MUTUAL NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT

This Mutual Non-Disclosure and Non-Solicitation Agreement (the “Agreement”)

is made and executed on this 17th day of September 2024, by and between:

CRESCOTEC L.L.C. FZ, a company incorporated under the laws of UAE, with
registration number 2202985, having its registered office at Business Center 1, M
Floor, The Meydan Hotel, Nad Al Sheba, Dubai, UAE, (herein referred to as the
"First Party" which expression shall, unless repugnant to the context in which it
is used, include its successors and administrators)

AND

METHX (MEDINA TECHNOLOGY ENTERPRISES CIA.LTDA), a company incorporated

under the laws of SUPERINTENDENCIA DE COMPAÑÍAS, ECUADOR, with
registration number 4464, having its registered office at Calle A E-20368, barrio
Sauces del Valle, Conocoto-Ecuador; (hereinafter referred to as the “Second
Party" which expression shall, unless repugnant to the context in which it is
used, include its successors and administrators)

[Each individually referred to as “Party” and collectively, the “Parties”]

WHEREAS, the Parties intend to engage in discussions and share information for
the purpose of business relationship and in this regard, each Party may disclose
certain confidential and proprietary information to the other Party.

NOW THEREFORE, the Parties hereby agree as follows:

1. DEFINITIONS:

I. Disclosing and Receiving Party:

a. It is hereby clarified that each Party may act as either the Disclosing Party or
the Receiving Party, depending on the context of the exchange of Confidential
Information. The roles of disclosing party and receiving party are determined
based on which Party is providing or receiving Confidential Information at any
given time.

b. The obligations and protections outlined in this Agreement apply to

Confidential Information disclosed by either Party in the capacity of the
disclosing party, and similarly, to Confidential Information received by either
Party in the capacity of the receiving party.

II. Confidential Information:

a. “Confidential Information” means any information disclosed by the disclosing

party either directly or indirectly, provided before or after the execution of this

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 document, in writing, orally or by inspection of tangible objects (including,
without limitation, documents) that are designated as "Confidential",
"Proprietary" or some similar designation, or is of such a nature or has been
disclosed in such a manner that it should be obvious to that such is
confidential.

b. Confidential Information shall include, and not be limited to, source code,
software designs, technical specifications, algorithms, system architectures,
technical data, proprietary technology, trade secrets, business strategies,
customer data, and any other information related to the operations and
business of the Parties. Further, Confidential Information shall also include,
without limitation, the disclosing party's trade secrets, know-how and
proprietary information as well as business plans, financial data and the status
and terms of any discussions between the Parties that is known to one other
during the course of the engagement between them.

c. Confidential Information shall not include, however, any information that:

i. was publicly known and made generally available in the public domain prior to
the time of disclosure by the disclosing Party; except in its application to this
particular venture.

ii. becomes publicly known and made generally available after disclosure by the
disclosing party to the other through no action or inaction of the other
(receiving) party; and can be proven by the receiving party.

iii. is already in the possession of the receiving party at the time of disclosure by
the disclosing party as shown by the files and records immediately prior to the
time of disclosure.

iv. is obtained by a third party without breach of such third party's obligations
without use of or reference to the disclosing party's possession; or

v. is required by law to be disclosed by the receiving party, provided that the

receiving party gives the disclosing party, a prompt written notice of such
requirement prior to such disclosure and assistance in obtaining an order
protecting the information from public disclosure.

2. OBLIGATIONS OF CONFIDENTIALITY:

(i) In consideration of the disclosure of Confidential Information by the disclosing

party, the receiving party hereby agrees:

a. To hold the Confidential Information in strict confidence and to take all

reasonable precautions to protect such Confidential Information (including,

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 without limitation, all precautions the receiving party employs with respect to
its own confidential materials).

b. Not to disclose any such Confidential Information or any information derived

therefrom to any third person.

c. Not to make any use whatsoever at any time, such Confidential Information
except to evaluate internally its relationship with the disclosing party.

d. Not to copy any such Confidential Information. The receiving party shall
procure that its employees, agents and sub-contractors to whom Confidential
Information is disclosed or who have access to Confidential Information sign a
non-disclosure or similar agreement in content substantially similar to this
Agreement.

(ii) Without granting any right or license, the disclosing party agrees that the
foregoing shall not apply with respect to any information after five years
following the disclosure thereof of any information that the receiving party can
document:

a. Information which is or which shall become generally available to the public.

b. Information which was in its possession or known by it, prior to receipt from
the disclosing party as evidenced in writing, except to the extent that such
information was unlawfully appropriated.

c. Information which was rightfully disclosed to it by a third party

d. Information as independently developed without use of any Confidential

Information of the disclosing party. The receiving party may make disclosures
required by law or court order provided the receiving party uses diligent
reasonable efforts to limit disclosure and has allowed the disclosing party to
seek a protective order.

3. RETURN OF INFORMATION:

a. Immediately upon the written request by the disclosing party at any time, the
receiving party will return to the disclosing party all Confidential Information
and all documents or media containing any such Confidential Information and
any and all copies or extracts thereof, save that where such Confidential
Information is a form incapable of return or has been copied or transcribed
into another document, it shall be destroyed or erased, as appropriate.

4. NON-SOLICITATION:

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a. Non-Solicitation of Employees: During the term of this Agreement and for
a period of two [2] years following its termination, neither Party shall, directly
or indirectly, solicit, recruit, or attempt to solicit or recruit any employee,
consultant, or contractor of the other Party who was engaged in or had
substantial contact with the other Party during the term of this Agreement.

b. Non-Solicitation of Clients and Partners: During the term of this

Agreement and for a period of two [2] years following its termination, neither
Party shall, directly or indirectly, solicit or attempt to solicit any client,
customer, or business partner of the other Party with whom the soliciting
Party had material contact during the term of this Agreement.

5. NO LICENSE:

Nothing in this Agreement shall be construed as granting any license, right, or

interest in any Confidential Information or intellectual property of the Disclosing
Party, except as expressly set forth herein.

6. GOVERNING LAW AND JURISDICTION:

a. Any dispute arising out of or in connection with this Agreement

or its negotiation shall be finally settled following the Rules of the Dubai
International Arbitration Centre (DIAC), which rules are said to be incorporate
by reference to this clause.

b. The seat of arbitration shall be held in Dubai, UAE.

c. The proceedings and award shall be in the English language and shall be final
and binding on the Parties.

7. MISCELLANEOUS:

a. Entire Agreement: This Agreement constitutes the entire agreement

between the Parties regarding its subject matter and supersedes all prior
agreements, understandings, and communications, whether written or oral,
relating to such subject matter.

b. Amendments: This Agreement may be amended or modified only by a

written instrument signed by both Parties.

c. Severability: If any provision of this Agreement is found to be invalid or

unenforceable, the remaining provisions shall continue in full force and effect.

d. Waiver: No waiver of any term or condition of this Agreement shall be

deemed a further or continuing waiver of such term or condition or any other
term or condition.

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e. Assignment: Neither Party may assign its rights or obligations under this
Agreement without the prior written consent of the other Party, except to a
successor in interest of the entire business of the assigning Party.

f. Notices: All notices under this Agreement shall be in writing and sent to the
addresses of the Parties set forth above or such other address as either Party
may specify in writing. Notices shall be deemed given when delivered
personally, sent by confirmed facsimile or email, or three days after being
sent by certified mail, return receipt requested.

IN WITNESS WHEREOF, the parties have executed this Agreement on the

above-mentioned date, with full knowledge of its content and significance and
intending to be legally bound by the terms hereof.

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