1

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

The Buyer whose details are as follows (Party 1)

Company Name:
Registration Number:
Physical Address:
Country:
Name of Duly
authorised person:
Passport or ID Number:
Mobile:
Email:

AND

Party 2: Whose Details are as follows

Company Name:
Registration Number:
Physical Address:
Country:
Name of Duly
authorised person:
Passport or ID No:
Mobile Number:
Email:

Party1: Party2: Party4:

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THE PARTIES AGREE AS FOLLOWS:

1 INTRODUCTION

This Agreement is made and entered into between:

Party1:

Party2:

RECORDALS

2.1 The Parties have entered into discussion with each other regarding the possibility of working
together on the supply of chrome lumpy concentrate or rom.

2.2 The Parties have and/or will furnish Confidential Information to each other, subject to the
terms and conditions of this Agreement.

2.3 The Receiving Party agrees to receive Confidential Information from the Disclosing Party on
the terms and conditions of this Agreement recognising that the Confidential Information is
a sensitive, valuable, special and unique asset proprietary to the Disclosing Party and any
disclosure or leakage thereof in breach of this Agreement could materially affect the
business of the Disclosing Party and that it could incur irreparable loss, harm and damage
and significant consequential, indirect and special damages.

2.4 Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against
any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing
Party pursuant to a breach by the Receiving Party of the provisions of this Agreement.

The terms of this recordal will be read together with and form part of the substantive terms of this
Agreement

3 DEFINITIONS AND INTERPRETATION

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3.1 Definitions

In this Agreement and the Recitals, unless clearly inconsistent with or otherwise indicated by the
context:

3.1.1 "Affiliate" means, in relation to any legal entity, any Holding Company or Subsidiary of such
legal entity and any Subsidiary of a Holding Company of such legal entity and “Affiliates” shall have a
corresponding meaning;

3.1.2 "Agreement" means the agreement set out in this document and the appendices hereto;

3.1.3 "Business Day" means any day other than a Saturday, Sunday or public holiday in the
Republic of South Africa and “Business Days” shall have a corresponding meaning;

3.1.4 "Companies Act" means the Companies Act, as amended, and includes any other Act
substituting or replacing the aforesaid Act;

3.1.5 "Confidential Information" means all information or data disclosed under and/or pursuant to
the Transaction, whether communicated orally, electronically or in writing, by the Disclosing Party or
any of the representatives of the Disclosing Party or any client of the Disclosing Party to the
Receiving Party or any of the representatives of the Receiving Party and shall include, but not be
limited to:

3.1.5.1 any information related to the business of the Disclosing Party or any of its Affiliates; and

3.1.5.2 all information related to the Transaction, including, without limitation, information
contained in any proposal, agreement, internal document of the Disclosing Party discussing the
nature of its business(es), operations, processes, intentions, product information, know-how, trade
secrets, software, market opportunities, customers and business affairs, but excluding the Excluded
Information.

3.1.6 "Date of Signature" means the date of signature of the last Party signing this Agreement;

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3.1.7 "Excluded Information" means any information or data which:

3.1.7.1 is or becomes part of the public domain without breach of this Agreement by the Receiving
Party;

3.1.7.2 the Receiving Party can show:

3.1.7.2.1 was in its possession or known to it by being in use or being recorded in its files or
computers or other recording media prior to receipt from the Disclosing Party and was not
previously acquired by the Receiving Party from the Disclosing Party under any obligation of
confidence;

3.1.7.2.2 to have been independently developed by or for the Receiving Party at any time by
persons who had no access to the information disclosed to it by the Disclosing Party;

3.1.7.2.3 which is hereafter disclosed or made available to the Receiving Party from a source
other than the Disclosing Party without breach by the Receiving Party or such source of any
obligation of confidentiality or non-use towards the Disclosing Party;

3.1.7.2.4 which is hereafter made generally available by the Disclosing Party or a third party or
is disclosed by the Disclosing Party or a third party without restriction on disclosure or use, including,
but not limited to, by way of the publication of any financial records; or

3.1.7.2.5 which is disclosed by the Receiving Party with the prior written approval of the
Disclosing Party;

3.1.8 "the Disclosing Party" means the Party disclosing its Confidential Information to the other
Party in terms of this Agreement;

3.1.9 "the Disclosing Party’s Group" means the Disclosing Party and all of its Affiliates;

3.1.10 “Holding Company” means a holding company as defined in the Companies Act;

3.1.11 "Parties" means, and “Party” shall mean either one of them as the context may indicate;

3.1.12 “the Projects”

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3.1.13 "the Receiving Party" means the Party receiving Confidential Information from the other
Party in terms of this Agreement;

3.1.14 "the Receiving Party’s Group" means the Receiving Party and all of its Affiliates;

3.1.15 "Subsidiary" means a subsidiary company as defined in the Companies Act;

3.1.16 "VAT" means value-added tax levied in terms of the Value-added Tax Act, as amended.

