NON-DISCLOSURE AGREEMENT

1. Definitions

1.1 In this agreement:

"Confidential Information" means any information relating to the Purpose which is disclosed by Talent Blueprint to Recipient, either orally, visually or in writing (including graphic material), whether before or after this agreement is entered into, and which is disclosed on the express basis that such information is confidential or which should be treated as confidential in nature. Confidential Information includes but is not limited to:

(a) business, financial, operational, technical, administrative, marketing, planning and staff information and data relating to Talent Blueprint;

(b) proprietary information, data, know-how, formulae, processes and engineering processes, strategies, designs, photographs, drawings, specifications, software, inventions, patents, technology, hardware configuration information, samples, technical literature and data or other material attributable to or deriving its existence from discussions relating to the Purpose;

(c) any notes, extracts, analyses or materials prepared by or on behalf of Recipient which are copied or derived from Confidential Information;

"Purpose" means the purpose specified in the background section above; and
"Representatives" means directors, officers, members, employees, agents, managers and consultants of, and individuals seconded to work for, the applicable party.

2. Protection of Talent Blueprint's Confidential Information

2.1 Recipient will:

(a) use the Confidential Information only for the Purpose;

(b) treat all Confidential Information as being strictly confidential and will take all reasonable and prudent steps and security measures necessary to prevent it from being disclosed to any third parties (except as expressly permitted by this agreement);

(c) not, without the express prior written consent of Talent Blueprint, disclose any Confidential Information to any person other than a minimum number of advisers and Representatives required to carry out the Purpose, and will ensure that all those to whom the Confidential Information is disclosed are aware of and observe the terms of this agreement in all respects as if they were a party to this agreement;

(d) on Talent Blueprint's request, procure confidentiality undertakings from any third party to whom Confidential Information is disclosed pursuant to this agreement;

(e) make physical copies of the Confidential Information only to the extent strictly necessary for the Purpose;

(f) not copy or store the Confidential Information electronically or transmit it outside Recipient's usual place of business; and

(g) not, without Talent Blueprint's prior written consent, use the Confidential Information for its advantage, commercial or otherwise.

3. Return of Confidential Information

3.1 If the parties' discussions relating to the Purpose terminate, and in any event on Talent Blueprint's written request, Recipient will promptly:

(a) return to Talent Blueprint all Confidential Information (and any copies of it) in Recipient's control or possession;

(b) delete, destroy and erase all Confidential Information from any computer or data storage system into which it was entered; and

(c) if required, certify that the provisions of paragraphs 3.1(a) and (b) above have been complied with.

4. Indemnity

4.1 Recipient undertakes to indemnify Talent Blueprint and keep Talent Blueprint fully indemnified against any loss or damage arising from the unauthorised disclosure of Talent Blueprint's Confidential Information and from all actions, proceedings, claims, demands, costs (including reasonable legal costs, awards and damages) arising as a result of any breach or non-performance of any of its undertakings or obligations under this agreement.

5. Miscellaneous

5.1 Recipient acknowledges and agrees that a breach by Recipient of this agreement may result in immediate and irreparable harm to Talent Blueprint, for which there will be no adequate remedy at law. Talent Blueprint will be entitled to seek equitable relief to compel Recipient to cease and desist all unauthorised use and disclosure of its Confidential Information.

6. Governing Law

6.1 The terms of this agreement will be governed by the laws of the United Arab Emirates and each party submits to the non-exclusive jurisdiction of the courts of Dubai.