NON DISCLOSURE AGREEMENT

THIS NON DISCLOSURE AGREEMENT (Agreement), made as of this .

day of .. 2016

by and between

. a company incorporated under the Companies Act, PV .., having

its Registered Office at , Sri Lanka (hereinafter referred to as "The
Company ", a business engaged in providing volunteering services across various
platforms, which expression shall, unless repugnant to the meaning or context
thereof, include its directors successors and permitted assigns) of the First Part;

AND

a company incorporated under the Companies Act ______________,

having its Registered Office at .., (a company facilitating
, herein referred to as Service Provider, which expression shall,
unless repugnant to the context, include its successors and permitted assigns) of
the Second Part;

The Company and Service Provider may be referred to herein individually as a

Party and collectively as the Parties.

WHEREAS data, information, technical know-how shall be provided to the Service

Provider for a defined period starting upon the execution of this agreement and
ending no later than .. for the purpose of executing the said tasks
hereinafter referred to as The Project. If any conflict exists between the terms of
this agreement and any prior agreement in terms of this agreement shall govern

NOW, THEREFORE, in consideration of the premises set forth herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:

1. All information, in any form, supplied to one Party (the Receiving Party) by,
or at the direction of, the other Party (the Furnishing Party) relating to the
Project, including any copies, excerpts, summaries, documents, resolutions,
technical write-ups, analyses or notes thereof generated by the Receiving
Party (collectively, the Information), will be treated as confidential as
provided in this Agreement.

Page 1 of 5
2. The Receiving Party acknowledges that Information may be stored in printed
orelectromagnetic forms and may be furnished to it by the Furnishing Party or
at the direction of the Furnishing Party. Information may relate to, among
other things, the Furnishing Partys business relationships, methods of
transacting business, current or future cost or pricing information, the
Furnishing Partys customers, sub-contractors and dealers, the Furnishing
Partys operational and data processing capabilities, systems, software and
hardware and the documentation thereof, and the terms or conditions of this
Agreement or the Transaction.

3. For purposes hereof, Information shall not include:

a. information in the public domain at the time that it was provided by
the Furnishing Party or which subsequently came into the public
domain other than as a result of breach of this Agreement;
b. information obtained from a third Party unaffiliated with the Furnishing
Party (provided such Party was not bound by confidentiality
agreements with the Furnishing Party);
c. information independently developed by the Receiving Party without
reference to the Information; or
d. information in the possession of the Receiving Party prior to its
disclosure by the Furnishing Party to the Receiving Party.

4. All Information:
a. shall remain the property of the Furnishing Party;
b. shall be treated as confidential by the Receiving Party, taking such
action as shall be necessary or desirable to preserve and protect the
confidentiality of the Information and in any event using means not
less than those used to protect its own confidential information;
c. shall be used solely for purposes of The Project as provided in this
Agreement, and for no other purpose; and
d. shall not be disclosed to any Party, other than the Receiving Party and
such of its officers, directors, employees, financial advisors,
accountants or attorneys as are strictly necessary to execute The
Project on a need to know basis (each an Authorized Person),
without the Furnishing Partys prior written consent. The Receiving
Party shall implement appropriate administrative, technical and
physical safeguards, including without limitation, those set forth in any
security policy distributed by the Furnishing Party from time to time, to
protect the security, confidentiality and integrity of the Information,
such safeguards to be designed to ensure the security and
confidentiality of the Information, protect against any anticipated
threats or hazards to the security or integrity of the Information and
protect against unauthorized access to or use of the Information. In the
event that the Receiving Party or any of its Authorized Persons
becomes legally compelled (including, without limitation, by law, rule,

Page 2 of 5
 regulation, stock exchange or governmental regulatory or
administrative or similar agency as part of a judicial or administrative
proceeding (including, without limitation, by deposition, interrogatory,
request for information or documents, summons, civil or criminal
investigative demand or otherwise)) to disclose any of the Information,
the Receiving Party shall provide the Furnishing Party with immediate
written notice of such requirement so that the Furnishing Party may
seek a protective order or other appropriate remedy or waive
compliance with this paragraph.

5. Neither Party (including Affiliates of such Party) will attempt, directly or

indirectly, to contact or negotiate with a Confidential Source or make use of
any confidential information of the other Party, except through such other
Party or with the express written consent of such other Party after having
entered into an agreement with such other Party only in respect of the
information disclosed via this NDA and in relation to the specific assignment.
The Parties or their Affiliates shall not contact, deal with, or otherwise
become involved in any like transaction with any corporation, partnership,
individual, bank, trust, lending institution which has been introduced by the
other Party without the permission of the introducing Party. Any violation of
this covenant shall be deemed an attempt to circumvent such other Party,
and the Party so violating this covenant shall be liable for damages in favor of
the circumvented Party. For avoidance of doubt, this Clause 5 shall not be
applicable in respect of any introduction of corporation, partnership,
individual, bank, trust, lending institution which the other party already has
previous negotiation or correspondences.

6. The Parties each recognize that a breach of this Agreement may cause
irreparable harm to the other Party and that actual damages may be difficult
to ascertain and in any event may be inadequate. Accordingly, the Parties
agree that in the event of such breach, the injured Party may be entitled to
injunctive relief in addition to such other legal or equitable remedies as may
be available.

7. Prior to disclosing the Information, the Receiving Party shall require each
person who receives the Information to be cognizant of and to comply with
the terms and conditions of this Agreement. The Receiving Party is authorized
to share Information with its Affiliates; however, if any Affiliate of the
Receiving Party receives Information, such Affiliate shall be responsible for
compliance with the terms and conditions of this Agreement and the
Receiving Party shall also be responsible and liable for compliance by its
Affiliate(s).

Page 3 of 5
8. The Parties reserve the right to limit access to their respective premises,
facilities, equipment, contractors, data and other materials, information and
personnel. All representatives of the Receiving Party and anyone acting on its
behalf shall comply with all of the Furnishing Partys applicable security
regulations to the extent disclosed to the Receiving Party in writing.

9. Neither Party will use or permit the use of the other Partys names, logos,
trademarks or other identifying data, or otherwise discuss or make reference
to such other Party, in any notices to third Parties, any promotional or
marketing material or in any press release or other public announcement or
advertisement, however characterized, without such other Partys prior
written consent.

10.The contact persons for communication of Confidential Information here

under are at the sole discretion of the Parties hereto. Neither Party shall
disclose Confidential Information to any person not eligible to be privy to such
information.

11.The provisions of this Agreement relating to Confidential Information shall

remain in force and effect for a period of (03) three years from the effective
date of this Agreement, with the option to renew for an additional (02) two
years upon mutual consent in writing of the Parties to this Agreement.
However, the obligation of confidentiality of information shared under this
agreement shall continue to be in force and in effect.

12.Neither Party makes any representation or warranty, express or implied, with

respect to the accuracy or completeness of any Information provided
hereunder. Neither Party shall be liable to the other hereunder for amounts
representing loss of profits, loss of business or indirect, consequential nor
punitive damages of the other Party in connection with the provision or use
of Information hereunder except to the extent that such provision or use
constitutes a breach of this Agreement.

13.This Agreement shall terminate on the earlier to occur of:

Written notice given by either Party terminating review of the Project. Upon
termination, the Receiving Party shall, at its option and own expense, return
or destroy all Information, and no Information shall be stored by the Receiving
Party in any form. Within ten (10) days after the request of the Furnishing
Party, the Receiving Party shall certify in writing that all Information has been
so returned or destroyed. Notwithstanding the return or destruction of the
Information or the termination of this Agreement, the Parties shall continue to
be bound by their obligations of confidentiality as specified in Clause 12 here
stated above.

Page 4 of 5
 14.This Agreement constitutes the entire agreement between the Parties relating
to the subject matter hereof, and all prior agreements, understandings,
writings, or negotiations, whether written or oral, are hereby superseded. No
failure or delay by either Party in exercising its rights hereunder shall operate
as a waiver thereof. This Agreement may not be waived or amended except
by written agreement of both Parties.

15.If any provision of this Agreement is held to be invalid, void or unenforceable,

all other provisions shall remain valid and be enforced and construed as if
such invalid provision were never a part of this Agreement.

16.This Agreement shall be governed by, and construed in accordance with, the
laws of Sri Lanka excluding its conflicts of laws rules. Any dispute with regard
to this NDA shall be subject to the Jurisdiction of the Court of Sri Lanka.

17.Subject to the provisions hereunder, this Agreement in no way obligates the

Parties to enter into the proposed Project and nothing herein prevents either
Party from entering into a similar transaction with any third Party.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of

the ..2016.

[______________________________] [______________________________]

Name: Name:

Title: Title:

Page 5 of 5