THE REPUBLIC OF UGANDA

MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

AND

AniScholar Career Hub

______________________________________

This Agreement is made and entered into on………………………………………….(the “Effective

Between: a private company limited by shares

And: ………………………………………., a private company limited by shares

RECITALS

The Parties are exploring the possibility of engaging in a mutually beneficial business relationship
(the “Business Relationship”). The Parties recognize that, in the course of their discussions to further
the Business Relationship, it will be necessary for each Party to disclose to the other certain
Confidential Information (as defined below). Each Party desires to set forth the terms that apply to
such Confidential Information.

NOW, THEREFORE, for and in consideration of the foregoing, of the promises and covenants set forth
herein, and for other good and valuable consideration, the receipt of which are hereby
acknowledged, the Parties do hereby agree as follows:

1. Confidential Information

For purposes of this Agreement, “Confidential Information” means any data or information that is
proprietary to the Disclosing Party and not generally known to the public, whether in tangible or
intangible form, in whatever medium provided, whether unmodified or modified by the Receiving
Party or its Representatives, whenever and however disclosed, including, but not limited to:

i) (1) business plans, methods, and practices; (2) personnel, customers, and suppliers; (3)
inventions, processes, methods, products, patent applications, and other proprietary
rights; or (4) specifications, drawings, sketches, models, samples, tools, computer
programs, technical information, or other related information;

ii) any marketing strategies, plans, financial information or projections, business plans and
performance results relating to the past, present or future business activities of such
party, its affiliates and subsidiaries;

iii) any concepts, reports, data, know-how, works-in-progress, designs, development tools,
specifications, computer software, source code, object code, flow charts, databases,
information and trade secrets;

iv) any other information that should reasonably be recognized as confidential information
of the Disclosing Party; and

Page 1 of 5
 v) any information generated by the Receiving Party or by its Representatives that contains,
reflects, or is derived from any of the foregoing.

2. Duty of Confidence

2.1 Either Party may disclose Confidential Information to the other Party in confidence provided that
the disclosing Party identifies such information as proprietary and confidential either by marking
it, in the case of written materials, or, in the case of information that is disclosed orally or written
materials that are not marked, by notifying the other Party of the proprietary and confidential
nature of the information, such notification to be done orally, by e-mail or written
correspondence, or via other means of communication as might be appropriate. In all other
instances, if either party discloses information and the other party ought to have known that it
was confidential then the other party shall be duty bound to keep the information in confidence.

2.2 The Receiving Party acknowledges that the Confidential Information is proprietary to the
Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party
and that the Disclosing Party regards all of its Confidential Information as trade secrets.

2.3 When informed of the proprietary and confidential nature of Confidential Information that has
been disclosed by the other Party, the receiving Party (the “Recipient”) shall, for a period of
three (3) years from the date of disclosure, refrain from disclosing such Confidential Information
to any contractor or other third party without prior, written approval from the disclosing Party
and shall protect such Confidential Information from inadvertent disclosure to a third party using
the same care and diligence that the Recipient uses to protect its own proprietary and
confidential information, but in no case less than reasonable care.

2.4 The Recipient shall ensure that each of its employees, officers, directors, or agents who has
access to Confidential Information disclosed under this Agreement is informed of its proprietary
and confidential nature and is required to abide by the terms of this Agreement. The Recipient of
Confidential Information disclosed under this Agreement shall promptly notify the disclosing
Party of any disclosure of such Confidential Information in violation of this Agreement or of any
subpoena or other legal process requiring production or disclosure of said Confidential
Information.

3. Ownership of Confidential Information

All Confidential Information disclosed under this Agreement shall be and remain the property of the
disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring
any rights to such Confidential Information on the other Party. The Recipient shall honor any request
from the disclosing Party to promptly return or destroy all copies of Confidential Information
disclosed under this Agreement and notes related to such Confidential Information. The Parties
agree that the disclosing Party shall suffer irreparable injury if its Confidential Information is made
public, released to a third party, or otherwise disclosed in breach of this Agreement and that the
disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or
continuation of any such breach and, in the event of such breach, an award of actual and exemplary
damages from any court of competent jurisdiction.

Page 2 of 5
4. Permission to Use Confidential Information

The terms of this Agreement shall not be construed to limit either Party’s right to develop
independently or acquire products without use of the other Party’s Confidential Information. The
disclosing party acknowledges that the Recipient may currently or in the future be developing
information internally, or receiving information from other parties, that is similar to the Confidential
Information. Nothing in this Agreement shall prohibit the Recipient from developing or having
developed for its products, concepts, systems or techniques that are similar to or compete with the
products, concepts, systems or techniques contemplated by or embodied in the Confidential
Information provided that the Recipient does not violate any of its obligations under this Agreement
in connection with such development.

5. Exceptions

Notwithstanding the above, the Parties agree that information shall not be deemed Confidential
Information, and the Recipient shall have no obligation to hold in confidence such information,
where such information:

5.1. Is already known to the Recipient, having been disclosed to the Recipient by a third party
without such third party having an obligation of confidentiality to the disclosing Party; or

5.2. Is or becomes publicly known through no wrongful act of the Recipient, its employees,
officers, directors, or agents; or

5.3. Is independently developed by the Recipient without reference to any Confidential

5.4. Is approved for release (and only to the extent so approved) by the disclosing Party; or

5.5. Is disclosed pursuant to the lawful requirement of a court or governmental agency or where
required by operation of law.

6. Miscellaneous

6.1 Nothing in this Agreement shall be construed to constitute an agency, partnership, joint
venture, or other similar relationship between the Parties.

6.2 Neither Party will, without prior approval of the other Party, make any public announcement
of or otherwise disclose the existence or the terms of this Agreement.

6.3 Any notice required or permitted to be given hereunder shall be (1) in writing, (2) effective
on the first business day following the date of receipt, and (3) delivered by one of the
following means: (i) by personal delivery to office address; (ii) by registered postal mail or
courier service; or (iii) by electronic mail.

6.4 All notices given under this Agreement shall be addressed to the addresses stated at the
outset of this Agreement, or to new or additional addresses as the Parties may be advised in
writing.

6.5 This Agreement contains the entire agreement between the Parties and in no way creates an
obligation for either Party to disclose information to the other Party or to enter into any
other agreement.

Page 3 of 5
6.6 This Agreement shall remain in effect for a period of two (2) years from the Effective Date
unless otherwise terminated by either Party giving notice to the other of its desire to
terminate this Agreement. The requirement to protect Confidential Information disclosed
under this Agreement shall survive termination of this Agreement.

6.7 Any provision of this Agreement held or determined by a court of competent jurisdiction to
be illegal, invalid, or unenforceable in any jurisdiction shall be deemed separate, distinct and
independent, and shall be ineffective to the extent of such holding or determination without
(1) invalidating the remaining provisions of this Agreement in that jurisdiction or (2) affecting
the legality, validity or enforceability of such provision in any other jurisdiction.

6.8 This Agreement is to be governed by and construed in accordance with the laws of Uganda.
Neither Party shall be deemed to waive any of its rights, powers, or remedies hereunder
unless such waiver is in writing and signed by said Party. This Agreement is binding upon and
inure to the benefit of the Parties and their successors and assignees.

6.9 This Agreement constitutes the entire agreement and understanding of the Parties with
respect to the subject matter hereof and is intended as the Parties’ final expression and
complete and exclusive statement of the terms thereof, superseding all prior or
contemporaneous agreements, representations, promises, and understandings, whether
written or oral. Neither Party is to be bound by any pre-printed terms appearing in the other
Party’s form documents, tariffs, purchase orders, quotations, acknowledgments, invoices, or
other instruments. This Agreement may only be amended or modified only by written
consent signed by both Parties.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorized officers on the day and year first above written.

For AniScholar Career Hub

Date:

Signature:

For (Name)

[Title];

Date:

Signature:

WITNESS TO THE ABOVE SIGNATURES

[Title]

Page 4 of 5
Name:

Date:

Signature:

Page 5 of 5