EFTA01386994.pdf

Vy Capital NON-DISCLOSURE AGREEMENT Effective Date: October 3, 2017 Went 9) it is required to do so by law, provided that Recipient gives Participant Company: Vy Capkal fAanagement Company Limited Discloser sufficient notice to enable it to seek an order limiting or Participant Address: Emirates Financial Towers, precluding such disclosure, and/or in any event only disclose the exact South Tower, Level 9, Office 9011902 Confidential Information, or portion thereof, specifically requested; or DIFC, PO Box 506950, Dubai, UAE (ii) Discloser gives its prior written authorization to do so which is signed by an officer of the Discloser. Recipient agrees that except to the extent that the Discloser is expressly precluded by law from This Non•Discicsure Agreement ("Agreement) is entered by and prohibiting Recipient from doing so, Recipient shall not alter, modify, between the undersigned and Vy Capital ("VyC") identified above adapt, create derivative works, translate, deface, decomptle, (each a "Party' aid together the "Parties'). In order to protect certain disassemble, convert Into human readable form, or reverse engineer Confidential Information as described below, the parties agree as all, or any part; of any materials to which it is provided access by folows: Discloser. 5. Confidentiality Period: Recipient's duties with respect to 1. Disclosing Party: The Party disclosing the Confidential Information Confidential Information under this Agreement shall continue for two (the "Discloser) is VyC. (2) years from the expiration or termination of this Agreement for any 2.Descrlotion of Confidential Information: "Confidential reason (except for source code and trade secrets, which shall remain Information" Is any information in whatever form or medium (and subject to the terms of this Agreement so long as they constitute includes any copies of such information that receiving Party source code or trade secrets under applicable law). ('Recipient') is authorized to make hereunder) that is: (a) proprietary 6. Standard of Care: Recipient shall treat Confidential Information as or confidential to Discloser or its affiliated companies or to their strictly confidential, and shall use the same standard of care to prevent respective customers, suppliers a other business partners, including unauthorized use, reproduction, or disclosure as the Recipient uses to without limitation, information that Is embedded in or related to the protect its own confidential and proprietary information of a similar Discloser's product or the developMent, testing, or commercial nature, but in no event less than reasonable care. exploitation thereof, in whatever form or media; (b) iseither specifically 7. gxclusions: Information that Recipient can establish: (a) was identified as confidential prior to or at the time of its disclosure or would lawfully in Recipient's possession before receipt from Discloser; or (b) generally be considered confidential by the Recipient, exercising is or becomes a matter of public knowledge through no fault of reasonable judgment and (c) directly or indirectly disclosed or to which Recipient; or (c) was independently developed or discovered by the Recipient Is otherwise provided access by Discloser or on Recipient without the benefit of any Confidential Information of the Discloser's behalf. For the purposes of clarification, in relation to any Disclosing Party, shall not be considered Confidential Information discussions relating to patent rights, any prior art identified by under this Agreement Discloser as a result of Discloser expending time and/or money shall 8. Warranty: ThisAgreement shall not obligate either Party to disclose constitute Confidential Information and may be used, reproduced or any Confidential Information with the other Party. Discloser makes no olsclosed only as specifically provided herein. representation, warranty or guarantee whatsoever about the 3. Purpose: in this Agreement, "Purpose" means: (i) assessing the Confidential Information. desirability or viability of establishing or furthering a business 9. Ownership: The Recipient hereby acknowledges and agrees that contractual relationship between the Parties, and (IF) to the extent this it shall not acquire any rights in or to the Confidential Information under Agreement is incorporated by reference into any other agreement, this Agreement other than the rights waited in Paragraph 4. In achieving the objectives of that agreement. particular, Recipient shall not acquire any ownership right, interest, or 4. Use, Disclosure, and Reproduction. Except as specifically title in or to the Confidential Information or any Intellectual property provided herein, Recipient shall hold Confidential Information in strict rights therein or the right to obtain or apply for such rights under the confidence. Recipient shall use and reproduce the Confidential Agreement Nothing contained herein shall be construed as obligating Information only to the extantreasonably required to fulfill the Purpose. either Party to (i) disclose any Confidential Information to the other or It shall not be a breach of the obligations of the Recipient if the (il) enter into a business relationship with the other. Recipient provides access to Confidential Information to, and 10. fights and Remedies:. Recipient further acknowledges and authorizes the use and reproduction of the Confidential Information as agrees that due to the unique nature of the Disclosing Party's is reasonable required to fulfill the Purpose by the Recipient's Confidential Information, there can be no adequate remedy at law for employees ("Employees"), provided that Recipient is vicariously liable any breach of its obligations hereunder, that any such breach may for the failure of any Employee to whom Confidential Information is allow the Recipient or third parties to unfairly compete with the disclosed to comply with Recipient's obligations hereunder and further Disclosing Party resulting in irreparable harm to the Disclosing Party provided that the Employee: (i) has a need to know the Confidential and, therefore, that upon any such breach or any threat thereof, the Information to fulfill the Purpose and (i) is clearly informed by Disclosing Party shall be entitled to seek injunctive relief under this Recipient of the confidential nature of Confidential Information. Agreement, without the necessity of proving actual damages or Recipient may also disclose Confidential Information if and only to the posting bonds, in addition to any other relief as may be granted by a CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0088981 CONFIDENTIAL SDNY_GM 00235165 EFTA01386994