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This Non-Disclosure Agreement (this “Agreement”) is made as of this the (the “Effective Date”) between:-

a private limited liability company incorporated as No under the Companies Act 2015 and of Post Office Box Number , in the Republic of Kenya (“hereinafter referred to as “the Disclosing Party” and which expression shall where the context so admits include its successors and assigns”) of the one part;

AND

AFRI-RISE EQUITY LIMITED a private limited liability company incorporated as No. PVT-ZQUL2G6D under the Companies Act 2015 and of Post Office Box Number 47942-00100 Nairobi, in the Republic of Kenya (“hereinafter referred to as “the Receiving Party” and which expression shall where the context so admits include its successors and assigns”) of the other part.

(Each of which may be referred to as a “Party”, and collectively as the “Parties”)

WHEREAS:-

This Agreement is being executed in connection with discussions and other exchanges of information that representatives of the Parties have had or will have for the purpose of evaluating the possibility of entering into certain business and legal areas of collaboration.

The Parties understand that their relationship is one of mutual trust and confidence and that, through such discussions and other exchanges of information, each Party may gain access to Proprietary Information (as defined in Clause 1.4) of the other. Each of the Parties agrees that it and each of its officers, directors, employees and counsel will be legally bound by the terms of this Agreement, and shall maintain the confidentiality of all such Proprietary Information in accordance with this Agreement.

Now Therefore, in consideration of the mutual promises and covenants made herein and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, agree as follows:

MAINTENANCE OF CONFIDENTIALITY

1.1 With respect to the Disclosing Party’s Proprietary Information, the Receiving Party agrees that it shall secure and keep such Proprietary Information confidential and:

Shall protect and safeguard the Proprietary Information against any unauthorized use, disclosure, report, transfer or publication with at least the same degree of care as it uses for its own confidential or proprietary information, but in no event use less than reasonable care;
Restrict disclosure to those of its directors, officers, employees or attorneys who clearly have a need-to-know such Proprietary Information, and then only to the extent of such need-to-know, and only in furtherance of the specific purposes of this Agreement;
Use such Proprietary Information only for the purposes of evaluating the possibility of entering into a business transaction with the Disclosing Party, and not disclose such Proprietary Information other than as set forth above unless the Disclosing Party shall have expressly authorized in writing such disclosure; and
Not use any Proprietary Information to compete or obtain any competitive or other advantage with respect to the Disclosing Party.

Notwithstanding the foregoing, the Receiving Party shall be entitled to release Proprietary Information to permit it to prosecute or defend any claim under this Agreement or pursuant to an order of a court or government agency; provided, however, in the case of release pursuant to this Section, the Receiving Party shall limit the release to the greatest extent reasonably possible under the circumstances and shall have provided the Disclosing Party with sufficient advance notice to permit the Disclosing Party to seek a protective order or other order protecting its Proprietary Information from disclosure.

OWNERSHIP

All Proprietary Information, including that which is contained in files, letters, memoranda, reports, records, data, sketches, drawings, notebooks, program listings, or other written, photographic, or other tangible, intangible, or other materials, or which shall come into a Receiving Party’s custody or possession, is and at all times shall be the exclusive property of the Disclosing Party, to be used by the Receiving Party only for the purposes expressly contemplated by this Agreement.

3 REMEDY

Each Party acknowledges the insufficiency of money damages as a remedy for any breach of this Agreement by a Receiving Party, and that any such breach could cause the Disclosing Party irreparable harm. Accordingly, the Disclosing Party, as the case may be, in addition to any other remedies available at law, shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. If litigation arises relating to this Agreement, and a court of competent jurisdiction determines that a Party, or any of its respective employees, has breached this Agreement, such Party shall be liable and shall pay to the other Party the reasonable legal fees incurred by the prevailing Party in connection with such litigation, including any appeals therefrom.

4 TERM

The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year unless sooner terminated upon prior written notice of at least one (1) month by one Party to the other. The obligations of confidentiality hereunder with respect to all Proprietary Information shall survive the termination or expiration of this Agreement for a period of one (1) year.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Kenya.

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Signed by Afri-Rise Equity Limited
Signed On: October 27, 2023

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October 27, 2023 9:18 am EAT

Afri-Rise Equity Non-Disclosure Agreement 3 Dir Uploaded by Afri-Rise Equity Limited - info@afri-rise.com IP 41.90.4.61