NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is dated 06 JANUARY 2023 (the “Agreement”).

Parties

1. Global Enterprise Mobility has its registered office at Floor 26, Handico Tower, Pham
Hung Street, Me Tri Ward, Nam Tu Liem District, Hanoi, Vietnam. (“GEM”)
2. [Company name], a limited liability company incorporated and having its registered
office at [….Address….]. (“…”)

Background
GEM and […] can be individually referred to as a “Party”, and collectively referred to as
“Parties”.
WHEREAS, each Party (as Disclosing Party) desires to disclose certain confidential information
(as defined below) to the other Party (as Recipient) to enable the Parties to decide whether they
would like to proceed to collaborate based on their mutual interests;
The Disclosing Party wishes to disclose to the Recipient, and wishes to ensure that the
Recipient maintains the confidentiality of the Disclosing Party's Confidential Information. In
consideration of the benefits to the parties of disclosing and receiving the Confidential
Information, the parties have agreed to comply with the following terms in connection with the
use and disclosure of Confidential Information.

Agreed terms
1. Interpretation
1.1. The following definitions and rules of interpretation apply in this agreement.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in Vietnam
are open for business.
Confidential Information: all confidential information (however recorded or preserved)
disclosed or made available, directly or indirectly, by the Disclosing Party or its employees,
officers, representatives or advisers to the Recipient and its Representatives including but not
limited to:
a) the fact that discussions and negotiations are taking place concerning the Purpose and
the status of those discussions and negotiations;
b) the existence and terms of this agreement;
c) any information or analysis derived from Confidential Information;
but not including any information that:
a) is or becomes generally available to the public other than as a result of its disclosure by
the Recipient or its Representatives in breach of this agreement (except that any
compilation of otherwise public information in a form not publicly known shall
nevertheless be treated as Confidential Information); or
b) was lawfully in the possession of the Recipient before the information was disclosed to it
by the Disclosing Party as evidenced by written records; or
c) the parties agree in writing is not confidential or may be disclosed.
Group: in relation to a company, that company, each and any subsidiary or holding company
from time to time of that company, and each and any subsidiary from time to time of a holding
company of that company; "holding company" and "subsidiary" should have the same meanings
as they are respectively defined in Sections 5 and 6 of the Companies Act (Cap 50).
Representative: employees, directors, agents, officers, advisers and other representatives of
the Recipient.
1.2. Clause, paragraph and schedule headings shall not affect the interpretation of this
agreement.

1.3. Unless the context otherwise requires, words in the singular shall include the plural and
in the plural shall include the singular.

1.4. A reference to writing or written includes fax and email.

1.5. Any words following the terms including, include, in particular, for example or any
similar expression shall be construed as illustrative and shall not limit the sense of the
words, description, definition, phrase or term preceding those terms.

1.6. Unless the context otherwise requires, a reference to one gender shall include a
reference to the other genders.

2. Obligations of confidentiality
2.1. The Recipient shall keep the Disclosing Party's Confidential Information confidential
and, except with the prior written consent of the Disclosing Party, shall:
a) not use or exploit the Confidential Information in any way except for the Purpose;
b) not disclose or make available the Confidential Information in whole or in part to any
third party, except as expressly permitted by this agreement;
c) not copy, reduce to writing or otherwise record the Confidential Information except as
strictly necessary for the Purpose (and any such copies, reductions to writing and
records shall be the property of the Disclosing Party);
d) not use, reproduce, transform, or store Confidential Information in an externally
accessible computer or electronic information retrieval system or transmit it in any form
or by any means whatsoever outside of its usual place of business;
e) keep separate the Confidential Information from all documents and other records of the
Recipient;
f) apply the same security measures and degree of care to the Confidential Information as
the Recipient applies to its own confidential information, which the Recipient warrants as
providing adequate protection from unauthorized disclosure, copying or use;
g) keep a written record of: any document or other Confidential Information received from
the other in tangible form; any copy made of the Confidential Information; and
h) ensure that any documents or other records containing Confidential Information shall be
kept at its premises and shall not remove or allow to be removed such document or
records from its premises.

