NON-DISCLOSURE AND

CONFIDENTALITY AGREEMENT

BETWEEN

………………………………………..

AND

…………………………………………………….

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CONFIDENTIAL
THIS NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT is dated the _____ day
of _______________, 2021.

BETWEEN

……………………………., a Limited Liability Company, Incorporated in Nigeria with RC,

………………with its head office address at ……………………… Lagos, (hereinafter referred to as
‘Disclosing Party’), which expression shall where the context so admits, include its successors
in title and assigns of the one part; .

AND

……………………………….., a close corporation incorporated in South Africa with company

registration …………………… with its head office address at 24 Ringwood Drive Pinelands 7704
Cape Town, South Africa (hereinafter referred to as ‘Receiving Party’), which expression shall
where the context so admits includes its successors in title and assigns of the other part

All Parties may jointly be referred to as the Parties, and individually as a Party in this
Agreement.

WHEREAS

i. Novo Health is a health insurance services company incorporated under the laws of the
Federal Republic of Nigeria with the function of providing health care solutions and
facilitating the provision of medical services for her clients.

ii. The Receiving Party is a south African Company who has signified interest through their
Founder to partner with the disclosing party.

iii. Parties understand and agree that in working together on several Business transactions,
Disclosing Party may disclose to the Receiving Party, either prior to or during the
several Business transactions, trade secrets or other information and data which could
be confidential, intellectual, or proprietary in nature. Consequently, Parties have agreed
to enter a Mutual Non-Disclosure and Confidentiality Agreement to protect the
proprietary interest of the Disclosing Party.

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CONFIDENTIAL
NOW, THE PARTIES HEREBY AGREES as follows:

1. In this Agreement, Confidential Information means all confidential or proprietary

information or data, of a technical, economic, financials, commercial, strategic,
business, legal, personal or of any other nature (however recorded or preserved)
relating to the Business Purpose, including but not limited to information regarding (a)
patents and patent applications (b) trade secrets, and (c) proprietary information,
ideas, samples, media, techniques, drawings, works of authorship, models, inventions,
know-how, processes, apparatuses, algorithms, software programs, software source
documents and formulae related to the current, future, and proposed products and
services of the Parties that is disclosed or made available whether before or after the
date of this Agreement in any form or medium, directly or indirectly, by both either
Party to the other.

2. Nothing in this Agreement shall be construed to obligate Receiving Party to negotiate or

enter any business arrangement with the Disclosing Party or any other person or entity
or to obligate Disclosing Party to disclose or otherwise make available any information
to the Receiving Party. Receiving Party shall be prevented from pursuing business
activities it is contemplating or currently entering into with the disclosing party as of the
date of execution of this Agreement (which are consistent with the obligations of
confidentiality set forth herein) with any other company in the same line of business
with the disclosing party and is hereby restricted from entering into any agreement or
negotiations with any other person or entity that does the same line of business with
the disclosing party. This Agreement imposes an obligation on receiving Party not to
purchase, sell, license, transfer or otherwise dispose of any technology, services, or
products of the disclosing party.

3. The obligations set out in Clause 1 shall not apply, or shall cease to apply to
Confidential Information which the Receiving Party can show to the Disclosing Party's
reasonable satisfaction:

3.1 That it is, or becomes generally available to the public other than as a
direct or indirect result of the information being disclosed by the
Receiving Party in breach of this Agreement; or

3.2 Was already lawfully known to the Receiving Party before it was
disclosed by the Disclosing Party; or

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CONFIDENTIAL
 3.3 Has been received by the Receiving Party from a third-Party source that
is not connected with the Disclosing Party and that such source was not
under any obligation of confidence in respect of that information.

4. Both parties shall keep each other informed about the projects/clients regarding which
they intend to use the Confidential Information received from each other. Both Parties
agrees not to use this information for any other purpose other than business purpose as
disclosed. Usage of Confidential information for any other purpose shall be construed a
as breach of this Agreement and either party can seek for an injunctive relief.

5. Both Parties shall not transfer or part with possession of the whole or any part of the
Confidential Information, neither shall the parties use, disclose or permit the disclosure
to any person or the confidential information for the benefit of any third party without
prior written consent. Both Parties may use such Confidential Information only to the
extent required to accomplish the Purpose of this Agreement.

6. Both parties will not copy any confidential Information of the other party, except as
authorized in writing by the other Party, and shall protect any such authorized copies in
accordance with this Agreement. Both shall immediately notify the other Party in the
event of any loss or unauthorized disclosure of the Confidential Information.

7. Both Parties may disclose the Confidential Information to any of its officers, employees,
representatives, or professional advisers that need to know the relevant Confidential
Information for the Business Purpose only, provided that the Party procures that each
such person to whom the Confidential Information is disclosed to complies with the
obligations set out in this Agreement as if they were the Receiving Party.

8. If requested by either Party at any time, the other Party shall immediately destroy or
return to the Disclosing Party all documents and other records of the Confidential
Information or any of it in any form that have been supplied to or generated by the
other Party. If the Confidential Information is stored in electronic form, the Party shall
permanently erase all such Confidential Information from its computer, electronic mail
and communications systems and devices used by it. The Party shall certify in writing to
the other Party that it has complied with any of the requests.

9. The Agreement shall continue in full force and effect for so long as the Parties continue
to exchange Confidential Information. This Agreement may be terminated by either
Party at any time upon giving a thirty days’ notice to the other party.

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CONFIDENTIAL
 Notwithstanding the termination of discussions between the Parties in relation with
respect to Confidential Information disclosed, the confidential obligations of the parties
shall continue to be in force for as long as the confidential information remains a trade
secret.

10. Both Parties acknowledges that disclosure or use of Confidential Information in violation
of the Agreement could cause irreparable harm to the other party for which monetary
damages may be difficult or immeasurable to ascertain neither would it be an adequate
remedy. Both Parties therefore agrees that the Disclosing Party will have the right, in
addition to its other rights and remedies, to seek injunctive relief for any violation of
this Agreement.

11. The Agreement is subject to the jurisdiction of the Federal Republic of Nigeria. Should
Party assert that a violation has occurred; the asserting Party shall be entitled to take
up an action to remedy the violation in the Federal Republic of Nigeria.

12. Non-Circumvention:
12.1 For the purposes of this agreement the following definition shall apply:
An “Affiliate” means any subsidiary company or business in which one Party has
an interest, its directors, ex-directors, partners or members and ex-partners or
ex-members, its board advisers and expert advisers (past or present), its
shareholders and prior shareholders or equity holders and prior equity holders;
and any past or present employee, consultant, board adviser, board observer,
customer, supplier or professional adviser, director or manager or has a material
interest.

12.2 In business dealings with each other, Both Parties will disclose details of business
opportunities identified by either Party including, but not limited to Parties
solutions, development and sensitive information, product development and
design, building strategies, customer details, actual and potential clients, markets
for the distribution and sale of same and Parties’ Affiliates (“Business Details”).
Receiving Party acknowledges, accepts, and agrees that the “Business details”
provided by both parties during this agreement are highly confidential and
valuable to either Party and will remain so for a period of 10 years commencing
from the date of their disclosure. “Business details” are confidential information
of both parties.

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CONFIDENTIAL
 12.3 Both Parties agrees to keep confidential the “Business details.” Parties also
agrees that neither a Party nor any of its Affiliates (nor any of its respective
employees, agents, officers or advisers) will contact, deal with, negotiate or
participate in any transactions with any of the persons whose details are
“Business details” or its affiliates (nor any of its respective employees, agents,
officers or advisers) whether directly or indirectly for a period of ten (10) years
from the date the “Marketing and Solutions details” are provided.

12.4 All intellectual property and related materials which includes but not limited to
trademarks, trade secrets, goodwill, party, copyrights or other materials created,
developed or produced by either parties during the period of this agreement shall
be the sole property of that party and therefore the other party shall not lay any
claim whatsoever over them nor make use of such information for any purpose
except as expressly authorized in writing.

12.5 If one Party circumvents the other Party, whether directly and/or indirectly
(including through the use of an Affiliate) then the aggrieved Party shall be
entitled to compensation equal to the maximum profit it could have reasonably
expected to have realized from such a transaction, if it had carried out the
transaction, plus any and all expenses, including any and all legal fees incurred in
connection with the recovery of such compensation. This will be payable on
demand.

12.6 Both Parties agrees to bind and hereby bind

(i) Its Affiliates,

(ii) any company or business in which both parties or their Affiliates hold an
interest (directly or indirectly).
(iii) any company or business which is a member of, or an Affiliate of a group
of companies or businesses were both parties, or its Affiliates hold an
interest (directly or indirectly) in a member company or business of that
group to the terms of this Agreement, so that they shall also give any
undertakings Parties gives in this Agreement to both Parties. Should either
Party fail to so bind them, then the other Party may, without limitation to
its other rights and remedies, act personally against the defaulting Party

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CONFIDENTIAL
 in respect of what would have been a breach of such undertakings, had
they been given.

13. In the event of a dispute, question, or difference of opinion between the parties hereto
concerning or arising out of or in connection with this Agreement which cannot be
settled amicably between the Parties, shall be submitted to the Lagos State Multi-Door
Court House for Arbitration. This is however not a waiver of the proprietary right of
seeking an injunction as stated in clause 4 above.

14. Any notice or other communication given to a Party under or in connection with this
Agreement shall be in writing and shall be delivered by hand or post at the address of
either Party above written.

15. This Agreement and any dispute or claim arising out of or in connection with the
business purpose shall be governed by and construed in accordance with the laws of
the Federal Republic of Nigeria.

16. This Agreement or any part thereof maybe amended or modified by mutual consent of
the Parties and in writing only.

17. This Agreement and any other document referred to in this Agreement, constitute the
entire Agreement between the entire parties and supersedes any prior written or oral
Agreement made between them.

18. Failure to exercise any right in this Agreement shall not operate as a waiver. The right
or remedies herein provided are cumulative and not exclusive of any right or remedies
provided by law.

IN WITNESS WHEREOF the duly authorised Parties hereto have executed this Agreement on
the day and the year first before written.

The Common Seal

of the within-named …………………………..,
was affixed hereunto in the presence of:

_____________________ _______________________

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CONFIDENTIAL
 Director Director/Secretary

The Common Seal

of the within-named …………………………………….., was affixed hereunto in the presence
of:

_____________________ _______________________

Director Director/Secretary

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CONFIDENTIAL