Anastasia Ogele Idodo

NON-DISCLOSURE AGREEMENT BETWEEN SENATOR IKECHUKWU OBIORA AND MEDACLE HOSPITAL AND HEALTHCARE SERVICES LIMITED NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (this “Agreement”) is made this _________ day of _________________________ 2019 BETWEEN SENATOR IKECHUKWU OBIORA, a distinguished senator of the Federal Republic of Nigeria, a business man and owner of some hectares of undeveloped plots of land (“the property”) situate within the Central Area of the Federal Capital Territory, Abuja, who has his office address located at ……………………….., Abuja (hereinafter referred to as “the Owner” which expression shall, where the context so admits, include his successors-in-title and assigns), of the one part; AND MEDACLE HOSPITAL AND HEALTHCARE SERVICES LIMITED a healthcare provider, registered under the laws of the Federation of Nigeria and has its address at Suit A3, S.H.M. Complex, Mabushi, Abuja (hereinafter referred to as “the Purchaser” which expression shall, where the context so admits, include its successors-in-title and assigns), of the other part. The Owner and the Purchaser are hereinafter collectively referred to as the “Parties” and individually as a “Party”. The Obligations of the Disclosing Party and the Receiving Party under this Agreement shall be mutual on the Parties with respect to Information disclosed and received for all purposes pertaining to this Agreement. BACKGROUND: (a) The Owner is a business man who resides and carries on business within the Federal Capital Territory, Abuja. (b) The Purchaser is a healthcare provider registered under the laws of the Federal Republic of Nigeria to provide medical and healthcare services to members of the public. (c) The Purchaser is currently in search of a suitable location in the Federal Capital Territory to set up its medical and healthcare facility, as a vehicle for its social entrepreneurship healthcare expansion project in Nigeria, geared towards extending internationally rated healthcare services, as well as building social healthcare safety nets for the poor in Nigeria (“the business”). (d) The Purchaser has located some hectares of undeveloped plots of land situate within the Central Business District of the Federal Capital Territory (“the Property”), which belong to the Owner, as suitable for its business and has indicated its interest to procure at least 4 hectares of the said plots of land. (e) The Parties are on the process of preliminary discussions and negotiations for the purpose of reaching an agreement for assignment of at least 4 hectares of the Property from the Owner, to the Purchaser (the “Proposed Transaction”). (f) During the regular course of the preliminary discussions and negotiations, and in the course of the Proposed Transaction both Parties may receive and become privy to personal or corporate confidential information or trade secrets belonging to either of the Parties to this Agreement and are desirous that such confidential information or trade secrets must be held in confidence and their use limited only to the Proposed Transaction outlined in this Agreement. (g) In furtherance of the preliminary discussions, negotiations and the Proposed Transaction, the Parties are desirous of entering into this Agreement, to stipulate the terms and conditions upon which the Disclosing Party shall disclose Confidential Information to the Receiving Party and the terms and conditions upon which the Receiving Party shall receive and hold Confidential Information from the Disclosing Party. NOW THEREFORE, in consideration of the mutual understanding, covenants, promises, assurances and agreements contained herein, the Parties agree as follows: 1. DEFINITIONS & INTERPRETATION 1.1 In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings: “Agreement” means this Non-Disclosure Agreement; “Confidential Information” means information of any kind, whether oral or documentary, including all personal, financial, commercial, technical, marketing or business information, and the Proposed Transaction documents as well as information relating to the business, business plans, project plans and the operations, affairs, shareholders, assets and liabilities of the Disclosing Party or the Proposed Transaction; which is communicated or received during the course of discussions and negotiations whether such information is formally designated as confidential or not; but shall specifically exclude (i) information which now or subsequently become available to the public or is in the public domain otherwise than by a breach of this Agreement and (ii) any information which is disclosed by the Receiving Party to satisfy an order of court of competent jurisdiction or to comply with the provisions of any law or regulation in force or is required by any governmental or regulatory authority to be disclosed, provided that prior to such disclosure and to the extent reasonably practicable, the Receiving Party shall notify the Disclosing Party of such disclosure; “Disclosing Party” means the Party disclosing any Confidential or proprietary Information under this Agreement. “Permitted Purpose” means all aspects of transactions in connection with the Proposed Transaction; “Receiving Party” means the Party receiving any Confidential or proprietary Information under this Agreement. “Third Party” shall mean any individual, enterprise, authority or any other organization, entity or person other than the Parties. 1.2 In this Agreement unless the context otherwise requires: (a) the Recitals shall form an integral part of this Agreement; (b) words denoting one gender include each gender and all genders; (c) reference to any statute or regulation includes any other statute or regulation in force now or after the date of this Agreement which modifies, re-enacts, extends, or is made under it; (d) clause and paragraph headings are included for convenience only and shall not affect the interpretation of this Agreement; (e) references to persons include references to natural persons, to firms, to partnerships, to companies, to corporations, to associations, to organizations and to trusts (in each case whether or not having separate legal personality), but references to an individual refers to a natural person only; and (f) references to Recitals, Clauses and parties are references to recitals, clauses, and parties to or of this Agreement. NOW IT IS HEREBY AGREED as follows: 2. EFFECTIVE DATE 2.1 This Agreement shall be deemed to have commenced and become effective on the date first above written or the day the Confidential Information was first disclosed to the Receiving Party (whichever is earlier) and shall remain in full force and effective throughout the subsistence of the Parties’ relationship in connection with the Proposed Transaction. 2.2 The confidentiality obligations under this Agreement shall survive termination of this Agreement for a period of five (5) years, except for any trade secrets, which shall be held in confidence for so long as the trade secret is maintained by the Disclosing Party. 2.3 This Agreement shall inure to the benefit of and be binding on the Parties to this Agreement and their respective successors-in-title and assigns. 3. OBLIGATIONS OF THE RECEIVING PARTY 3.1 As from the commencement of this Agreement, the Receiving Party shall hold in strict confidence all Confidential Information disclosed to it by the Disclosing Party and shall not, without the prior written consent of the Disclosing Party, disclose the Confidential Information to any Third Party except as otherwise provided in this Agreement. 3.2 The Receiving Party undertakes: (a) to use the Confidential Information only for the Permitted Purpose; (b) to treat all Confidential Information as private and confidential, safeguard same accordingly and limit their use only to the Proposed Transaction outlined in this Agreement. (c) make copies of Confidential Information only on the Disclosing Party’s prior permission and only to the extent necessary for the Permitted Purpose; (d) not disclose the Confidential Information to any person, except to its employees, promoters, sponsors, and advisers who strictly require same for the performance of their duties in relation to the Permitted Purpose and only to the extent necessary for the Permitted Purpose, or to its bankers as approved in writing by the Disclosing Party and to the extent necessary within the context of the Proposed Transaction (“Authorised Recipients”); (e) to inform each Authorised Recipient of the confidential nature of the Confidential Information and the restrictions imposed by this Agreement, and use its best efforts to cause such Authorised Recipients to comply with the restrictions imposed by this Agreement (as if they are parties thereto); (f) to apply thereto no lesser security measures and degree of care than those which the Receiving Party applies to its own confidential or proprietary information, but in no case less than reasonable care, to protect such information from unauthorized disclosure, copying or use; (g) to its best ability, maintain all confidentiality notices or proprietary markings placed upon or within the Confidential Information and not to remove, destroy, deface or obscure such markings; (h) to promptly notify the Disclosing Party of any unauthorised disclosure or use of the Confidential Information upon becoming aware of such unauthorised disclosure or use of the Confidential Information, and to take all steps necessary (including but not limited to any steps required by the Disclosing Party) to minimise the effect of such disclosure or use and to prevent any further disclosure or use; (i) not to, without prior approval of the Disclosing Party, make any public announcement of or otherwise disclose the existence of the terms of this Agreement; (j) to act in good faith at all times regarding the Proposed Transaction and its use and handling of the Confidential Information. 3.3 As soon as reasonably practicable on receipt of a written request from the Disclosing Party, the Receiving Party shall, to the extent reasonably practicable, supply the Disclosing Party with details of the location where all Confidential Information are held and the names and addresses of every Authorised Recipient thereof. 4. OWNERSHIP OF CONFIDENTIAL INFORMATION 4 4.1 The Receiving Party acknowledges that, at all times, all rights, title, and interest including intellectual property rights in any Confidential Information shall remain (unless otherwise expressly agreed in writing between the Parties) the exclusive property of the Disclosing Party. 4.2 The Receiving Party shall, whenever asked to do so in writing by the Disclosing Party, return, within 48 (forty eight) hours of receipt of such request, all documents, papers, software, disks and other items (and all copies of them) within its reasonable reach containing any of the Confidential Information, to the Disclosing Party and shall cease using all such information. The Receiving Party shall also destroy all analyses, compilations, notes, studies, memoranda or other documents containing such Confidential Information and shall furnish the Disclosing Party with a written certificate confirming the fulfilment of its obligations under this Clause. 4.3 To the extent that the Receiving Party’s computer systems or any Authorised Recipient to whom the Confidential Information has been disclosed may have automatically created back-up copies thereof, such back-up copies shall be subject to the provisions of this Agreement and shall be destroyed in accordance with Clause 4.2. 4.4 Each Party reserves the right, in its sole discretion and without prior notice to the other party, to disclose its own Confidential Information to any third party for any purpose. 5. EXCLUDED INFORMATION The Receiving Party will not have any confidentiality obligations under this Agreement with respect to information which:- (i) through no wrongful act of it, is or becomes publicly available or generally available in the industry, other than as a result of a breach of this Agreement or any confidentiality agreement entered into pursuant to it; or (ii) the Receiving Party can demonstrate by its written records was lawfully in its possession prior to disclosure by the Disclosing Party or on behalf of the Disclosing Party or becomes lawfully available to the Receiving Party from a Third Party, in each case free from any confidentiality restriction. 6. LEGAL COMPULSION TO DISCLOSE If the Receiving Party or any Authorized Recipient becomes (or it is reasonably likely that it shall become) required pursuant to any law, court order, or the rules of any securities authority or other regulatory body to disclose any Confidential Information, the Receiving Party shall to the extent permissible and reasonably practicable, within a reasonable time, give written notice of that fact to the Disclosing Party so that it may seek an appropriate remedy to prevent disclosure or waive compliance with the provisions of this Agreement preventing disclosure. 7. WAIVERS No failure or delay by any of the Parties in exercising any right or remedy pursuant to this Agreement or provided by general law or otherwise shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy. 8. ASSIGNMENT The Parties shall not assign this Agreement or any interest herein, either in whole or in part, without the prior written consent of the other Party and any purported assignment made in violation of this Clause shall be void. 9. SEVERABILITY Each of the provisions hereof is severable and distinct from the others and, without prejudice to any other provision hereof, if any provision of this Agreement is prohibited or unenforceable or is rendered unlawful, invalid or illegal, such prohibition, unenforceability, unlawfulness, invalidity or illegality shall not, to the extent permitted by law, render unenforceable, invalid, unlawful or illegal or prohibit any other provision of this Agreement. 9 COUNTERPARTS This Agreement may be executed in more than one counterpart, each of which shall be deemed an original but which together shall comprise one and the same agreement. 10 AMENDMENT No amendment to this Agreement shall be effective unless it is in writing and signed by each Party or their duly authorised representatives. 11 GOVERNING LAW AND DISPUTE RESOLUTION 11.1 This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. 11.2 The Parties shall endeavour to resolve any dispute arising out of or connected with the interpretation, or any allegation or actual breach of this Agreement by mutual consultation, within fourteen (14) working days of the occurrence of same. 11.3 Any dispute, which cannot be mutually resolved by mutual consultation within the said fourteen (14) working days, shall be referred to Mediation before the Abuja Multi-Door Courthouse. 11.4 Where however the dispute, controversy or claims are unable to be resolved by Mediation, either Party to this Agreement shall be entitled to pursue its claim before the relevant Court of Justice in the Federal Capital Territory Abuja. IN WITNESS WHEREOF, the Parties hereto have caused their respective authorized representatives to execute this Agreement the date and year first above written. Signed by the within-named SENATOR IKECHUKWU OBIORA ________________________ Name: Designation: Date: Signed for and on behalf of the within-named MEDACLE HOSPITAL AND HEALTHCARE SERVICES LIMITED ________________________ Name: Designation: Date: