Mutual Non-Disclosure & Non-Circumvention Agreement

Article 1 — Purpose

The purpose of this Mutual Non-Disclosure and Non-Circumvention Agreement (hereinafter the "Agreement") is to define the conditions under which the Parties may exchange Confidential Information in connection with the development, financing, acquisition, construction, operation or any transaction related to the Pasola Signature Estate project located on Sumba Island, Indonesia (hereinafter the "Project"), and to protect the legitimate business interests of each Party by preventing circumvention, solicitation and unauthorised disclosure of such information.

Article 2 — Definitions

For the purposes of this Agreement, the following definitions shall apply:

• "Confidential Information" means all non-public information, data, know-how, trade secrets, financial projections, investor lists, business plans, architectural designs, land acquisition strategies, legal structures, partnership arrangements, pricing, and any other information disclosed by one Party to the other, whether in written, oral, electronic or any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• "Business Contacts" means any investors, lenders, partners, advisors, contractors, suppliers, landowners, government officials, potential buyers or any other third party introduced by one Party to the other in connection with the Project.
• "Circumvention" means any direct or indirect action taken by a Party to bypass, exclude or replace the other Party from a business opportunity, transaction, or relationship arising from or connected to the Project or any information disclosed under this Agreement.
• "Representatives" means employees, directors, officers, agents, advisors, consultants and legal counsel of a Party.

Article 3 — Non-Disclosure Obligations

Each Party (as Receiving Party) undertakes, with respect to the Confidential Information received from the other Party (as Disclosing Party), to:

• Hold all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party;
• Use the Confidential Information exclusively for the purpose of evaluating, negotiating or implementing the Project and for no other purpose whatsoever;
• Limit access to Confidential Information to its Representatives who have a strict need to know and who are bound by confidentiality obligations no less restrictive than those set out herein;
• Immediately notify the Disclosing Party in writing upon becoming aware of any actual or suspected unauthorised disclosure or use of Confidential Information;
• Return or certifiably destroy all Confidential Information, together with all copies and derivatives thereof, upon the written request of the Disclosing Party or upon termination of this Agreement.

Article 4 — Exceptions to Confidentiality

The obligations set out in Article 3 shall not apply to information that the Receiving Party can demonstrate:

Article 5 — Duration

This Agreement shall enter into force upon the date of signature by the Receiving Party and shall remain in full force and effect for a period of five (5) years from such date. The obligations of confidentiality and non-circumvention set out herein shall survive the expiry or termination of this Agreement for the full duration of five (5) years from the date of first disclosure of the relevant Confidential Information, regardless of any earlier termination of commercial discussions between the Parties.

Article 6 — Non-Circumvention

Each Party expressly agrees and undertakes, for the duration of this Agreement and for a period of three (3) years following its expiry or termination, not to:

• Circumvent, bypass or replace the other Party in connection with any business opportunity, transaction, investment, financing, acquisition, or commercial relationship directly or indirectly arising from information disclosed under this Agreement;
• Initiate or maintain, directly or through any affiliate, agent, or associate, any contact with Business Contacts introduced by the other Party, without the prior written consent of the introducing Party;
• Use information received under this Agreement to negotiate, structure or conclude any transaction that would diminish, eliminate or substitute the economic benefit anticipated for the introducing Party;
• Establish, participate in, or facilitate any arrangement designed to achieve indirectly what is prohibited directly under this Article.

Any transaction, agreement or relationship entered into in breach of this Article shall be null and void as between the Parties, and the breaching Party shall be liable for damages as set forth in Article 7.

Article 7 — Remedies & Liquidated Damages

The Parties acknowledge that any breach of the confidentiality, non-circumvention or non-solicitation obligations set out in this Agreement would cause irreparable harm to the non-breaching Party for which monetary damages alone would be an inadequate remedy. Accordingly:

• The non-breaching Party shall be entitled to seek injunctive or other equitable relief from any court of competent jurisdiction, without the need to post a bond or other security;
• In addition to any injunctive or other equitable relief, and without prejudice to claims for actual damages, the breaching Party shall pay to the non-breaching Party liquidated damages of fifty thousand euros (€50,000) per proven breach, which the Parties acknowledge represents a genuine pre-estimate of the minimum loss likely to be suffered;
• The payment of liquidated damages shall not relieve the breaching Party of its continuing obligations under this Agreement;
• The prevailing Party in any dispute arising under this Agreement shall be entitled to recover all reasonable legal costs and attorneys' fees from the non-prevailing Party.

Article 8 — Intellectual Property

Nothing in this Agreement shall be construed as granting either Party any licence, right, title or interest in or to any patent, trademark, copyright, trade secret, know-how or other intellectual property right of the other Party. All Confidential Information shall remain the exclusive property of the Disclosing Party. No use of the Disclosing Party's name, trademarks, logos or branding shall be made by the Receiving Party without prior written authorisation.

Article 9 — Representations & Warranties

Each Party represents and warrants to the other that:

Article 10 — Non-Solicitation

For the duration of this Agreement and for a period of twelve (12) months following its expiry or termination, neither Party shall, directly or indirectly:

• Solicit, recruit, hire or engage any employee, contractor, consultant or advisor of the other Party who was involved in activities relating to the Project;
• Induce or attempt to induce any such person to terminate their relationship with the other Party;
• Solicit, divert or attempt to divert any Business Contact introduced by the other Party for any purpose not related to the Project or not consented to in writing by the introducing Party.

Article 11 — General Provisions

Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions between the Parties, whether oral or written.

Amendments. No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by duly authorised representatives of both Parties.

Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

No Waiver. Failure or delay by either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's rights.

Counterparts & Electronic Execution. This Agreement may be executed in counterparts. An electronic signature shall have the same legal effect as a handwritten signature in accordance with applicable law, including Regulation (EU) No 910/2014 (eIDAS).

Article 12 — Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of France, without regard to its conflict of law principles. The Parties irrevocably submit to the exclusive jurisdiction of the Commercial Court of Paris (Tribunal de Commerce de Paris) for the resolution of any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance or termination.

Notwithstanding the foregoing, either Party may seek interim or emergency relief from any court of competent jurisdiction to preserve its rights pending the resolution of any dispute.

Article 13 — Notices

All notices, requests, demands or other communications under this Agreement shall be in writing and shall be deemed duly given when: (i) delivered personally; (ii) sent by internationally recognised overnight courier with tracking; or (iii) transmitted by email with confirmed delivery receipt. Notices to Pasola shall be directed to the contact information provided upon request. Notices to the Receiving Party shall be directed to the email address provided in the signature block of this Agreement.