NON DISCLOSURE AGREEMENT

BETWEEN:

CMC ENGINEERING SDN. BHD. (Company Number: 387302-W) is a company incorporated under the
laws of Malaysia and having its registered office at A6-3A, Jalan Selaman 1/1, Dataran Palma, Ampang
68000 Selangor Malaysia (hereinafter referred to as the "CMC");

AND

_______________ SDN BHD (Company Number:___________) is a company incorporated under the

laws of Malaysia and having its registered office at ____________ (hereinafter referred to as
“_______”).

CMC and ____ shall be hereinafter referred to separately as “Party” or jointly as “Parties”.

WHEREAS:-

(1) CMC is a Malaysian company specializes in turnkey services of engineering, procurement,

construction and commissioning (“EPCC”) for railway industry in particular but not limited to
systems technology and obtains the required licenses and capabilities to participate in projects
in accordance with Malaysian government procurement policy i.e Construction Industry
Development Board (“CIDB”) Malaysia G7, Pusat Khidmat Kontraktor (PKK) licenses and the local
content requirements. CMC owns valuable information of a secret and confidential nature
relating to the aforementioned (hereinafter referred to as the “CMC Product(s)”.

(2) _____ is a Malaysian company specializes in the manufacturing of the

___________________and owns valuable information of a secret and confidential nature
relating to the aforementioned (hereinafter referred to as the _____Product(s)").

(3) The CMC Products and _____ Products and shall be hereinafter collectively referred to as the
"Products”.

(4) The Parties wish to co-operate to pursue tenders in _______________________(hereinafter

referred to as the “Projects”). In order to allow the Parties to hold such discussions, the Parties
are prepared to disclose confidential information with a view to consider whether to co-operate
for the Projects.

(5) The Parties recognise that unauthorised disclosure or use of the confidential information
(hereinafter referred to as “Confidential Information”) could cause the Parties commercial
harm. Therefore, they are willing to enter into this Non-Disclosure Agreement (hereinafter
referred to as the “Agreement”) in accordance with the provisions of this Agreement.
(6) In this context, the Parties wish to protect and safeguard their respective proprietary rights in
respect of such confidential information and desire to define their respective rights and
obligations in relation thereto in this Agreement.

(7) The Party disclosing information shall hereinafter be referred to as the “Disclosing Party” and
the Party receiving such information shall be referred to as the “Receiving Party”.

IT IS AGREED as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

1.1 Under this Agreement, "Confidential Information" means any and all information whether
intangible or tangible form and other materials disclosed, furnished, communicated or supplied
by the Disclosing Party to the Receiving Party, its directors, officers, employees, representatives,
or agents (collectively referred to as “Representatives”). In addition to existence, content and
objectives of the present Agreement, any technical information or any information connected to
intellectual and/or industrial property rights of any kind and relating (in whole or in part) to
design, engineering, manufacture of the Products of each Party, any legal, financial, operational,
commercial, administrative, or any information disclosed by each Party, in any form (whether
oral, documentary, magnetic, electronic, graphic or digitalized) including, without limitation to,
status and capabilities of the business, marketing and planning programs, customer lists,
product specifications, plans, designs, drawings, photographs, circuits, calculations,
measurements, techniques, processes, or, in a general manner, any means of disclosure of such
Confidential Information, regarded or qualified as such by the Parties, or which would be
reasonably considered as such.

1.2 Any Confidential Information or data, in any form, transferred by one Party to the other Party,
shall be governed by this Agreement even if it is not specified.

1.3 Each Party undertakes to treat as confidential any Confidential Information which it obtains
from the other Party in connection with this Agreement, to use such information solely for the
purposes of the Projects, and to disclose such information only to the extent necessary for the
implementation of the Agreement. In accordance with any request received from the Disclosing
Party, the Receiving Party must destroy or return any confidential information received in
connection with this Agreement.
1.4 The recipient of Confidential Information shall exercise the same degree of care with respect to
the Disclosing Party’s Confidential Information as the recipient normally takes to safeguard and
preserve its own proprietary information, provided that in no event shall the degree of care be
less than a reasonable degree of care. Upon discovery of any prohibited use or disclosure, the
recipient of Confidential Information shall immediately notify the Disclosing Party in writing and
shall make its best efforts to prevent any further prohibited use or disclosure; however, such
remedial actions shall in no manner relieve the recipient’s obligations or liabilities for breach
hereunder.
 As used herein, the terms “Disclosing Party” and “Receiving Party” include any Affiliate (as
defined below) of such Party.

The term “Affiliate” means any company of which the managing body or the majority of the
share capital or voting rights is, directly or indirectly, controlled by a Party or a parent company
(up to the ultimate parent company) of such Party.

The term “Representative” means any director, officer, advisor, employee, agent or consultant
of a Party and/or any director, officer, advisor, auditor, employee, agent or consultant of an
Affiliate and that is not a competitor of the other Party.

The term "control" means the ownership, directly or indirectly, of more than fifty (50) percent of
the voting rights of a person, company or other legal entity or that otherwise has the power to
direct the policies and management of such person, company or legal entity.

2. OWNERSHIP

2.1 Neither Party shall have any obligation to communicate Confidential Information to the other.

2.2 Any Confidential Information, any copies and reproductions (in whole or in part) thereof
disclosed by the Disclosing Party to the Receiving Party hereunder remain the property of the
Disclosing Party and shall be returned or destroyed by request of the Disclosing Party as per
clause 1.3.

2.3 The property rights, including intellectual and/or industrial property rights, disclosed under this
Agreement shall remain the exclusive property of the Disclosing Party save for the property in of
respect of third party’s rights.

2.4 Any disclosure made under the present Agreement shall not be construed in any case as
granting to the Receiving Party any patent, copyright or design license, or rights of use of
industrial/ intellectual property rights, associated to the Confidential Information, which exist at
the date of the signature of this Agreement or will exist in the future.

3. USE AND NON-DISCLOSURE

3.1 Confidential Information disclosed by the Parties:

(a) shall only be used in connection with the Projects;

(b) shall not be used in any case for the manufacture or procurement of the Products or
components or parts thereof without the prior written consent of the other Party, and
 each Party shall ensure that any third party to whom it may disclose any such Confidential
Information does not so use it without the prior written consent of the other Party;

(c) shall not be used in any case for commercial purposes such as sales promotion of products
or services, or the improvement of Parties’ existing Products;

(d) shall not be used, reproduced or disclosed internally, except to employees of the Parties
who need to know such Confidential Information for the purpose of the Projects. In this
case, the Receiving Party shall have obtained the necessary secrecy, confidentiality, and
non-disclosure undertakings at least as stringent as the terms under this Agreement from
such employees prior to such disclosure or such giving access. Any breach of the
obligation of confidentiality contained in this Agreement by such employees shall be
treated as a breach of such obligations by the Receiving Party;

(e) shall be protected and kept confidential by the Receiving Party with the same degree of care
as the Receiving Party uses to protect and keep its own Confidential Information;

(f) shall not be disclosed, nor likely to be disclosed, directly or indirectly, to any third parties
other than those specifically agreed upon in writing between the Parties; and

(g) any copies and/or reproductions of the Confidential Information shall contain any and all
references to the relevant ownership rights and intellectual proprietary rights, as well as
any and all markings expressing the confidential nature of the copied Confidential
Information.

4 REPORTING UNAUTHORISED DISCLOSURE, MISAPPROPRIATION OR MISUSE OF CONFIDENTIAL

INFORMATION

The Receiving Party and its representatives shall immediately within three (3) days inform or
advice the Disclosing Party of any unauthorized use or disclosure, misappropriation or misuse by
any person of any Confidential Information upon the Receiving Party having notice or knowledge
of the same.

5 SCOPE AND APPLICATION

5.1 This Agreement shall apply to Confidential Information which may have been communicated by
one Party to the other prior to the date of this Agreement provided that it was communicated
for the Projects. The receiving Party which disclosed Confidential Information prior to the date
of the present Agreement shall identify such Confidential Information.

5.2 This Agreement shall not apply in respect of any part of the Confidential Information
communicated which:

(a) was already obtained in good faith by the Receiving Party prior to receipt hereof;

(b) was already in the public domain or became so through no fault of the Receiving Party;
 (c) was lawfully acquired by the Receiving Party from a third party having the right to
convey the Confidential Information to the Receiving Party without any existing
obligation of confidentiality not disclosed as the same;

(d) is independently developed by the Receiving Party;

(e) is approved for release by prior written authorization by the owner of the Confidential
Information; and

(f) is obliged to be produced (after notice of the Disclosing Party whenever it is possible)
under the applicable law or regulation including any order of a court jurisdiction. In any
circumstances to which this clause applies, the Receiving Party shall forthwith give
written notice to the Disclosing Party of the nature, extent and timing of the required
disclosure and shall consult with the Disclosing Party in respect thereof. If so required by
the Disclosing Party, the Receiving Party shall, at the disclosing Party’s expense, take
such lawful action as the Disclosing Party shall reasonably require to prevent or limit the
scope of any such disclosure as aforesaid and, at the Disclosing Party’s expense, shall
give all such assistance as the Disclosing Party shall reasonably require to enable the
Disclosing Party to prevent or limit the scope of any such disclosure.

(g) is required to be made to any investor or potential investor, financier or potential

financier in connection with (i) an investment or potential investment in, or (ii) funding
or potential funding for the Parties or its Affiliate and such investor or potential investor
or financier or potential financier, as the case may be, is bound by confidentiality
obligations, provided that (a) disclosure is restricted to the fact of the existence of
discussions between the Parties in respect of the Project and to particulars and
information in respect of the transactions or intended transactions between the Parties
relating to the Project including copies of any agreements or proposed agreements in
respect of such transactions; and (b) the Parties shall notify the Disclosing Party in
writing prior to any such disclosure being made;

5.3 Neither Party makes any warranty or representation (none is to be implied or relied upon by the
other party) as to the sufficiency or accuracy of its Confidential Information or the use thereof,
nor shall it incur any responsibility, liability or obligation by reason of the communication of the
same by it to the receiving Party hereunder.

5.4 Neither Party shall have any obligation to update, alter or add to any Confidential Information
previously provided after the date of this Agreement notwithstanding that such Confidential
Information may have subsequently become untrue, inaccurate, incomplete or misleading.

5.5 Neither Party shall have any liability of whatsoever nature in respect of the Confidential
Information or its provision to the other Party, whether by virtue of any purported representation
or warranty or otherwise. Furthermore, neither Party shall be liable to the other Party for loss of
contract or business opportunity, loss of profit, revenue or production, or for any indirect or
consequential loss or damage in connection with this Agreement or the Projects.
5.6 This Agreement shall not be construed as a partnership, joint venture or other such
arrangement; rather the parties expressly agree that this Agreement is for the purpose only of
protecting a disclosing Party's Confidential Information.

5.7 Every employee, director, officer, agent, consultant, legal and tax advisor, representative of the
Receiving Party and/or its Affiliates who is provided with any Confidential Information shall
personally undertake to be bound by and subject to the terms and conditions of this Agreement.
And shall execute a copy of the Personal Undertaking as attached in Appendix “A” herewith.

6. DURATION & TERMINATION

6.1 With the exception of clauses 5.2, 9 and 10, the provisions of this Agreement and the obligations
of the Parties under this Agreement shall continue in full force and effect for a period of five (5)
years from the date of signature of the Agreement, and this notwithstanding the return and/or
destruction of any Confidential Information by the Receiving Party and/or the termination of
discussions and negotiations in connection with the Projects.

6.2 Each party shall promptly upon request by the other at any time return to that other all copies
of the Confidential Information communicated to it hereunder together with all copies and
extracts made thereof.

6.3 Each Party may terminate this Agreement at any time by sending a registered letter with
acknowledgment of receipt to the other Party subject to a notice period of sixty (60) days.

6.4 The termination of this Agreement shall not relieve the Parties of their obligations as defined in
this Agreement regarding the use and protection of Confidential Information received prior to
the termination. The obligations defined in the present Agreement shall remain in force for the
period of two (2) years after the termination of the Agreement.

7. APPLICABLE LAW AND JURISDICTION

7.1 This Agreement shall be governed and interpreted in accordance with the laws of the Malaysia
excluding provisions on the conflict of laws to the fullest extent permitted by law. The Parties
hereto have requested that this Agreement be drafted in English.

7.2 Any dispute arising out of or in connection with this contract, including any question regarding
its existence, validity or termination, shall be referred to and finally resolved by arbitration in
Kuala Lumpur in accordance to the Rules of the Kuala Lumpur Regional Centre for Arbitration
(“KLRCA”) for the time being in force, which rules are deemed to be incorporated by reference
in this clause. The seat of the arbitration shall be in Kuala Lumpur. The Tribunal shall consist of
one arbitrator. The language of the arbitration shall be English. Any decision of the arbitrator
shall be final and binding upon the Parties, their successors and assigns and may be entered by
the Courts of Malaysia and for execution forthwith. Both parties, their successors and assigns
shall carry out all awards without delay and shall comply in good faith with such decision. Each
Party shall bear its own expenses and attorneys’ fees in connection with the arbitration.
8. REMEDIES

The Receiving Party acknowledges and agrees that any breach of this Agreement is likely to
cause substantial harm to the Disclosing Party which may not be capable of remedy by the
payment of damages and, accordingly, in addition to all other rights and remedies that the
Disclosing Party may be entitled to as a matter of law, the Disclosing Party shall be entitled to
the remedies of injunction, specific performance and other similar remedies or equitable relief
to the fullest extent permitted by law for any threatened or actual breach by the Receiving Party
of the provisions of this Agreement and no proof of special damages will be required for the
enforcement of such entitlement.

9. DAMAGES

Neither Party shall be entitled to any consequential or indirect damages or loss of profits,
revenues, business, contract, income or production, as a result of any breach of this Agreement,
regardless of whether a claim is asserted under contract, tort or other theory.

10. NOTICES

10.1 Any notice or communication required or desired to be given by one Party to the other
hereunder shall be addressed to the parties at the addresses set out herein and shall be
considered as delivered when postmarked if dispatched by registered mail or when received in
all other cases.

10.2 All such notices or communications to be given pursuant to this Agreement shall be sent to:

(a) if to CMC ENGINEERING SDN. BHD :

A6-3A, Jalan Selaman 1/1

Dataran Palma, Ampang
68000 Selangor Malaysia

(b) if to ______________ SDN BHD :

(Address)

10.3 No consent, waiver or agreement by a Party to any act or thing hereunder shall be of any force
or effect unless it is signed by and on behalf of such Party.

10.4 Each party shall notify the other party of any change of address seven (7) days prior to such
taking effect.
11. INDEMNITY

11.1 In the event that a Party fails to perform its obligations under this Agreement or in accordance
with applicable law (a “Default”) such Party undertakes and agrees to indemnify, defend, and
hold harmless the other Party and/or its Affiliates from and against any and all claims damages,
or other liability to the extent caused by such Default. However, a Party shall not be required to
so indemnify, defend, or hold harmless the other Party to the extent of its own Default or that
of its Affiliates.

11.2 Each Party shall use commercially reasonable efforts to mitigate its and its Affiliates’ loss or
damage in the event of the other Party’s Default under this Agreement.

11.3 Each Party shall be liable for the breach of the terms or conditions of this Agreement by its
Representative(s).

12. OTHER AGREEMENTS

Neither the furnishing of Confidential Information hereunder or anything else in this Agreement
shall obligate either Party to enter into any further agreement or negotiation or to refrain from
entering into an agreement or negotiation with any other party. Nothing in this Agreement shall
be construed or implied to obligate either Party to furnish any specific type of information to the
other Party. In addition, this Agreement is intended to facilitate the exchange of information
between the Parties and is not intended to be and shall not be construed to create, give effect
to or otherwise imply (i) a teaming agreement, joint venture association, partnership,
consortium, or other formal business organization or agency arrangement of any kind or (ii) any
obligation or commitment on either party to submit a proposal or to enter into a further
contract or business relationship with the other party.

13. SEVERABILITY

Should a provision (or part thereof) contained herein judged as invalid, illegal or somehow non-
enforceable, the validity, legality and the enforceable nature of other provisions contained
herein shall not be affected. The Parties agree to replace such provision with an equivalent and
legally enforceable one.

14. SIGNATURE

Each of the Parties has caused this Agreement to be signed by its duly authorized
representatives. This Agreement may be signed in separate counterparts, and each counterpart,
once signed and delivered, is deemed to be an original; however, all of the counterparts shall
constitute one single instrument.

15. RETURN OF CONFIDENTIAL INFORMATION

Upon written request by the Disclosing Party and in any event upon expiration of this
Agreement, the Receiving Party shall return all tangible forms and destroy/delete all intangible
 forms (including, but not limited to, information on magnetic media) of Confidential Information
(including any and all copies thereof) in its possession, within a reasonable period prescribed by
the Disclosing Party. The Receiving Party shall be permitted to retain one copy of the
Confidential Information (i) if, to the extent and as long as required by law, regulation,
administrative or court order and (ii) only as electronic data stored on magnetic media due to
automatic archiving and back up procedures (“Retained Information”). Such Retained
Information will need to be treated in accordance with the terms and conditions of this
Agreement. Upon written request by the Disclosing Party, the Receiving Party shall provide to
the Disclosing Party or shall cause to be provided to the Disclosing Party a written confirmation
executed by a duly authorized officer of the Receiving Party that all copies or any portion of the
Confidential Information have been returned or destroyed. That portion of Confidential
Information which is incorporated in analyses, compilations, studies or other documents
prepared by the Receiving Party or its Representatives shall either be destroyed or be
permanently kept strictly confidential in accordance with the terms and conditions of this
Agreement. Any Confidential Information that is not returned or destroyed, including without
limitation any oral Confidential Information, shall remain subject to the confidentiality
obligations set out in this Agreement.

16. MISCELLANEOUS

16.1 The Parties shall in no case assign or transfer any rights conferred under this Agreement.

16.2 This Agreement cancels and replaces any prior drafts, agreements, undertakings, negotiations
whether oral or written between the Parties related to Confidential Information and shall
constitute the entire agreement between the Parties relating to such Confidential Information.

16.3 If any term or provision of this Agreement shall be held to be illegal or unenforceable in whole
or in part, under any applicable enactment or rule of law, such term or provision or part thereof
shall to that extent be deemed not to form part of this Agreement, but the enforceability of the
remainder of this Agreement shall not be affected.

16.4 Neither Party shall, without the prior written consent of the other Party, make any statement,
public announcement or release to trade publications or the press with respect to the Projects
except as may be necessary, in the opinion of such Party’s counsel, to comply with the
requirements of any law, governmental order or regulation, in which case such Party shall
provide advance notice of such disclosure to the other Party.

16.5 No Confidential Information, and no other documents made available by the disclosing Party or
its representatives to the Receiving Party in connection with the Project, whether prior to or
after the date of this Agreement, shall form the basis of any contract to which the Receiving
Party or any other person may become party.

(This section of the page was intentionally left blank)

Executed as an agreement on ___ day of ___________2017 in two (2) original copies, each to the
Parties.

Executed by CMC ENGINEERING SDN. BHD.

(Company No. 387302-W)

____________________________________
HAZWAN ALIF ABDUL RAHMAN
Chief Executive Officer

Witnessed thereof by:-

____________________________________
NOOR LIYANA BINTI AHMAD MARZUKI
Head of Legal
CMC Engineering Sdn. Bhd.

Executed by___________________
(Company No. ___________)

_________________________________
Name:
Designation:

Witnessed thereof by:-

_________________________________
Name:
Designation:
 APPENDIX A

PERSONAL UNDERTAKING

I, the undersigned, under the employment or direction of _______________ hereby undertake and
confirm that I have read and understood all the terms and conditions of the Confidentiality Agreement
dated _____________ between ________________ SDN BHD (Company No.: _____________ ) and
_______________ (the “Agreement”) and agree to be personally bound by the terms and conditions
thereof.

In particular I undertake that, with respect to the Confidential Information, which will be given to me in
the course of or in the context of the Services, I will fulfil all the confidentiality obligations contemplated
in the Agreement as if each and every one of the confidentiality obligations is applicable to me
personally and I hereby agree to be personally liable for my breach of the confidentiality obligations.

I also undertake that I will be bound by these confidentiality undertakings beyond the time period of the
services/Project and beyond the term of my employment relationship with (______________) or until
such Confidential Information has entered into public domain other than by breach of this undertaking.

Signature:

Name:

Designation:

Address:

Date: