15416078 CANADA INC.

8501 Mississauga Road

Suite: 300,
Brampton, Ontario
L6Y 5G8

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") dated this day of

, 2024

BETWEEN: Corpwell Capital

Suite 300, Mississauga Road,
Brampton, Ontario.
OR THE FIRST PARTY
(the " Information Provider ")

- AND -

(the " Reciepient") OR THE SECOND PARTY

BACKGROUND:
A. The Information Provider and the Recipient desire to enter into a confidentiality agreement
with regard to: The Confidential Information may be used by recipient for the purpose of
understanding the Menu & Recipes for providing the pricing from their vendors (the
"Permitted Purpose").
B. In connection with the Permitted Purpose, the Recipient will receive certain
confidential information (the 'Confidential Information').

IN CONSIDERATION OF and as a condition of the Information Provider providing the Confidential

Information to the Recipient in addition to other valuable consideration, the receipt and sufficiency of
which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

Confidential Information
1. All written and oral information and materials disclosed or provided by the Information
Provider to the Recipient under this Agreement constitute Confidential Information regardless
of whether such information was provided before or after the date of this Agreement or how it
was provided to the Recipient.

CAN: +1 (905) 707 9000

IND:+91 98559-56666
UAE: +971-4542-4800
info@corpwellcapital.com Page |1
 15416078 CANADA INC.
8501 Mississauga Road
Suite: 300,
Brampton, Ontario
L6Y 5G8

2. 'Confidential Information' means all data and information relating to the product or products
of the Information Provider as well as all data and information relating to the Information
Provider, including but not limited to, the following:

a. 'Business Operations' which includes internal personnel and financial information of

the Information Provider, vendor names and other vendor information (including
vendor characteristics, services and agreements), purchasing and internal cost
information, internal services and operational manuals, external business contacts
including those stored on social media accounts or other similar platforms or
databases operated by the Information Provider, and the manner and methods of
conducting the Information Provider's business;

b. 'Product Information' which includes all specifications for products of the

Information Provider as well as work product resulting from or related to work or
projects of the Information Provider, of any type or form in any stage of actual or
anticipated research and development;

c. 'Production Processes' which includes processes used in the creation, production and
manufacturing of the work product of the Information Provider, including but not
limited to, formulas, patterns, models, methods, techniques, specifications, processes,
procedures, equipment, devices, programs, and designs;

d. 'Service Information' which includes all data and information relating to the
services provided by the Information Provider, including but not limited to,
plans, schedules, manpower, inspection, and training information; and

e. Confidential Information will also include any information that has been disclosed
by a third party to the Information Provider and is protected by a non-disclosure
agreement entered into between the third party and the Information Provider.

3. Confidential Information will not include the following information:

a. Information that is generally known in the industry of the Information Provider;

b. Information that is now or subsequently becomes generally available to the public
through no wrongful act of the Recipient;

CAN: +1 (905) 707 9000

IND:+91 98559-56666
UAE: +971-4542-4800
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 15416078 CANADA INC.
8501 Mississauga Road
Suite: 300,
Brampton, Ontario
L6Y 5G8

c. Information rightly in the possession of the Recipient prior to the disclosure to

the Recipient by the Information Provider;
d. Information that is independently created by the Recipient without direct or indirect
use of the Confidential Information; or

e. Information that the Recipient rightfully obtains from a third party who has the
right to transfer or disclose it.

4. Except as otherwise provided in this Agreement, the Confidential Information will remain the
exclusive property of the Information Provider and will only be used by the Recipient for the
Permitted Purpose. The Recipient will not use the Confidential Information for any purpose
that might be directly or indirectly detrimental to the Information Provider or any associated
affiliates or subsidiaries.

5. The obligations to ensure and protect the confidentiality of the Confidential Information
imposed on the Recipient in this Agreement and any obligations to provide notice under this
Agreement will survive the expiration or termination, as the case may be, of this Agreement
and those obligations will last indefinitely.

6. The Recipient may disclose any of the Confidential Information:

a. to such employees, agents, representatives and advisors of the Recipient that have a
need to know for the Permitted Purpose provided that:
i. the Recipient has informed such personnel of the confidential nature of
the Confidential Information;
ii. such personnel agree to be legally bound to the same burdens of non-
disclosure and non-use as the Recipient;
iii. the Recipient agrees to take all necessary steps to ensure that the terms of
this Agreement are not violated by such personnel; and
iv. the Recipient agrees to be responsible for and indemnify the Information
Provider for any breach of this Agreement by their personnel.
b. to a third party where the Information Provider has consented in writing to
such disclosure; and
c. to the extent required by law or by the request or requirement of any judicial,
legislative, administrative or other governmental body.

CAN: +1 (905) 707 9000

IND:+91 98559-56666
UAE: +971-4542-4800
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 15416078 CANADA INC.
8501 Mississauga Road
Suite: 300,
Brampton, Ontario
L6Y 5G8

7. The Recipient agrees to retain all Confidential Information at their usual place of business
and to store all Confidential Information separate from other information and documents
held in the same location. Further, the Confidential Information may not be used,
reproduced, transformed, or stored on a computer or device that is accessible to persons to
whom disclosure may not be made, as set out in this Agreement.

Ownership and Title

8. Nothing contained in this Agreement will grant to or create in the Recipient, either
expressly or impliedly, any right, title, interest or license in or to the intellectual property of
the Information Provider.

Remedies

9. The Recipient agrees and acknowledges that the Confidential Information is of a

proprietary and confidential nature and that any disclosure of the Confidential Information to
a third party in breach of this Agreement cannot be reasonably or adequately compensated
for in money damages and would cause irreparable injury to the Information Provider.
Accordingly, the Recipient agrees that the Information Provider is entitled to, in addition to
all other rights and remedies available to it at law or in equity, an injunction restraining the
Recipient and any agents of the Recipient, from directly or indirectly committing or engaging
in any act restricted by this Agreement in relation to the Confidential Information.

