Non-Disclosure and Confidentiality Agreement

This Non-Disclosure and Confidentiality Agreement (the “Agreement”) is entered into

___28th November 2021 _____________ by and between ______ Merchant__Mensky___________
located at __________United Arab Emirates_____________________ and ________Computer
Care___________ located at ___________United Arab Emirates______________, also individually
referred to as the “Party”, and collectively the “Parties”.

The Parties are interested in exploring a potential business opportunity (the

“Opportunity”). In order to adequately evaluate whether the Parties would like to pursue
the Opportunity, it is necessary for both Parties to exchange certain confidential information.

IN CONSIDERATION OF disclosing and receiving confidential information, the Parties agree

as follows:

1. Confidential Information. The confidential information (“Confidential Information”)

includes any information that is only known by the disclosing Party, and not known by
the general public at the time it is disclosed, whether tangible or intangible, and
through whatever means it is disclosed.

Confidential Information does not include information that:

1.1. The receiving Party lawfully gained before the disclosing Party actually
disclosed it;

1.2. Is disclosed to the receiving Party by a third party who is not bound by a
confidentiality agreement;

1.3. Becomes available to the general public by no fault of the receiving Party; or

1.4. Is required by law to be disclosed.

2. Use of Confidential Information. During the course of this Agreement, the Parties
will have access to and learn of each other’s Confidential Information, including trade
secrets, industry knowledge, and other confidential information. The Parties will not
share any of this proprietary information at any time. The Parties also will not use
any of this proprietary information for either Party’s personal/business benefit at any
 time. This section remains in full force and effect even after termination of the
Parties’ relationship by its natural termination or early termination by either Party.

The receiving Party may disclose the Confidential Information to its personnel on an
as-needed basis. The personnel must be informed that the Confidential Information
is confidential and the personnel must agree to be bound by the terms of this
Agreement. The receiving Party is liable for any breach of this Agreement by their
personnel.

In the event a Party loses Confidential Information or inadvertently discloses

Confidential Information, that Party must notify the other Party within twenty-four
(24) hours. That Party must also take any and all steps necessary to recover the

Confidential Information and prevent further unauthorized use.

In the event a Party is required by law to disclose Confidential Information, that Party
must notify the other Party of the legal requirement to disclose within three (3)
business days of learning of the requirement.

Notices must be made in accordance with Section 9 of this Agreement.

3. It is agreed by the Receiving party according to this agreement that information of

products and existing customers will be shared and shouldn’t be disclosed to a third
party.

4. Ownership and Title. Nothing in this Agreement will convey a right, title, interest,
or license in the Confidential Information to the receiving party. The Confidential
Information will remain the exclusive property of the disclosing party.

5. Return of Confidential Information. Upon termination of this Agreement, the

receiving party must return all tangible materials it has that contain the Confidential
Information it received, including all electronic and hard copies. This includes, but is
not limited to, any notes, memos, drawings, summaries, excerpts and anything else
derived from the Confidential Information.

6. Commission. The parties agree that a commission of 5% be given on product

agreed to be sold. The agreed commission and other rates are between the parties
and shouldn’t be discussed with a third party.

7. Term and Termination. This Agreement shall commence upon the Effective Date
as stated above and continue until _____28th November 2023_____________.
 Either Party may end this Agreement at any time by providing written notice to the
other Party. The Parties’ obligation to maintain confidentiality of all Confidential
Information received during the term of this Agreement will remain in effect
indefinitely.

8. Remedies. The Parties agree the Confidential Information is unique in nature and
money damages will not adequately remedy the irreparable injury breach of this
Agreement may cause the injured Party. The injured Party is entitled to seek
injunctive relief, as well as any other remedies that are available in law and equity.

9. Relationship of the Parties.

9.1. No Binding Agreement to Pursue Opportunity. The Parties agree they

are exploring a potential Opportunity and sharing their Confidential
Information is not a legal obligation to pursue the Opportunity. Either Party is
free to terminate discussions or negotiations related to the Opportunity at any
time.

9.2. No Exclusivity. The Parties understand this Agreement is not an exclusive

arrangement. The Parties agree they are free to enter into other similar
agreements with other parties.

9.3. Independent Contractors. The Parties to this Agreement are independent

contractors. Neither Party is an agent, representative, partner, or employee
of the other Party.

10. General.

10.1. Assignment. The Parties may not assign their rights and/or obligations under
this Agreement.

10.2. Choice of Law. This Agreement will be interpreted based on the laws of the
State of _________United Arab Emirates___________, regardless of any conflict of
law issues that may arise. The Parties agree that any dispute arising from this
Agreement will be resolved at a court of competent jurisdiction located in the
State of ____United Arab Emirates_____________.

10.3. Complete Contract. This Agreement constitutes the Parties entire

understanding of their rights and obligations. This Agreement supersedes any
other written or verbal communications between the Parties. Any subsequent
changes to this Agreement must be made in writing and signed by both
Parties.
 10.4. Severability. In the event any provision of this Agreement is deemed invalid
or unenforceable, in whole or in part, that part shall be severed from the
remainder of the Agreement and all other provisions should continue in full
force and effect as valid and enforceable.

10.5. Waiver. Neither Party can waive any provision of this Agreement, or any
rights or obligations under this Agreement, unless agreed to in writing. If any
provision, right, or obligation is waived, it is only waived to the extent agreed
to in writing.

11. Notices. All notices under this Agreement must be sent by email with return receipt
requested or certified or registered mail with return receipt requested.

Notices should be sent as follows:

Name of Disclosing Party

____Merchant Mensky__________________________

Name of Receiving Party

____Computer Care__________________________

The Parties agree to the terms and conditions set forth above as demonstrated by their
signatures as follows:

Name

Signed: _____________________________________

Name: _____Merchant Mensky________________________________

Date: _______28th November 2021______________________________

Name

Signed: _____________________________________

Name: _____Computer Care________________________________

Date: _____28thNovember 2021________________________________