTIAL INFORMATION. For purposes of this Agreement, "Confidential Information" shall

(i) Information related to the Disclosing Party’s, or its affiliates’, trade secrets, customers (including
identities, characteristics and activities), business plans, strategies, forecasts or forecast
assumptions, operations, methods of doing business, records, finances, assets, intellectual property,
technology (including computer software and hardware products, data bases, data processing and
communications networking systems), data or other information that reveal the research,
technology, practices, procedures, processes, methodologies, know how, or other systems or
controls by which the Disclosing Party’s existing or future products, services, applications and
methods of operations or doing business are developed, conducted or operated, and all information
or materials derived therefrom or based thereon;

(ii) Information designated as confidential in writing by the Disclosing Party, whether by letter or an
appropriate proprietary stamp or legend, prior to or at the time such information is disclosed by the
Disclosing Party to the Receiving Party;

(iii) Information disclosed orally or visually to the Receiving Party by the Disclosing Party, or in writing
without an appropriate letter, proprietary stamp or legend, if it would be apparent to a reasonable
person, familiar with the Disclosing Party’s business and the industry in which it operates, that such
information is of a confidential or proprietary nature; and

(iii) Information related to the existence or content of the parties’ current communications,
discussions, evaluations or negotiations in connection with the potential Engagement.

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3. LIMITATION ON OBLIGATIONS. The obligations of confidentiality assumed by the Receiving Party
pursuant to this Agreement shall not apply to the extent the Receiving Party can demonstrate, by clear and
convincing evidence, that such information: (i) is part of the public domain without any breach of this
Agreement by the Receiving Party; (ii) is or becomes generally known to companies engaged in the same or
similar businesses as the parties hereto on a non-confidential basis, through no wrongful act of the
Receiving Party; (iii) was known by the Receiving Party prior to disclosure hereunder without any obligation
to keep it confidential; (iv) was disclosed to it by a third party which, to the best of the Receiving Party’s
knowledge, is not required to maintain its confidentiality; (v) was independently developed by the Receiving
Party; or (vi) is the subject of a written agreement whereby the Disclosing Party consents to the disclosure of
such Confidential Information.

4. DUTY OF NON-DISCLOSURE AND SECURITY PRECAUTIONS.

(a) The Receiving Party shall not use Confidential Information of the Disclosing Party for any purpose
other than the limited purposes set forth in Section 1. The Receiving Party shall hold the Disclosing Party's
Confidential Information in confidence, and shall not disclose such Confidential Information to any persons
other than those directors, officers, employees, and agents of the Receiving Party and/or its affiliates
(“Representatives”) who have a business-related need to have access to such Confidential Information in
furtherance of the limited purposes of this Agreement and who have been apprised of, and agree to
maintain, the confidential nature of such information in accordance with the terms of this Agreement. Each
party shall be responsible for the breach of this Agreement by any of its Representatives.

(b) The Receiving Party shall institute and/or maintain such procedures as are reasonably required to
maintain the confidentiality of the Confidential Information, and shall apply at least the same level of care as
it employs to protect its own confidential information of like nature. If the Receiving Party becomes aware
of any actual or threatened breach of this Agreement (including any threatened or actual unauthorized use
or disclosure of any Confidential Information), or in the event of any loss of, or inability to account for,
Confidential Information previously received, the Receiving Party will notify the Disclosing Party and will
reasonably cooperate with the Disclosing Party's efforts to seek appropriate injunctive relief or otherwise to
prevent or curtail such threatened or actual breach, or to recover its Confidential Information.

(c) The Receiving Party shall ensure that all copyright or other proprietary notice or indication of
confidentiality contained on or included in any item of Confidential Information shall be reproduced by the
Receiving Party on any reproduction, modification or translation of such Confidential Information. If requested
by the Disclosing Party, the Receiving Party shall make a reasonable effort to add a proprietary notice or
indication of confidentiality to any tangible materials within its possession that contain Confidential
Information of the Disclosing Party, as the Disclosing Party shall direct.

5. LEGAL DISCLOSURE.

(a) If the Receiving Party or any of its Representatives shall be under a legal obligation in any
administrative or judicial circumstance to disclose any Confidential Information, the Receiving Party shall
give the Disclosing Party prompt notice thereof (unless it has a legal obligation to the contrary) so that the
Disclosing Party may seek a protective order or other appropriate remedy. In the event that such protective
order is not obtained, the Receiving Party and its Representatives shall furnish only that portion of the
information that is legally required and shall disclose the Confidential Information in a manner reasonably
designed to preserve its confidential nature.

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(b) Notwithstanding anything to the contrary contained herein, the Receiving Party may disclose the
Disclosing Party's Confidential Information at the request of any regulatory or supervisory authority having
jurisdiction over it, provided that such party requests confidential treatment of such information to the
extent permitted by law.

6. NO LICENSES. The parties acknowledge and agree that as between the Disclosing Party and the
Receiving Party, the Disclosing Party is and shall remain the owner of all proprietary and intellectual
property rights in and to the Confidential Information. No license or conveyance of any rights to the
Receiving Party under any patent, copyright, trade secret or trademark, nor any other proprietary or
intellectual property right, is granted or implied by any disclosure of the Disclosing Party's Confidential
Information hereunder; provided, however, that the Receiving Party may use the Confidential Information
received pursuant to this Agreement for the limited purposes set forth in Section 1.

7. NON- CIRCUMVENTION

Each Party agrees that the Confidential Information of each of them is exclusive, proprietary and
valuable to the Party making a disclosure of such Confidential Information, and accordingly the receiving
Party undertakes that it shall not, either directly or indirectly, whether alone or with others, negotiate or
participate in any transaction or series of transactions or related transactions of any nature which rely
and/or refer to any part of the Confidential Information and which has or may have the effect of
circumventing the Party who first provided the Confidential Information; and/or it shall not in any way
whatsoever circumvent or attempt to circumvent the other Party by directly or indirectly dealing in the
Confidential Information of the other Party in any present or future transactions.

8. DISCLAIMER OF WARRANTIES.

None of the Confidential Information that may be disclosed shall constitute any representation,
warranty, assurance, guarantee or inducement by either party to the other of any kind, including with
respect to the non-infringement of intellectual property or other rights of either party or of third parties.
The Disclosing Party disclaims any and all liability that may be based on the Confidential Information
(including any errors or omissions with respect thereto).
9. RECORDS AND RETURN OF CONFIDENTIAL INFORMATION.

(a) The Receiving Party agrees to ensure proper and secure storage of all Confidential Information and
any copies thereof to at least the same standard as the Receiving Party keeps its own Confidential
Information. The Receiving Party shall not make any copies or reproduce in any form any Confidential
Information except for the purpose of disclosure as permitted in accordance with this Agreement.

(b)Upon the written request of the Disclosing Party, the Receiving Party shall, within seven days of receipt of
a written demand from the Disclosing Party or of its ceasing to be interested in the Proposal unconditionally
return to the Disclosing Party, or suitably account for, all tangible materials and record-bearing media within
its possession or control comprising, containing, derived from, or based on the Disclosing Party’s
Confidential Information (including all copies thereof).

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10. EQUITABLE RELIEF. In the event of a threatened or actual breach of this Agreement involving an
unauthorized use or a disclosure of Confidential Information, the Disclosing Party will suffer irreparable
injury not compensable by money damages and for which the Disclosing Party will not have an adequate
remedy available at law. Accordingly, the parties specifically agree that the Disclosing Party shall be entitled
to obtain injunctive or other equitable relief to prevent or curtail any such breach, threatened or actual,
without posting security and without prejudice to such other rights as may be available under this
Agreement or under applicable law.

11. CONSTRUCTION.

(a) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to
be an original, and all of which together shall constitute one instrument.

(b) Governing Law. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the Republic of Zambia .The parties consent to the non-exclusive jurisdiction of
Zambian courts in connection with any dispute based or arising out of or in connection with this
Agreement.

(c) Severability. Each party acknowledges that the provisions of this Agreement are reasonable and
waives any defense to the strict enforcement thereof by the other party. If any provision of this
Agreement is invalid or unenforceable under applicable law, that provision shall be enforced to the
maximum extent possible and the remaining provisions shall remain in full force and effect.

(d) Complete Understanding; Modification; No Waiver; Survival. This Agreement contains the full and
complete understanding of the parties with respect to the subject matter hereof, and supersedes all prior
representations and understandings, whether oral or written. This Agreement may be modified only by a
written instrument that specifically purports to do so and that is signed by a duly authorized representative
of each party. No failure or delay by either party in exercising any right, power or privilege shall operate as a
waiver thereof, nor shall any single or partial waiver preclude any other exercise of such right, power or
privilege hereunder. The provisions of this Agreement that, by their nature and content, are intended to
survive the termination of this Agreement shall so survive and continue to bind the parties.

(e) Definitions. The word “including”, as used herein, means “including without limitation.”

(f) Subsequent Dealings. Each party’s obligations under this Agreement will apply to all Confidential
Information that is furnished or made accessible to the Receiving Party during the term of the Engagement (if
established), unless the subject matter of this Agreement is superseded by the provisions of the definitive
documentation that establishes the Engagement. Neither this Agreement nor the disclosure of Confidential
Information shall obligate either party (i) to establish the Engagement, (ii) to enter into any other
agreements or negotiations with the other party hereto, or (iii) to refrain from entering into agreements or
negotiations with any other party.

(g) Assignment. Neither party may assign all or any of its rights or interests hereunder without the
prior written consent of the other party, which consent shall not be unreasonably withheld.

(h) Announcements. Neither party will make or permit to be made any announcement or disclosure of
its prospective interest in the Proposal without the prior written consent of the other party. Neither party

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shall make use of the other party’s name or any information acquired through its dealings with the other
party for publicity or marketing purposes without the prior written consent of the other party.

12. DISPUTE RESOLUTION

(a) The parties shall endeavour in good faith to resolve any differences, disagreements, controversies and
disputes that may arise from and in connection with this agreement.

(b) Disputes, disagreements, differences and controversies arising from and in connection with this
agreement not resolved amicably through good faith discussions within 30 days of arising shall finally
be referred to arbitration for resolution by a single arbitrator agreed upon the parties. In default of the
parties agreeing the arbitrator, the arbitrator shall be appointed by the President of the Zambia
Association of Arbitrators.

IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this
Agreement as of the date first above written.

Insert company name

Signed By: Signed By: ___________________________

Name: Marvin Kaizy Kaenge Name:

Title: Director Title:

Date: 30th November 2024 Date:

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