Return of Confidential Information

10. The Recipient will keep track of all Confidential Information provided to them and the
location of such information. The Information Provider may at any time request the return of
all Confidential Information from the Recipient. Upon the request of the Information
Provider, or in the event that the Recipient ceases to require use of the Confidential
Information, or upon the expiration or termination of this Agreement, the Recipient will:

a. return all Confidential Information to the Information Provider and will not retain
any copies of this information;

CAN: +1 (905) 707 9000

IND:+91 98559-56666
UAE: +971-4542-4800
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 15416078 CANADA INC.
8501 Mississauga Road
Suite: 300,
Brampton, Ontario
L6Y 5G8

b. destroy or have destroyed all memoranda, notes, reports and other works based
on or derived from the Recipient's review of the confidential information; and

provide a certificate to the Information Provider that such materials have been destroyed
or returned, as the case may be. Notices

11. In the event that the Recipient is required in a civil, criminal or regulatory proceeding to
disclose any part of the Confidential Information, the Recipient will give to the Information
Provider prompt written notice of such request so the Information Provider may seek an
appropriate remedy or alternatively to waive the Recipient's compliance with the provisions
of this Agreement in regards to the request.

12. If the Recipient loses or makes unauthorized disclosure of any of the Confidential
Information, the Recipient will immediately notify the Information Provider and take all
reasonable steps necessary to retrieve the lost or improperly disclosed Confidential
Information.

13. Any notices or delivery required in this Agreement will be deemed completed when hand-
delivered, delivered by agent, or seven (7) days after being placed in the post, postage
prepaid, to the parties at the addresses contained in this Agreement or as the parties may later
designate in writing.
14. The addresses for any notice to be delivered to any of the parties to this Agreement
are as follows:

CAN: +1 (905) 707 9000

IND:+91 98559-56666
UAE: +971-4542-4800
info@corpwellcapital.com Page |5
 15416078 CANADA INC.
8501 Mississauga Road
Suite: 300,
Brampton, Ontario
L6Y 5G8

PARTY A:
Corpwell Capital
Suite 300, Mississauga Road,
Brampton, Ontario.
PARTY B:
_________________________
_________________________
_________________________
_________
Representations

15. In providing the Confidential Information, the Information Provider makes no

representations, either expressly or impliedly as to its adequacy, sufficiency, completeness,
correctness or its lack of defect of any kind, including any patent or trade-mark infringement
that may result from the use of such information.

Termination
16. Either party may terminate this Agreement by providing written notice to the other party.
Except as otherwise provided in this Agreement, all rights and obligations under this
Agreement will terminate at that time.
Assignment
17. Except where a party has changed its corporate name or merged with another corporation,
this Agreement may not be assigned or otherwise transferred by either party in whole or part
without the prior written consent of the other party to this Agreement.

Amendments
18. This Agreement may only be amended or modified by a written instrument executed by both
the Information Provider and the Recipient.

Governing Law
19. This Agreement will be construed in accordance with and governed by the laws of the
Province of British Columbia.

General Provisions
20. Time is of the essence in this Agreement.

CAN: +1 (905) 707 9000

IND:+91 98559-56666
UAE: +971-4542-4800
info@corpwellcapital.com Page |6
 15416078 CANADA INC.
8501 Mississauga Road
Suite: 300,
Brampton, Ontario
L6Y 5G8

21. This Agreement may be executed in counterpart.

22. Headings are inserted for the convenience of the parties only and are not to be considered
when interpreting this Agreement. Words in the singular mean and include the plural and
vice versa. Words in the masculine mean and include the feminine and vice versa.

23. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be
read and construed independently of each other. If any part of this Agreement is held to be
invalid, this invalidity will not affect the operation of any other part of this Agreement.

24. The Recipient is liable for all costs, expenses and expenditures including, and without
limitation, the complete legal costs incurred by the Information Provider in enforcing this
Agreement as a result of any default of this Agreement by the Recipient.

25. The Information Provider and the Recipient acknowledge that this Agreement is reasonable,
valid and enforceable. However, if a court of competent jurisdiction finds any of the
provisions of this Agreement to be too broad to be enforceable, it is the intention of the
Information Provider and the Recipient that such provision be reduced in scope by the court
only to the extent deemed necessary by that court to render the provision reasonable and
enforceable, bearing in mind that it
is the intention of the Recipient to give the Information Provider the broadest possible
protection against disclosure of the Confidential Information?

26. No failure or delay by the Information Provider in exercising any power, right or
privilege provided in this Agreement will operate as a waiver, nor will any single or
partial exercise of such rights, powers or privileges preclude any further exercise of them
or the exercise of any other right, power or privilege provided in this Agreement.

27. This Agreement will inure to the benefit of and be binding upon the respective heirs,
executors, administrators, successors and assigns, as the case may be, of the Information
Provider and the Recipient.

28. This Agreement constitutes the entire agreement between the parties and there are no
further items or provisions, either oral or otherwise.

CAN: +1 (905) 707 9000

IND:+91 98559-56666
UAE: +971-4542-4800
info@corpwellcapital.com Page |7
 15416078 CANADA INC.
8501 Mississauga Road
Suite: 300,
Brampton, Ontario
L6Y 5G8

IN WITNESS WHEREOF Corpwell Capital (15416078 Canada Inc.) Canada and

have duly affixed their signatures under hand and seal
day of , 2024.
.

Per: (Seal)

Per: (Seal)

CAN: +1 (905) 707 9000

IND:+91 98559-56666
UAE: +971-4542-4800
info@corpwellcapital.com Page |8