Confidentiality and Non-Disclosure Agreement

Date:

Parties:
[Name______________________________], [date of birth_________________], resident of
Rearabetswe Pitso 02/09/2002

[full address________________________________________________________________]
978 Masingafi Street, Zondi Soweto 1869

("the Recipient")
and
SUOL INNOVATIONS LTD, a company incorporated in Cyprus, having its registered address at
41 Themistokli Dervi, Hawaii Tower, 1st Floor, Office 106, 1066 Nicosia, Cyprus
("the Discloser").

This Confidentiality and Non-Disclosure Agreement (the "Agreement") is entered into by and
between the Parties for the purpose of preventing the unauthorized disclosure of Confidential
Information as defined below. The Parties agree to enter into a confidential relationship with
respect to the disclosure of certain proprietary and confidential information ("Confidential
Information").
1. Definition of Confidential Information. Confidential Information shall include, but not
limited to all documents, records, information and data (whether verbal, written or
electronic) or material that has or could have commercial value or other utility in the
business in which the Discloser is engaged. Confidential Information also includes any
and all analysis, compilations, work products, studies, notes, and other data or material
prepared by or in the possession or control of the Recipient, which contain, refer to,
include or otherwise reflect or are generated from any Confidential Information. If
Confidential Information is in written form, the Disclosing Party shall label or stamp the
materials with the word "Confidential" or some similar warning. If Confidential
Information is transmitted orally, the Discloser shall promptly provide a writing
indicating that such oral communication constituted Confidential Information.
2. Exclusions from Confidential Information. The Recipient's obligations under this
Agreement do not extend to information that is: (a) publicly known at the time of
disclosure or subsequently becomes publicly known through no fault of the Recipient; (b)
discovered or created by the Recipient before disclosure by the Discloser; (c) learned by
the Recipient through legitimate means other than from the Discloser or Discloser's
representatives; or (d) is disclosed by the Recipient with Discloser's prior written
approval.
3. Obligations of Recipient. The Recipient undertakes to hold and maintain the
Confidential Information secure and not to disclose it to any third party. The Recipient
shall not, without prior written approval of Discloser, use for Recipient's own benefit,
publish, copy, or otherwise disclose to others, or permit the use by others for their benefit
or to the detriment of the Discloser, any Confidential Information. The Recipient shall, on
request from the Discloser, return to the Discloser any and all records, notes, and other
written, printed, or tangible materials in its possession pertaining to Confidential
Information immediately and will not retain any copies or records of the Confidential
Information. Nothing in this Agreement will prevent the Recipient from making any
disclosure of the Confidential Information required by law or by any competent authority.
4. Liability. If the Recipient violates the provisions of this Agreement, the Recipient shall
be obliged to compensate the Discloser for any and all damages, including loss of profit
caused by such breach.
 5. Term. The non-disclosure provisions of this Agreement will continue in force for 5 years
from the date of this Agreement or until the Discloser sends the Recipient a written notice
releasing the Recipient from this Agreement, whichever occurs first.
6. Severability. If a court finds any provision of this Agreement invalid or unenforceable,
the remainder of this Agreement shall be interpreted so as best to effect the intent of the
Parties.
7. Jurisdiction. This Agreement is governed by, and is to be construed in accordance with,
Cyprus law. All disputes or claims arising out of or in connection with this Agreement,
including disputes relating to its validity, breach, termination or nullity, shall be finally
settled under the Rules of Arbitration (Vienna Rules) of the Vienna International Arbitral
Centre (VIAC) of the Austrian Federal Economic Chamber by one arbitrators appointed
in accordance with the said Rules.
8. Integration. This Agreement expresses the complete understanding of the parties with
respect to the subject matter and supersedes all prior proposals, agreements,
representations, and understandings. This Agreement may not be amended except in a
writing signed by both parties.

This Agreement and each Party's obligations shall be binding on the representatives, assigns, and
successors of such Party. Each Party has signed this Agreement through its authorized
representative.

Discloser

By: ____________________

Printed Name: Melina Karaolia

Title: Director

Dated: _________________

Recipient

By: ___________________
Rearabetswe Pitso

Printed Name: __________Rearabetswe Pitso

Title: __________________
Recruiter

Dated: _________________
14 March 2024