2.2. The Recipient may disclose the Disclosing Party's Confidential Information to those of
its Representatives who need to know the Confidential Information for the Purpose,
provided that:
 a) it informs its Representatives of the confidential nature of the Confidential Information
before disclosure;
b) it procures that its Representatives shall, in relation to any Confidential Information
disclosed to them, comply with this agreement as if they were the Recipient and, if the
Disclosing Party so requests, procure that any relevant Representative enters into a
confidentiality agreement with the Disclosing Party on terms equivalent to those
contained in this agreement; and
c) it keeps a written record of these Representatives, and it shall at all times be liable for
the failure of any Representative to comply with the terms of this agreement.

2.3. The Recipient may disclose Confidential Information only to the extent required by law,
by any governmental or other regulatory authority or by a court or other authority of
competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives
the Disclosing Party as much notice of such disclosure as possible and, where notice of
disclosure is not prohibited and is given in accordance with this Clause 2.3, it takes into
account the reasonable requests of the Disclosing Party in relation to the content of
such disclosure.

2.4. The Recipient shall establish and maintain adequate security measures (including any
reasonable security measures proposed by the Disclosing Party from time to time) to
safeguard the Confidential Information from unauthorized access or use.

2.5. No party shall make, or permit any person to make, any public announcement
concerning this agreement, the Purpose or its prospective interest in the Purpose
without the prior written consent of the other party (such consent not to be unreasonably
withheld or delayed) except as required by law or any governmental or regulatory
authority (including, without limitation, any relevant securities exchange) or by any court
or other authority of competent jurisdiction. No party shall make use of the other party's
name or any information acquired through its dealings with the other party for publicity
or marketing purposes without the prior written consent of the other party.

3. Return of information
3.1. At the request of the Disclosing Party, the Recipient shall:
a) destroy or return to the Disclosing Party all documents and materials (and any copies)
containing, reflecting, incorporating, or based on the Disclosing Party's Confidential
Information;
b) erase all the Disclosing Party's Confidential Information from its computer systems or
which is stored in electronic form (to the extent possible); and
c) certify in writing to the Disclosing Party that it has complied with the requirements of this
clause, provided that the Recipient may retain documents and materials containing,
reflecting, incorporating, or based on the Disclosing Party's Confidential Information to
the extent required by law or any applicable governmental or regulatory authority and to
the extent reasonable to permit the Recipient to keep evidence that it has performed its
obligations under this agreement. The provisions of this agreement shall continue to
apply to any documents and materials retained by the Recipient.

3.2. If the Recipient develops or uses a product or a process which, in the reasonable
opinion of the Disclosing Party, might have involved the use of any of the Disclosing
 Party's Confidential Information, the Recipient shall, at the request of the Disclosing
Party, supply to the Disclosing Party information reasonably necessary to establish that
the Disclosing Party's Confidential Information has not been used or disclosed.

4. Reservation of rights and acknowledgement

4.1. The Disclosing Party reserves all rights in its Confidential Information. No rights in
respect of the Disclosing Party's Confidential Information are granted to the Recipient
and no obligations are imposed on the Disclosing Party other than those expressly
stated in this agreement. In particular, nothing in this agreement shall be construed or
implied as obliging the Disclosing Party to disclose any specific type of information
under this agreement, whether Confidential Information or not.

4.2. Except as expressly stated in this agreement, the Disclosing Party does not make any
express or implied warranty or representation concerning its Confidential Information, or
the accuracy or completeness of the Confidential Information.

4.3. The disclosure of Confidential Information by the Disclosing Party shall not form any
offer by, or representation or warranty on the part of, the Disclosing Party to enter into
any further agreement.

