Mutual Confidentiality and Non-Disclosure Agreement

MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

(“Agreement”) is made and entered into as the Effective Date below by
and between the PRUDENCE CONSULTING and the ELSAKHRA
INTERNATIONAL TRADE AND CONSTRUCTION SERVICES CO LTD –
KHARTOUM SUDAN , REPRESNTED BY MR. IBRAHIM ABDALLA
MOHAMED CEO.
WHEREAS, Potential Client and Company are willing to disclose to each
other certain Confidential Information (as defined herein) solely for the
purpose of evaluating potential association with the Company
(“Evaluation”); and
WHEREAS, as a condition to such disclosure, each party agrees to treat
all Confidential Information of the other, whether furnished before, on
or after the date of this Agreement, in accordance with the terms of
this Agreement;
NOW THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereby agree as follows:
1. Confidential Information.
a. “Confidential Information” of a party (in such capacity, “Discloser”)

shall mean any and all information that is not generally known to the
public and that relates to Discloser and/or its affiliates, clients, vendors
and licensors, which is or has been disclosed to the other party or its
agents (in such capacity, “Recipient”), including but not limited to (i)
trade secrets and other designs, techniques and processes; (ii)
information concerning clients and prospects; (iii) documentation and
training materials; (iv) financial information and projections; (v)
business strategies; (vi) products or services; (vii) fees, costs and
pricing structures; (viii) designs, techniques and processes; (ix)
analyses; (x) drawings, photographs and reports; (xi) computer
software, including operating systems, applications and program
listings; (xii) flow charts, manuals and documentation; (xiii) databases;
(xiv) inventions, devices, new developments, methods and processes,
whether patentable or not patentable and whether or not reduced to
practice; (xv) copyrightable works; and (xvi) all similar and related

information in whatever form (including without limitation written,
oral and visual disclosures) and whether or not marked as confidential.
b. The existence of the Evaluation, and all related communications,

shall also constitute “Confidential Information.”
c. Notwithstanding the above, “Confidential Information” shall not

include information that (i) is or becomes generally available to the
public through no breach of any obligation by Recipient; (ii) was
available to Recipient on a non-confidential basis prior to its disclosure
to Recipient by Discloser or its agents; (iii) becomes available to
Recipient on a non-confidential basis from a source other than
Discloser or its agents provided that such source is not known by
Recipient to be under any obligation of confidentiality with respect to
such information; or (iv) is independently developed by Recipient
without reference to the Confidential Information of Discloser.
2. Nondisclosure.
a. Recipient will not, without the prior written consent of Discloser: (i)
disclose any of Discloser’s Confidential Information or any information
derived therefrom to any third party or person, (ii) make any use
whatsoever at any time of such Confidential Information except for the
purposes of the Evaluation, or (iii) copy or reverse engineer any such
Confidential Information. Notwithstanding the foregoing, Recipient
may disclose the Confidential Information to Recipient’s employees
who are directly involved in the Evaluation and who have a specific
need to know such information. Recipient, however, also agrees to be
responsible for enforcing this Agreement as to its employees and to
take such action, legal or otherwise, as may be required to cause its
employees to comply with this Agreement (including all actions that
Recipient would take to protect its own confidential information).
Recipient shall treat all of Discloser’s
MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT Page 2 of 3

Confidential Information provided to it as strictly confidential and shall
abide by the obligations set forth herein in perpetuity. In the event
that Recipient receives a subpoena or other court or governmental
order to disclose any of Discloser’s Confidential Information, Recipient
will provide
Discloser with prompt notice thereof so that Discloser may seek an
appropriate protective order or other appropriate remedy (and, if
requested, Recipient will provide reasonable assistance to
Discloser in such regard), and/or waive Recipient’s compliance with the
provisions of this
Agreement. In the event that such protective order or other remedy is
not obtained, or Discloser waives compliance, in whole or in part, with
the terms of this Agreement, Recipient may furnish that portion (and
only that portion) of the Confidential Information which Recipient is
legally compelled to disclose.
3. Return of Confidential Materials. Within ten (10) days of a written
request referencing this Agreement issued by Discloser to Recipient,
Recipient will deliver to Discloser all tangible materials containing or
embodying Discloser’s Confidential Information including all
documents or media containing any such Confidential Information and
delete any such materials held in electronic form, provided that
automatically-generated computer backup or archival copies
generated in the ordinary course of Recipient’s business need not be
deleted so long as Recipient makes no further use of same. Each party
acknowledges that nothing herein (i) requires the disclosure of any
Confidential Information of the other or (ii) requires either party to
proceed with any relationship or transaction.
4. Remedies. A breach by Recipient of Sections 2 or 3 would cause

irreparable harm to Discloser. Accordingly, Recipient agrees that in
addition to all other remedies at law, in equity or under this
Agreement, Discloser shall be entitled to seek injunctive relief in any
court of competent jurisdiction with respect to any such actual or
contemplated breach.
5. Miscellaneous.

a. Notices. Any notice provided pursuant to this Agreement shall be in
writing and shall be mailed by certified mail, return receipt requested,
personally delivered, or delivered by a recognized courier service with
receipt acknowledged. Notices shall be addressed to the parties at the
addresses set forth on the signature page or as they may otherwise
specify by notice hereunder. Any notice shall be deemed given upon
the earlier of three (3) days after mailing or receipt.
b. Dispute Resolution. With respect to any litigation arising from or

relating to this Agreement, the parties irrevocably (i) submit to the
exclusive (except as provided in Section 4) personal jurisdiction of the
state and federal courts located in Brussels; (ii) waive any defense of
inconvenient forum; and (iii) waive the right to trial by jury. The
substantially prevailing party shall be entitled to its costs, expenses
and reasonable attorneys’ fees incurred in enforcing this Agreement.
c. Applicable Law. This Agreement shall be governed by and construed

in accordance with the laws of the Swiss financial regulatory laws as
applicable, without reference to its conflict of laws principles.
d. Severability. If necessary, to render a provision valid and

enforceable, a reviewing court may modify any provision of this
Agreement that it finds to be invalid or unenforceable to the minimum
degree required to render it valid and enforceable. The other
provisions of this Agreement shall not be affected.
e. Entire Agreement; Waiver; Modifications. This Agreement sets forth

the entire agreement of the parties with respect to the subject matter
hereof and supersedes any previous written or oral understandings. No
modifications may be made except in writing signed by both parties.
The failure of either party to
MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT.

enforce any of the provisions of this Agreement shall not constitute a
waiver of such provision, nor in any way affect the validity of this
Agreement or any part thereof, or the right of said party thereafter to
enforce same.
f. Binding Effect. The rights and obligations of this Agreement shall be

binding upon and inure to the benefit of the parties, their
shareholders, directors, officers, employees, successors and permitted
assigns.
g. Counterparts/Facsimiles. This Agreement may be executed in

counterparts and delivered via facsimile or email, each of which shall
be deemed an original, and both of which, taken together, shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have signed this Agreement as of

the Effective Date: November .., 2020.
Company Potential Client
Prudence Consulting, LLC. ………………………………………………………….……………….
.………………………………………………………… By: Nael Al Khleifat, its CEO

………
ELSAKHRA INTERNATIONAL TRADE AND CONSTRUCTION SERVICES CO

LTD –KHARTOUM SUDAN , REPRESNTED BY MR. IBRAHIM ABDALLA
MOHAMED CEO.
Email;[email protected]

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MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

THIS MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

a. “Confidential Information” of a party (in such capacity, “Discloser”)