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NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made on 09 May 2017

BETWEEN

Westlion Limited whose principal place of business is at Building No. 49, 01-North Legon, Accra, Ghana
(the westlion);

AND

GBS Associates (Pty)Ltd,whose principal place of business is 710 B Moreletapark, Pretoria, South
Africa (the Facilitator).

Separately referred to as a Party and collectively as the Parties.

AGREED TERMS

1. The Parties agree to disclose to each other certain confidential information for the purpose of
a delivering trainings in agreed disciplines to individuals, corporations and governments (the
"Permitted Purpose).

2. For the purposes of this Agreement:

a) Confidential Information means all information, know-how, experience and

materials, whether technical, commercial, financial or otherwise, relating to the
Permitted Purpose, and any information which in the circumstances in which it is
made available to the Party in question, ought to be treated as confidential and
whether in written, oral, machine readable or any other form and including any
copies, and whether received before or after the date of this Agreement;

3. In consideration of the mutual disclosure of Confidential Information, the Parties undertake:

a) to hold the Confidential Information in confidence;

b) to apply the same security measures and degree of care to Confidential Information
as the Parties apply to their own confidential information, which the Parties warrant
as providing adequate protection from unauthorised disclosure, copying or use.

Westlion Limited, Building No. 49, 01-North Legon, Accra, Ghana #makeithappen 1
www.westliongroup.com
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c) not to disclose, publish or communicate the Confidential Information to any third
party without prior written permission from the information providing Party;

d) to use the Confidential Information only for the Permitted Purpose; and

e) to abide by the other terms set out in this Agreement.

4. Parties may only disclose the Confidential Information (save to the extent that the information
providing Party has given its prior written consent):

a) to those of its employees, officers or agents who need to know the same for the
Permitted Purpose on the basis that such employees, officers and agents will keep the
same confidential on the terms of this Agreement;

b) to professional providers or consultants engaged to advise in connection with the

Permitted Purpose;

c) as required by law or by any regulation or similar provision.

The Parties shall ensure that those employees, officers, agents and professional providers or
consultants to whom it discloses Confidential Information understand that they are bound by
the obligations of confidentiality in this Agreement. Any breach of any of the terms of this
Agreement by any such person or any other person to whom the Confidential Information is
disclosed by a Party will be treated as if that Party had committed the breach.

5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by the
Parties, regardless of the way or form in which it is disclosed or recorded, but the restrictions
on use or disclosure of the Confidential Information will not apply to:

a) any information which is generally available to the public (provided that this has not
happened because of a breach of this Agreement or any other duty of confidentiality
between the parties);

b) any information which the Parties possessed prior to disclosure, as evidenced by the
production of the appropriate documents from its files;

c) any information independently originated by or acquired by a Party from a third party

without restriction or breach of this Agreement;

d) any information which has to be disclosed due to legal, judicial or regulatory

obligations.

Westlion Limited, Building No. 49, 01-North Legon, Accra, Ghana #makeithappen 2
www.westliongroup.com
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6. The Parties shall not at any time prior to the expiration of one (1) year from the date of this
Agreement, without the prior written consent of the information providing Party, which
consent that Party may withhold in its sole discretion:

a) attempt in any manner to deal directly or indirectly in any manner with any of the
contact persons or other individuals or companies related to the Permitted Purpose including
by having any part of or deriving any benefit from the Permitted Purpose or any aspect
thereof; or

b) by-pass, compete, avoid, circumvent, or attempt to circumvent the information

provider relative to Permitted Purpose including by utilizing any of the Confidential
Information or by otherwise exploiting or deriving any benefit from the Confidential
Information. The Confidential Information shall remain the sole property of the information
providing Party.

The Parties may, at any time, by written request that the other Party return, destroy or delete
(in such a manner that it cannot be recovered) all Confidential Information (including all
copies) in its possession or control.

7. In the event of breach or threatened breach or intended breach of this Agreement by a Party,
in addition to any other rights and remedies available to the Provider at law or in equity, the
other Party shall be entitled to preliminary and final injunctions, restraining such breach or
threatened breach or intended breach.

8. All copyright and other intellectual property rights in and relating to the Confidential
Information and belonging to the Provider will remain the property of the information
providing Party.

9. The parties make no representation or warranty (express or implied) as to the accuracy or

completeness of the Confidential Information.

10. Subject to clause 4, each Party shall keep confidential and not disclose to anyone this
Agreement without the prior written permission of the other party.

11. If any provision of this Agreement is held by any court or competent authority to be void or
unenforceable in whole or in part, the other provisions of this Agreement and the remainder
of the unaffected provisions shall continue to be valid.

12. This Agreement, including any and all rights and obligations of the parties hereunder may be
terminated by either party at any time without formality, subject to 14 days notice to the
other Party.
Westlion Limited, Building No. 49, 01-North Legon, Accra, Ghana #makeithappen 3
www.westliongroup.com
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13. The expiry or early termination of this Agreement shall not discharge the Parties from
compliance with the provisions of clauses 3 and 4 and 6 of this Agreement concerning the use
and protection of Confidential Information received before the date of expiry or termination
of the Agreement, and the obligations set forth in such provisions shall remain in effect for a
term of one (1) year from the date of signing this Agreement.

14. The Parties agree that this Agreement shall be governed and construed in accordance with
the laws of the Republic of Ghana, and the parties shall submit to the non-exclusive
jurisdiction of the Ghanaian courts.

This Agreement has been entered into on the date first written above.

Signature .... Name: .

for and on behalf of Westlion Limited Job Title:
Date: ..

Signature . Name: JG Stoltz

for and on behalf of Facilitator Job Title: Director
Date: 09 May 2017

Westlion Limited, Building No. 49, 01-North Legon, Accra, Ghana #makeithappen 4
www.westliongroup.com