This Agreement regarding mutual disclosure of information is made on --------- 2022 by and between:

Party A

and

Bchain Consultants FZ LLC, a company incorporated in Dubai, United Arab Emirates with its registered office at Unit SD 2-12, Second Floor, Building 2, Dubai Media City, P O Box 186013, Dubai, UAE, , represented by Mr. Sunil Malhotra, Managing Partner contact Email sunil@bchainme.com; Tel +97150-640 6007

Party B

Add Name , a company incorporated in add details with its registered office at add details , add city, add country,strong represented >by add name and title
hereinafter collectively referred to as the “Parties” (or also separately as the “Disclosing Party” or the “Receiving Party” as applicable).
WHEREAS, the Parties desire to discuss various potential business matters and relationships or transactions between them (the “Purpose”).
PURPOSE: Party B is looking at selling or buying the business and has approached Party A to provide management consulting services to enable this transaction. Therefore ready to exchange Confidential Information as defined below, in consideration of the parties’ mutual disclosure of confidential information the parties hereby agree as follows:
1 For the purposes hereof "Confidential Information" shall mean any financial, business, technical, strategic or other information whether or not owned or developed by the Disclosing Party, which is not generally known by Receiving Party or its personnel, and of which the Receiving Party may obtain knowledge through or as a result of the relationship established hereunder with the Disclosing Party, access to the Disclosing Party's premises, or communications with the Disclosing Party's employees or independent contractors. Without limiting the generality of the foregoing, Confidential Information shall include, but is not limited to, the following types of information, and other information of a similar nature (whether or not reduced to writing or still in development): documents, papers, discs, tapes, floppies, CD’s, USB drives, and other information contained in any other media, designs, concepts, drawings, ideas, inventions, specifications, techniques, discoveries, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, procedures, know-how, new product or new technology information, marketing techniques and materials, marketing plans, timetables, strategies and development plans (including prospective trade names or trademarks), customer names and other information related to customers, pricing policies, and financial information pertaining to or owned by the Disclosing Party (whether in physical, visual, oral, electronic, written and or other tangible form or otherwise) disclosed by the Disclosing party to the Receiving Party. Confidential Information shall not include information that:
i) is now or later becomes generally known to the public (other than as a result of a breach of this Agreement by the Receiving Party);
ii) is independently developed by the Receiving Party, as evidenced by the written records of the Receiving Party;
iii) the Receiving Party lawfully obtains from any third party who has lawfully obtained such information and provided that such third party was not known by the Receiving Party to be bound by any confidential relationship with the Party with respect to whom information is disclosed or with the Disclosing Party;
iv) is later approved for release, published or generally disclosed to the public by the Disclosing Party; or
v) is already in the possession of the Receiving Party without obligation of confidentiality on such Party at the time of disclosure by the Disclosing Party. The Receiving Party shall bear the burden of showing, in writing within Fifteen (15) days from the written request of the Disclosing Party that any of the foregoing exclusions applies to any information or materials.
2 Each Party understands and acknowledges that such Confidential Information has been developed or obtained by the other Party as a result of an investment of significant time, effort and expense, and that such Confidential Information provides such Party with a significant competitive advantage in its business.
3 Each Party agrees to hold in confidence and to cause its employees, agents, representatives, affiliates and subcontractors (the “Representatives”), if any, to hold in confidence and not to disclose or reveal to any person or entity the Confidential Information received hereunder without the clear and express prior written consent of a duly authorized representative of the Disclosing Party. Each Party agrees not to use or disclose any of the Confidential Information received hereunder for any purpose at any time, other than for the limited purpose(s) of this confidence.
4 Each Party agrees to attempt to limit its disclosure made to the other Party to that which is reasonably necessary to serve the limited purposes of this Agreement.
5 Without limiting the generality of any of the provisions of this Non-Disclosure and Non Circumvention Agreement, the Parties specifically agree that any reports concerning Confidential Information which are not made or authorized by the Disclosing Party and which appear in any publication prior to the Disclosing Party's official disclosure of such Confidential Information shall not release the Receiving Party from its obligations hereunder with respect to such Confidential Information. Each Party agrees that it shall not publish any review, notice or other report concerning any of the other Party's Confidential Information prior to the Disclosing Party's intentional disclosure, at which time it will no longer be Confidential Information (but only to the extent that it is actually disclosed). Any review, notice or other report shall be limited to information which is not Confidential Information.
6 It is understood that the Parties may furnish to each other certain materials, either in writing or otherwise fixed in tangible form, constituting or containing Confidential Information. The Parties agree that any and all of these materials shall be furnished in confidence and all of the terms and conditions of this Agreement shall apply to the disclosure or furnishing of these materials. The Receiving Party will not copy, alter, modify, disassemble, reverse engineer or decompile any of these materials without the prior written consent of the Disclosing Party. Each Party agrees to return to the Disclosing Party any and all of these materials, together with any copies that may have been made, promptly upon the request of the Disclosing Party or, if not requested earlier, promptly after the purpose(s) for which they were furnished has been accomplished or abandoned (at least with respect to the Receiving Party).
7 Each party represents that it has not provided or communicated any of the other Party's Confidential Information to any Third party, and will not do so in the future without the prior written consent of the Disclosing Party.
8 This Agreement shall not be assignable by either party, and neither party may delegate its duties hereunder, without the prior written consent of the other party, which consent may be granted or denied without unreasonable delay in the sole discretion of the non-assigning party.
9 Nothing in this Agreement shall be construed as creating any obligation on the part of any party to disclose any Confidential Information whatsoever. Nothing in this Agreement shall be construed as granting any license or any other rights with respect to either Party's proprietary rights or Confidential Information.
10 Nothing contained in this Agreement shall be construed as creating any obligation or an expectation on the part of either party to enter into a business relationship with the other party, or an obligation to refrain from entering into a business relationship with any third party. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership or employment relationship between the parties, it being understood that the parties are independent contractors vis-a-vis one another. Except as specified herein, no party shall have the right, power or implied authority to create any obligation or duty, express or implied, on behalf of any other party hereto.
11 It is understood that any Confidential Information that is disclosed or provided to the Receiving Party by the Disclosing Party is for the purpose described in the recitals to this Agreement and that such Confidential Information will be used by the Receiving Party exclusively for this purpose.
12 LEGAL COMPULSION TO DISCLOSE:
In the event that a Receiving Party, its representatives or anyone to whom it transmits any Confidential Information becomes (or it is reasonably likely that it or they shall become) legally compelled to disclose any Confidential Information, prompt notice in writing of such fact shall be given to the Disclosing Party so that the Disclosing Party may seek an appropriate remedy to prevent the disclosure or waive compliance with the provisions of this Agreement preventing the disclosure (to the extent permitted by law) and it shall, to the extent permitted by law, fully co-operate with the Disclosing Party in the event that the Disclosing Party elects to challenge the validity of such requirement. Subject as provided above, if a Receiving Party, its representatives or anyone to whom it transmits any Confidential Information becomes legally compelled to disclose any Confidential Information, it or they shall be entitled to do so only to the extent required and subject to prior consultation with the Disclosing Party with a view to agreeing the timing and content of such disclosure.
13 NOTICES
All notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been served, if given at the address for the respective parties mentioned above. Any notice to either party shall be duly given by registered mail or first class courier with return receipt requested at the addresses set forth above for each such party.
If there is any change in the address of any of the parties, such change shall be communicated in writing to the other party within Seven (7) calendar days of such change.
14 NO REPRODUCTION & TERMINATION
Confidential Information shall not be reproduced in any form except as required to accomplish the Purpose and the intent of this Agreement. Any reproduction of the Confidential Information of the Disclosing Party by Receiving Party shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends, which appear on the original, unless otherwise authorised in writing by the Disclosing Party. Upon completion of the Purpose or upon reasonable demand by the Disclosing Party, but in any event upon termination of this Agreement or the business relationship between the Parties, the Receiving Party shall surrender to the Disclosing Party or when more appropriate destroy and provide acceptable proof of such destruction, of all Confidential Information in the recipient’s possession or control including Confidential Information contained in any Memoranda, Notes, Records, Drawings, Manuals, Reports, Computer Software, and other Documents or Materials (and all copies of the same) that have been obtained from the Disclosing Party.
On Termination of this Agreement, the Receiving Party agrees to destroy (to the extent technically possible) all “Confidential Information” shared with it by the Disclosing Party in connection with the purpose of this Agreement.
15 Non-Circumvention
Both parties and/or its Representatives and their employees, shall not, in any manner (direct and/or indirect) solicit and/or accept any business from sources that have been introduced, identified or made available by and through the other party, nor in any manner shall it access, contact, solicit and/or conduct any transaction with such sources, unless granted an express written permission by the other party. Both parties also undertake not to make use of a Third party to circumvent its obligations under this Clause.
Under all circumstances other than with written consent, both parties agree that they will not directly or indirectly whether for their account or for the account of any other individual / entity, solicit business or patronage of or sell to individuals / entities that were investors, customers or employees of introduced by the other party.
Neither party shall in any way whatsoever circumvent and/or bypass the other party in any of the transactions the Parties wish to enter into and/or attempt such circumvention by involving third parties and/or Representatives of any party to avoid or reduce the fees, costs, expenses, commissions due to the other party, or in any other way derive financial benefit from the sources introduced, identified or made available by.
Both parties agree that it will not employ the employees of other party during the term of this Agreement and one year thereafter.
16 Both parties agree to co-operate to re-solve any disputes between them under this Agreement amicably before proceeding with any legal action. All disputes arising in connection with this Agreement which cannot amicably settled between the Parties shall be finally settled by the Courts of DIFC, Dubai, United Arab Emirates.
17 This Agreement sets forth the entire understanding and Agreement of the Parties with respect to the subject matter hereof and supersedes all other oral or written representations and understanding. The conclusion, construction and performance of this Agreement shall be governed by and construed in accordance with the laws of United Arab Emirates.
18 This Agreement shall take effect as of date of its signing by the parties. Termination of the Agreement shall not relieve the Parties of any of their obligations with respect to Confidential Information, and all such obligations shall require confidentiality to continue to apply for one calendar year after the termination.
19 This Agreement prevents parties from by-passing or circumventing each other regarding any business introduced by either party.
20 This Agreement may only be amended or modified in writing, signed in advance by duly authorised representatives of each of the Parties.
Each of the Parties warrants and represents that it has carefully read and understood this Agreement, and each acknowledges receipt of a copy thereof. Each person executing this Agreement warrants and represents that he/she has the authority to enter into this Agreement on behalf of the person, firm or Corporation listed below.
IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate as of the dates signed below.

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