NON - DISCLOSURE AGREEMENT

THIS AGREEMENT is entered into on this 12th day of August 2023

BETWEEN:
RUXLEY INTEGRATED GLOBAL SERVICES LIMITED, a company
duly registered and
existing under the laws of the Federal Republic of Nigeria, with its
registered address at Plot
2B Gold Close,Rebisi Gardens Estate, GRA IV, Port Harcourt,
Rivers state. Nigeria (hereinafter referred to as “RUXLEY ”, which
term shall where the
context so permits, include its successors in title and assigns), of
the one part;
AND
KEGOZ OILFIELDSYSTEMS LIMITED duly registered in Nigeria
and having its business
address at 270 Ozumba Mbadiwe, Waterfront Plaza Victoria Island
Lagos, Nigeria
(hereinafter referred to as “KOSL”, which term shall where the
context so permits, include its
successors in title and assigns), of the other part.
RUXLEY and KOSL are hereafter referred to individually as “Party”
and collectively as
“the Parties”.
WHEREAS:
a. RUXLEY is a progressive, dynamic and highly competent
exploration and
production company, with strong focus and interest in working with
a host of partners
to develop or redevelop matured assets, producing assets, and/or
marginal fields, in
order to extract more resources and improve performance from
these assets
b. KOSL is a is an integrated oil & gas services company with
interests in exploration
& production, petroleum engineering, production monitoring,
facilities
engineering, provision of turnkey service, project financing, asset
development &
management and other related technical and engineering services.
c. RUXLEY and KOSL have entered into discussions in relation to
exploring
opportunities towards Gas Development and Commercialiaton for
OML 96, a
petroleum asset that RUXLEY has secured the rights to exploit and
produce
hydrocarbons from. In line with this, it is expected that RUXLEY and
KOSL will
divulge certain sensitive and other confidential information to one
another, on the
prospect of doing business together.
d. To facilitate the determination of the feasibility or business case
for the conclusion of
potential agreements for the identified opportunities, the Disclosing
Party has or intends to provide the Receiving Party with certain
information/documents of a
proprietary, secret and confidential nature pertaining to its
performance, sales,
financial, contractual and special marketing information, ideas,
technical data and
concepts originated by the Disclosing Party (further elaborately
defined in Clause 1.1
as the “Confidential Information”) and the parties are in the process
of concluding
discussions and negotiations for the potential agreement, which
discussions have required
or will require the disclosure to the Receiving Party of the Confidential
Information. Whether
or not the parties conclude the potential agreement will not affect the
validity of this
Confidentiality and Non-Disclosure Agreement.
THEREFORE, in consideration of the promises and mutual promises
set forth herein, the
Parties hereto agree as follows:
1.
Definitions
1.1 In this Agreement, except where the context otherwise requires,
the following words
and expressions shall have the following meanings:
“Affiliate”
means an individual, corporation, partnership or other
entity which directly or indirectly owns, is owned by or is
under common ownership of a Party and its respective
shareholders, officers, directors, employees, contractors
and agents.
“Disclosing Party”
means: (a) RUXLEY in relation to the
Confidential Information disclosed by RUXLEY to
KOSL; or KOSL in relation to the Confidential Information
disclosed by KOSL to RUXLEY hereunder;
“Receiving Party”
means: (a) RUXLEY in relation to the
Confidential Information received by RUXLEY from
KOSL; or KOSL in relation to the Confidential Information
received by LE- QUEST from RUXLEY hereunder;
“Confidential Information” means all information of the
Disclosing Party or its
subsidiaries or affiliates, including without limitation to
trade secrets, business and technical information and
data (whether or not disclosed verbally or in writing),
commercial, financial,
contractual and special marketing information, ideas,
technical data and concepts originated by the Disclosing
Party, business ideas, processes, machinery, designs,
drawings, technical specifications, data, information or
documents determined by the Disclosing Party to be of a
proprietary, secret or confidential nature pertaining to its
network or operations or any aspects thereof,
management, strategic plans and business objectives in
whatever form, disclosed to or accessed by the
Receiving Party during the course of its relationship with
the Disclosing Party. Confidential Information may also
include information of a third party that is in the
possession of one of the parties and is disclosed to the
other party under this Agreement.
1.2 Notwithstanding the foregoing, the Confidential Information shall
not include information
which:
(a) is now or hereafter becomes, through no fault or negligence of
the Receiving Party,
in the public domain;
(b) was lawfully obtained by the Receiving Party from a third party
who has breached
no obligation to the Disclosing Party or any other party with respect
thereto;
(c) was already known to the Receiving Party prior to disclosure of
the Confidential
Information as shown by its written records in existence at the time
of disclosure;
(d) was independently developed by the Receiving Party without
making use of any
Confidential Information nor other information that the Disclosing
Party disclosed in
confidence to any third party;
2.
Non-disclosure Obligations
2.1 In consideration of the Disclosing Party’s disclosure of
Confidential Information to the
Receiving Party, the Receiving Party agrees that it shall:
(a) not reveal the said Confidential Information to any third party
without the Disclosing
Party’s prior written consent except for those permitted under
Article 2.1 (d) herein;
(b) not use any Confidential Information except for the purpose of
evaluating the
possibility of entering into a business relationship with the
Disclosing Party or its
Affiliates or both.
(c) protect all Confidential Information, whether in storage or in use,
with the same
degree of care as the Receiving Party uses to protect its own
Confidential
Information against public disclosure, but in no case with less than
reasonable care;
and
(d) be entitled to disclose the Confidential Information only to such
officers and employees of the Receiving Party or its Affiliates who
need to know such
Confidential Information for the purposes of evaluation, who have
been informed of
the confidential nature of such Confidential Information and who,
the Receiving
Party shall procure, shall abide by confidentiality obligations which
are not less
stringent than the provisions of this Agreement.
2.2
If any Receiving Party is required to disclose the Confidential
Information pursuant
to the order of any court or governmental agency, the Receiving Party
shall first notify the
Disclosing Party of any such order and afford such Disclosing Party the
opportunity to seek a
protective order relating to any such disclosure and the Receiving Party
shall only furnish the
portion of the Confidential Information that it is required to disclose and
shall exercise all
reasonable efforts to obtain reliable assurances that confidential
treatment will be accorded
with respect to the Confidential Information disclosed.
3.
Ownership and Return of Confidential Information
3.1 All rights, title and interest in and to the Confidential Information
shall remain the
exclusive property of the Disclosing Party. The Parties acknowledge
and agree that
this Agreement shall not be construed as a transfer or sale by the
Disclosing Party of
any rights whatsoever, by license or otherwise, in or to any of its
Confidential
Information, and no licenses or rights under any patent, copyright,
trademark, or trade
secret shall be made, granted or implied by this Agreement. The
Receiving Party shall
not apply for any patents or register or claim any intellectual
property right for all or
part of the Confidential Information.
3.2 Upon the completion or termination of discussions between the
Parties, the Receiving
Party shall immediately return to the Disclosing Party all items of
the Confidential
Information (including all copies thereof) of the Disclosing Party and
destroy any notes
or personal memoranda, which include or are based upon such
Confidential
Information.
4.
Injunctive Relief
The Receiving Party agrees that the Disclosing Party shall be
entitled to immediate
equitable and injunctive relief for any breach of this undertaking and
to specific
performance of its rights hereunder, in addition to any other
remedies available to it at
law or in equity, including damages.
5.
Term
This Agreement remains effective for a period of two (2) years from
the date hereof.
The obligations of confidentiality under Article 2 shall survive for a
period of two (2)
years after any termination or expiration of this Agreement.
6.
General Provisions
6.1 This Agreement supersedes and replaces any and all prior
contracts or agreements,
written or oral between the Parties relating to the Confidential
Information covered by
this Agreement. No waiver of any provision of this Agreement or of
any right hereunder,
or any modification hereof, and no authorization of any act not in
conformity herewith
shall be deemed to amend or supersede this Agreement, in whole or in
part, unless such
waiver or authorization in writing specifically so provides.
6.2 Except upon mutual written agreement, or as may be required
by law or the rules of
any applicable stock exchange, neither Party shall in any way or in
any form disclose
the subject matter of this Agreement, the fact that discussions that
gave rise to this
Agreement are taking place or have taken place, or make any public
announcement
pertaining to any such actual or possible discussions or
negotiations.
6.3 Neither Party shall transfer or assign its rights or obligations
under this Agreement in
whole or in part without the prior written consent of the other Party,
except to an
Affiliate.
6.4 The Disclosing Party shall not have any liability or responsibility
for errors or omissions
in, or any decisions made by the Receiving Party in reliance on, any
Confidential
Information disclosed under this Agreement.
6.5 The provisions of this Agreement are binding upon and inure to
the benefit of the
Parties and their respective Affiliates, successors and assigns.
6.6 In the event any provision of this Agreement shall for any reason
be held to be invalid,
illegal or unenforced able in any respect, the remaining provisions of
this Agreement
shall remain in full force and effect to the maximum extent possible.
7.
Non-Circumvention
7.1 The Parties recognize that the information being disclosed
herein is to be considered
confidential and exclusively the property of the discloser. Parties
agree not to enter
into or disclose any information with any third party, nor enter into
any type of direct
negotiation(s) or transaction(s) with introduced contacts or any of
its employees,
officers, directors, or agents, without the specific written approval
from discloser.
8.
Governing Law and Jurisdiction
8.1 This Agreement shall be governed by and construed in
accordance with laws of the
Federal Republic of Nigeria.
8.2 Any dispute arising out of or relating to this Agreement,
including any question regarding
its existence, validity or termination, which cannot be amicably
resolved by the Parties
through further discussions and negotiation, shall be settled by a
Court of Competent
Jurisdiction.………………
IN WITNESSWHEREOF, the parties, by and through their duly authorized
representatives, have set
their hands to this Agreement.
FOR: RUXLEY INTEGRATED GLOBAL SERVICES LIMITED
Signature
Designation: Chief Executive Officer
Date: 12th August 2023
FOR: KEGOZ OILFIELDSYSTEMS LIMITED
Signature ………………………………
Designation: Chief Executive Officer
Date: