MUTUAL NON-DISCLOSURE AGREEMENT

Project Beacon BEES — Confidential

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into and effective as of [Date] (the "Effective Date") by and between:

Beacon Technovations Ltd, a company duly organised and existing under the laws of Nigeria, with its principal place of business at Lagos, Nigeria ("Beacon" or the "Company"); and

[Recipient Full Legal Name], an individual, accessing this site from IP address [IP Address] (the "Recipient").

Beacon and the Recipient are referred to individually as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS, Beacon is developing proprietary technology, systems, designs, processes, software, hardware, regulatory strategies, route data, customer information and related know-how, including without limitation an autonomous delivery drone programme and associated operational concepts (collectively, the "Beacon Programme");

WHEREAS, in connection with the Beacon Programme, Beacon may disclose to the Recipient, or the Recipient may otherwise obtain access to, certain confidential, proprietary and trade-secret information of Beacon; and

WHEREAS, the Parties wish to set out the terms on which such information will be protected.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

CONFIDENTIALITY OBLIGATIONS

1. Definition of Confidential Information. "Confidential Information" means any and all non-public, proprietary or confidential information of Beacon, in any form or medium (whether oral, written, electronic, visual, tangible or intangible), disclosed to or accessed by the Recipient before, on or after the Effective Date, including without limitation: business plans, financial information, customer and supplier lists, pricing, drone designs, flight-control algorithms, software (source and object code), firmware, hardware schematics, mechanical and electrical designs, mapping and routing data, airspace and regulatory submissions, vendor relationships, manufacturing processes, test results, technical specifications, trade secrets, know-how, methods, research, data, prototypes, photographs, video, the existence and contents of this Agreement, and any information relating to the Beacon Programme, including the introduction of autonomous delivery drones in Lagos, Nigeria or any other territory. Confidential Information includes information of third parties that Beacon is obligated to protect.

2. Obligations of the Recipient. The Recipient shall: (a) hold all Confidential Information in strict confidence and protect it using at least the same degree of care it uses to protect its own most sensitive information, and in no event less than a reasonable degree of care; (b) not disclose Confidential Information to any third party without Beacon's prior express written consent; (c) use Confidential Information solely for the limited purpose of performing work for or evaluating a relationship with Beacon in connection with the Beacon Programme (the "Permitted Purpose") and for no other purpose whatsoever; (d) restrict access to Confidential Information to those of its personnel who have a strict need to know and who are bound by written obligations of confidentiality at least as protective as those in this Agreement; and (e) promptly notify Beacon in writing of any actual, suspected or threatened unauthorised use or disclosure of Confidential Information.

3. Exclusions. Confidential Information does not include information that the Recipient can demonstrate by competent written evidence: (a) was lawfully in the Recipient's possession, without confidentiality obligation, before disclosure by Beacon; (b) is or becomes publicly available through no act or omission of the Recipient; (c) is rightfully received from a third party without restriction and without breach of any obligation owed to Beacon; or (d) is independently developed by the Recipient without reference to or use of any Confidential Information. The Recipient bears the burden of proving any exclusion.

4. Compelled Disclosure. If the Recipient is required by law, court order or governmental authority to disclose any Confidential Information, the Recipient shall, to the extent legally permitted, give Beacon prompt prior written notice and reasonable cooperation so that Beacon may seek a protective order or other appropriate remedy. The Recipient shall disclose only that portion of Confidential Information that it is legally compelled to disclose and shall use commercially reasonable efforts to ensure confidential treatment of the disclosed information.

5. No Licence; Ownership of Information. All Confidential Information is and shall remain the sole and exclusive property of Beacon. Nothing in this Agreement grants the Recipient any right, title, licence or interest, by implication, estoppel or otherwise, in or to any Confidential Information, or in or to any patent, copyright, trademark, trade secret, know-how or other intellectual property right of Beacon, except the limited right to use such information for the Permitted Purpose. For the avoidance of doubt, ownership of all intellectual property is governed by a separate Intellectual Property Assignment Agreement between the Parties.

6. Return or Destruction. Upon Beacon's written request at any time, and in any event upon termination or expiration of the Recipient's engagement with Beacon, the Recipient shall promptly (and in any event within seven (7) days): (a) return to Beacon all Confidential Information and all copies, notes, summaries, derivatives, analyses or extracts thereof in its possession or control; or (b) at Beacon's election, destroy the same and certify such destruction in writing to Beacon. The Recipient's obligations under this Agreement shall survive such return or destruction.

7. No Reverse Engineering. The Recipient shall not, and shall not permit any third party to, disassemble, decompile, reverse engineer, attempt to derive source code from, or otherwise attempt to reconstruct or discover any underlying ideas, algorithms, file formats, programming or interoperability interfaces of any Confidential Information or of any product, prototype, software or technology of Beacon.

GENERAL PROVISIONS

8. Term and Survival. This Agreement shall commence on the Effective Date and shall continue in full force and effect in perpetuity. The Recipient's obligations of confidentiality and all other obligations shall survive any termination, expiration or cessation of the Recipient's engagement with Beacon, indefinitely and in perpetuity.

9. Equitable Remedies. The Recipient acknowledges that any breach or threatened breach of this Agreement would cause Beacon irreparable harm for which monetary damages would be an inadequate remedy. Beacon shall be entitled to seek injunctive and other equitable relief without the requirement of posting any bond or other security.

10. Indemnification. The Recipient shall defend, indemnify and hold harmless Beacon and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any breach by the Recipient of this Agreement.

11. No Publicity. The Recipient shall not, without Beacon's prior written consent in each instance, use Beacon's name, logo, trademarks or any reference to the Beacon Programme in any advertising, publicity, press release, social media post, portfolio, resume or other public communication.

12. Assignment. The Recipient shall not assign, transfer or delegate any of its rights or obligations under this Agreement without Beacon's prior written consent. Beacon may freely assign or transfer this Agreement.

13. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Lagos, Nigeria. The Parties irrevocably submit to the exclusive jurisdiction of the courts located in Lagos, Nigeria.

14. Severability; Entire Agreement. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire agreement of the Parties with respect to its subject matter.