5. Warranty and indemnity

The Recipient shall indemnify and keep fully indemnified the Disclosing Party and its Group at
all times against all liabilities, costs (including legal costs on an indemnity basis), expenses,
damages and losses (including any direct, indirect or consequential losses, loss of profits, loss
of reputation and all interest, penalties and other costs and expenses suffered or incurred by the
Disclosing Party and/or its Group) arising from any breach of this agreement by the Recipient
and from the actions or omissions of any Representative.
6. Term and termination
6.1. If either party decides not to become, or continue to be involved in the Purpose with the
other party it shall notify the other party in writing immediately. The obligations of each
party shall, notwithstanding any earlier termination of negotiations or discussions
between the parties in relation to the Purpose, survive termination of such negotiations
or discussions and/or this agreement and shall be binding upon their respective
successors and assigns.

6.2. Termination of this agreement shall not affect any accrued rights or remedies to which
either party is entitled.
7. Entire Agreement
7.1. This agreement constitutes the entire agreement between the parties and supersedes
and extinguishes all previous agreements, promises, assurances, warranties,
representations and understandings between them, whether written or oral, relating to
its subject matter.

7.2. Each party agrees that it shall have no remedy in respect of any statement,
representation, assurance or warranty (whether made innocently or negligently) that is
not set out in this agreement. Each party agrees that it shall have no claim for innocent
or negligent misrepresentation based on any statement in this agreement.
8. Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties
(or their authorized representatives).
9. Waiver
9.1. A waiver of any right or remedy under this agreement or by law is only effective if given
in writing and shall not be deemed a waiver of any subsequent breach or default.

9.2. A failure or delay by a party to exercise any right or remedy provided under this
agreement or by law shall not constitute a waiver of that or any other right or remedy,
nor shall it prevent or restrict any further exercise of that or any other right or remedy.
No single or partial exercise of any right or remedy provided under this agreement or by
law shall prevent or restrict the further exercise of that or any other right or remedy.

9.3. A party that waives a right or remedy provided under this agreement or by law in
relation to one party, or takes or fails to take any action against that party, does not
affect its rights in relation to any other party.

10. Assignment and other dealings

This agreement is personal to the parties and neither party shall without the prior written
consent of the other party assign, transfer, mortgage, charge, subcontract, declare a trust over
or deal in any other manner with any of its rights and obligations under this agreement.
11. Notices
11.1. All notices required or permitted by this agreement shall be in writing and in the English
language and shall be sent to the recipient at its address set out above, or as otherwise
directed by the recipient by notice given in accordance with this clause.

11.2. Notices shall be delivered by hand or sent by registered post, courier or by facsimile. If
delivered by hand or sent by courier, notice will be deemed given on the date of receipt,
if sent by facsimile, on the date of transmission, and if sent by registered post, five (5)
days after being posted.

12. No partnership or agency

12.1. Nothing in this agreement is intended to, or shall be deemed to establish any
partnership or joint venture between any of the parties, constitute any party the agent of
another party, or authorize any party to make or enter into any commitments for or on
behalf of any other party.

12.2. Each party confirms it is acting on its own behalf and not for the benefit of any other
person.

13. Third Party Rights

13.1. Except as provided in this Clause 13, this agreement is made for the benefit of the
parties to it and their successors and permitted assigns and is not intended to benefit,
or be enforceable by, anyone else.

13.2. This agreement is made for the benefit of the Disclosing Party and its Group from time
to time, and any entity in the Disclosing Party's Group may enforce this agreement as if
they were the Disclosing Party and a party to this agreement.
14. Inadequacy of damages
The Recipient acknowledges that damages alone would not be an adequate remedy for the
breach of any of the provisions of this agreement. Accordingly, without prejudice to any other
rights and remedies it may have, the Disclosing Party shall be entitled to the remedies of
injunction, specific performance or other equitable relief for any threatened or actual breach of
the terms of this agreement.
15. Counterparts
This agreement may be executed in any number of counterparts, each of which when executed
shall constitute a duplicate original, but all the counterparts shall together constitute one
agreement.
16. Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by and
construed in accordance with the laws of Vietnam.
This agreement has been entered into on the date stated at the beginning of it.

Executed by […] International Company Executed by GEM by the undersigned:

Limited acting by the undersigned:

Business Representative Ngo Khanh Hoang

Chairmain CEO