This mutual non-disclosure agreement (“Agreement”) is made on and effec�ve from this _______ day of _________________________ 2018 by and between the following two en��es, referred to collec�vely herein as the (“Par�es”):

Company: Skeg Product Development CCCompany Registra�on Number: 2004/047623/23Company VAT Registra�on Number: 4160219236Principal place of business: 7 Marconi Road Montague Gardens 7441 South AfricaTelephone Number: +27 (0)21 551 1441Fax Number: +27 (0)21 552 9618

Company / Legal En�ty (“Second Party”) Contact Person Company Registra�on Number Company VAT Registra�on Number Principal place of business

Telephone NumberFax Number

PURPOSE

Each Party proposes to disclose (“Confiden�al Informa�on”) in connec�on with the ________________________________________________________________________________________________________________________________________________________________ (“Project”)

for the purpose of ________________________________________________________________________________________________________

____________________________________________________________________________________________________________ (“Purpose”).

Unauthorised further disclosure or use of the Confiden�al Informa�on could be commercially damaging. The Par�es have agreed to regulate use of the Confiden�al

Informa�on on the terms of this document, together with any a�achment that further describes the Informa�on or the Purpose (“Agreement”). To facilitate the

Par�es’ considera�on and evalua�on of the Project, each Party is willing to disclose to the other Partycertain non-public, confiden�al or proprietary informa�on

(the Confiden�al Informa�on as defined in Sec�on 1 below), and the second Party is willing to receive such informa�on and material, all in accordance with the terms

and condi�ons of this Agreement. A Party which discloses informa�on to the other Party in terms of this Agreement, shall be referred to as (the“Disclosing Party”) and

the Party receiving informa�on under this Agreement shall be referred to as (the “Receiving Party”). The Par�es hereby agrees to and are intending to be legally bound

hereby, as follows:

TERMS AND CONDITIONS OF USE OF CONFIDENTIAL INFORMATION:

1. Defini�on of Confiden�al Informa�on

1.1. Confiden�al Informa�on:

As used in this Agreement, (“Confiden�al Informa�on”) shall include, but is not limited to:

(a) all documents, manuals, records, files, memoranda, reports, contracts, photographic material, electronic informa�on, observa�ons, finances, commercial plans and

other sources of informa�on, technical data or know-how of whatever kind regarding the Disclosing Party or its business to that which relates to research, methods,

processes, techniques, knowledge, work in progress, developments, inven�ons, designs, drawings, formulae, test data, algorithms, trade secrets, programming

techniques and source and object codes, schema�c, so�ware, specifica�ons, diagrams, blueprints, component selec�ons, applica�ons and combina�ons, equipment

modifica�ons, design features, engineering,manufacturing, products, services, markets, customers, suppliers, procedure, pricing lists and policies and other

orporate, business, marke�ng and technical informa�on, methods and plans;

(b) any informa�on marked as confiden�al or proprietary, or given orally (but must be reduced to wri�en), or otherwise represented by the Disclosing Party as

confiden�al either before or within a reasonable �me a�er its disclosure (the Disclosing Party shall clearly iden�fy Confiden�al Informa�on) and any informa�on which

is or should be reasonably understood to be confiden�al or proprietary;(c) analyses, compila�ons, studies and other documents prepared by the Receiving Party or its

officers, directors, agents, employees or representa�ves (including without limita�on a�orneys, accountants and financial advisors) which contain or otherwise reflect

the Disclosing Party’s Informa�on or the Receiving Party’s review thereof or interest therein; and

Mutual Non-Disclosure Agreement

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Mutual Non-Disclosure Agreement

(d) the existence of this Agreement or the Transac�on or the fact that discussions or nego�a�ons are taking place in connec�on therewith and any proposed terms, condi�ons or other informa�on rela�ng to the Transac�on. The Disclosing Party will not have any obliga�on to specifically iden�fy any informa�on as to which the protec�on of this Agreement extends by any no�ce or other ac�on.

1.2. Exclusions:

Confiden�al Informa�on does not include informa�on, technical data or know-how which:

a) is in the possession of the Receiving Party without an obliga�on of confiden�ality at the �me of disclosure;

b) prior to or a�er the �me of disclosure becomes part of the public knowledge or literature, not as a result of any inac�on or ac�on of the Receiving Party; c) is approved by the Disclosing Party, in wri�ng, for release; or

d) is developed by the Receiving Party without any use of, reference to or access to the Confiden�al Informa�on of the Disclosing Party. The Party claiming any of the foregoing excep�ons shall have the burden of proving the applicability of such excep�on.

2. Non-disclosure of Confiden�al Informa�on

Skeg Product Development and Second Party each agree not to use the Confiden�al Informa�on disclosed to it by the other Party for its own use or for any purpose except as set forth in Item 6 below. The Receiving Party shall not disclose the Confiden�al Informa�on in any way whatsoever, except as specifically permi�ed in terms of this Agreement. The Receiving Party shall only disclose the Confiden�al Informa�on of the Disclosing Party to employees of the Receiving Party who are required to have the informa�on in order to carry out the purposes of this Agreement as set forth in Item 6 below. Neither Party will disclose the Confiden�al Informa�on of the other Party, other than to a consultant, financial or legal advisor who is under a wri�en obliga�on to protect the confiden�ality of such Confiden�al Informa�on. The Receiving Party agrees to use the same degree of care as it uses to protect its own Confiden�al Informa�on (but, in no event, less than reasonable care) when protec�ng Confiden�al Informa�on received from the Disclosing Party hereunder. The Receiving Party agrees to no�fy the Disclosing Party in wri�ng of any misuse or misappropria�on of Confiden�al Informa�on received hereunder which comes to the Receiving Party’s a�en�on.

3. Publicity

Neither Party shall, without the prior wri�en consent of the other Party, make any announcement, public nor otherwise, regarding this Agreement or the fact that discussions or nego�a�ons are taking place between the Par�es.

4. Legally Compelled Disclosure

In the event that the Receiving Party is required to disclose the Disclosing Party’s Confiden�al Informa�on pursuant to a valid order by a court or other governmental body or as otherwise required by law, prior to any such compelled disclosure, the Receiving Party will

a) no�fy the Disclosing Party of the legal process, and allow the Disclosing Party to assert the privileged and confiden�al nature of the Confiden�al Informa�on against the party seeking disclosure and

b) co-operate fully with the Disclosing Party in acquiring protec�on against any such disclosure and/or obtaining a protec�ve order narrowing the scope of such disclosure and/or use of the Confiden�al Informa�on. For the avoidance of doubt, the Disclosing Party shall bear all costs incurred while trying to protect its Confiden�al Informa�on. In the event that such protec�on against disclosure is not obtained, the Receiving Party will be en�tled to disclose the Confiden�al Informa�on, but only as and to the extent necessary to legally comply with such compelled disclosure.

5. Independent Development and Residuals

The terms of confiden�ality under this Agreement shall not be construed to limit either Party’s right to develop independently or acquire products without use of the Disclosing Party’s Confiden�al Informa�on. The Disclosing Party acknowledges that the Receiving Party may currently or in the future be developing informa�on internally or receiving informa�on from third par�es that is similar to the Confiden�al Informa�on. Accordingly, nothing in this Agreement will prohibit the Receiving Party from developing or having developed for it products, concepts, systems or techniques contemplated by or embodied in the Confiden�al Informa�on, provided that Receiving Party does not violate any of its obliga�ons under this Agreement in connec�on with such development. Further, subject to this Agreement, the Residuals shall not be subject to the confiden�ality obliga�ons contained in this Agreement. (“Residuals”) means generic informa�on, excluding Confiden�al Informa�on, in non-tangible form, which may be retained by persons without deliberate memorisa�on who have had access to the Confiden�al Informa�on, including ideas, concepts, know-how or techniques contained therein.

6. Use of Confiden�al Informa�on

The Receiving Party shall use the Confiden�al Informa�on only for the limited purposes of internally evalua�ng such Confiden�al Informa�on and determining whether the Par�es will pursue further nego�a�ons with each other and/or for the purposes of actually pursuing a rela�onship with each other.

7. Return of Materials

The Receiving Party shall return or destroy any Confiden�al Informa�on furnished to it hereunder and all copies and extracts thereof promptly upon the earlier of the termina�on of this Agreement or the Disclosing Party’s wri�en request.

8. Term and Termina�on

The term of this Agreement shall be an ini�al period of 3 (three) years following the Effec�ve Date, therea�er con�nuing indefinitely un�l cancelled by wri�en no�ce by either Party. Notwithstanding the above, the obliga�ons set forth herein regarding confiden�ality and use of Confiden�al Informa�on shall survive any expira�on or termina�on of this Agreement. Notwithstanding anything contained herein, either party may cancel this Agreement upon 60 (sixty) days wri�en no�ce to the other Party.

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Mutual Non-Disclosure Agreement

9. No Addi�onal License

Nothing in this Agreement is intended to grant any rights or license under any patent, patent applica�on, copyright, trademark, mask work, trade secret or other proprietary right now or herea�er owned or controlled by either Party, nor shall this Agreement grant either Party any rights in or to the other Party’s Confiden�al Informa�on, except the limited right to review such Confiden�al Informa�on solely for the purpose set forth in Item 6 above.

This Agreement is not intended nor should it be construed as cons�tu�ng an offer by, or crea�ng any obliga�on on either Party to enter into a separate agreement rela�ng to the Confiden�al Informa�on.

10. Warranty

Confiden�al informa�on is provided as-is and all representa�ons and warran�es, express or implied, including fitness for a par�cular purpose, merchantability and non-infringement, are hereby disclaimed.

11. Assignment

This Agreement shall be binding upon and for the benefit of the undersigned Par�es, their successors and assigns, provided that this Agreement may not be assigned without wri�en consent of the Disclosing Party, prior to such assignment.

12. Non Solicita�on

The Par�es undertake that they shall not ac�vely seek to employ each other’s personnel, including staff and consultants, for the dura�on of this Agreement and for a period of 3 (three) years a�er termina�on of this Agreement for whatever reason. Furthermore, neither Party shall employ staff or ex-staff of the other Party without prior consulta�on and approval of that Party. Such approval will only be granted by that Party if such approval is deemed to not beprejudicial to it.

13. Governing Law and Jurisdic�on

This Agreement shall be governed by and construed under the laws of South Africa, being the agreed jurisdic�on, this consent to jurisdic�on shall nothowever prevent either Party from applying for urgent relief through a court of competent jurisdic�on.

14. Remedies

Each Party agrees that a breach of this Agreement by the Receiving Party may result in irreparable harm to the Disclosing Party for which damages alone would be an inadequate remedy and, therefore, the Disclosing Party, in addi�on to any other remedies that may be available in law, equity or otherwise, shall be en�tled to relief, including injunc�ve relief, in the event of any breach or threatened breach of this Agreement. Neither Party shall be liable for indirect, consequen�al or puni�ve damages, which are expressly excluded.

15. Miscellaneous

If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be eliminated to the extent that it is illegal, invalid or unenforceable without invalida�ng the remainder of such provision or the remaining provisions of this Agreement. This Agreement supersedes all previous oral and wri�en agreements, if any, among the Par�es regarding the treatment of Confiden�al Informa�on disclosed to each other and expresses the en�re agreement between the Par�es with respect to the subject ma�er hereof. Save that Confiden�al Informa�on previously disclosed between the Par�es shall be covered by this Agreement, notwithstanding the Effec�ve Date. Any modifica�ons of or changes to this Agreement shall be in wri�ng and signed by both Par�es. Unless otherwise provided in this Agreement, all no�ces, required under this Agreement shall be in wri�ng and shall be effec�ve for all purposes upon receipt, including without limita�on, in the case of (a) personal delivery, (b) delivery by messenger, express or air courier or similar courier, (c) delivery by first class cer�fied or registered mail, postage prepaid or (d) transmi�al by facsimile, and shall be sent to the Managing Director, Member or similar Senior Execu�ve of the respec�ve Par�es at the addresses set forth on the first page hereof. Any Party may change its address by wri�en no�ce to the other Party in the manner set forth above. Receipt of communica�ons by first class cer�fied or registered mail will be sufficiently evidenced by return receipt, receipt of communica�ons transmi�ed by facsimile, shall be deemed to have been received upon transmission, provided that such no�ce is also sent by overnight express courier for delivery on the following day, and receipt of communica�ons by delivery by messenger, express or air courier or similar courier will be sufficiently evidenced by a courier receipt. Failure to enforce any provisions of this Agreement shall not cons�tute a waiver of any term hereof. This Agreement may be executed in mul�ple counterparts, all of which taken together shall cons�tute the Agreement. For purposes of this Agreement, a facsimile of a Party’s signature printed by a receiving facsimile machine shall be deemed an original signature. In witness whereof, the Par�es, who by their signature hereto warrant his/her authority, have executed this Confiden�ality Agreement as of the day and year first above wri�en.

Company: Skeg Product Development cc Company:

Signature: Signature:

Full Names: Full Names:

Designa�on: Designa�on:

ID Number: ID Number:

Tel No: 021 551 1441 Tel No:

E-mail Address: E-mail Address:

Mailing Address: Mailing Address:

7 Marconi Road

Montague Gardens, 7441

South Africa

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