3.2 Interpretation

3.2.1 In this Agreement and the Recitals, unless clearly inconsistent with or otherwise indicated by
the context –

3.2.1.1 any reference to the singular includes the plural and vice versa;

3.2.1.2 any reference to natural persons includes legal persons and vice versa; and

3.2.1.3 any reference to a gender includes the other genders.

3.3 Where appropriate, meanings ascribed to defined words and expressions in clause 3.1, shall
impose substantive obligations on the Parties.

3.4 The clause headings in this Agreement have been inserted for convenience only and shall
not be taken into account in its interpretation.

3.5 Words and expressions defined in any sub-clause shall, for the purposes of the clause of
which that sub-clause forms part, bear the meanings assigned to such words and expressions in that
sub-clause.

3.6 This Agreement shall be governed by and construed and interpreted in accordance with the
law of the Republic of Zimbabwe.

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4 CONFIDENTIALITY UNDERTAKING

4.1 The Receiving Party undertakes in its own right and undertakes to procure that all the
companies within the Receiving Party’s Group and all of the advisers, employees and contractors of
the Receiving Party, shall undertake :

4.1.1 to maintain the Confidential Information in confidence and to use it only for the purpose of
considering and/or concluding the Transaction;

4.1.2 not to use the Confidential Information for the benefit of itself or any member of the
Receiving Party Group;

4.1.3 not to copy, reproduce or reduce to writing any parts of the Confidential Information except
with the prior written consent of the Disclosing Party and, that if any copies, reproductions or
reductions to writing are so made they shall be the sole property of the Disclosing Party;

4.1.4 not to disclose the Confidential Information whether to its employees or any employees
within the Receiving Party Group or to third parties, except with the written consent of the
Disclosing Party and only to such of its employees, directors, or advisers who need to know the same
for the purpose of considering and/or concluding the Transaction; and

4.1.5 to procure that before any Confidential Information is disclosed to any one of its advisers,
representatives, directors or employees, that such adviser, representative, director or employee
signs a confidentiality undertaking in a form such that the adviser, representative, director or
employee agrees to be bound by the terms and conditions of this Agreement in so far as it applies to
them as if they were party hereto.

4.2 Notwithstanding the foregoing, the Receiving Party shall be entitled to make any disclosure
of the Confidential Information if and to the extent that such disclosure is required by law or by any
securities exchange or regulatory or governmental body having jurisdiction over it, including the ZSE
Securities Exchange of Zimbabwe and the Securities Regulation Panel, whether or not the
requirement has the force of law, but shall give the Disclosing Party not less than 14 (fourteen)
Business Days’ notice of such disclosure and shall consult with the Disclosing Party prior to such
disclosure with a view to avoid such disclosure, if legally possible.

4.3. COMMISSION

An amount of $5 (five dollars) per tonne shall be payable to participating facilitators monthly for the
duration of the contract.The specified amount shall be deposited by seller into the paymaster's
account of Matipano and Matimba Legal Practitioners with detail listed at the end of the this Non

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Circumvention Non Disclosure Agreement and Master fee protection Agreement.They shall be
responsible for the fair distribution of the commission due at a fee.

5 NON-CIRCUMVENTION AND NON SOLICITATION

5.1 “Circumvention Conduct” means conduct of the Receiving Party which includes the direct
and indirect:

5.1.1 engaging in dealings with the Confidential Information or any third party disclosed in the
Confidential Information or introduced to it by the Disclosing Party, which includes, inter alia,
discussing the Confidential Information, contacting such third parties in respect of the Confidential
Information, and conducting business with any third party, directly or indirectly, in respect of the
Confidential Information or such third parties; and/or

5.1.2 making contact with or persuading, inducing, soliciting or encouraging any client or service
provider of the Disclosing Party to alter or terminate its business agreement or relationship with the
Disclosing Party; and/or

5.1.3 communicating, soliciting or dealing (directly or indirectly), in any manner with any third
party (and/or its Affiliates and/or any of its directors and/or shareholders), disclosed in the
Confidential Information, in connection with the Transaction or for any purpose, or in relation to any
transaction similar to the Transaction, except to the extent that the Receiving Party can show that it
has already been dealing with such third party; and/or

5.1.4 in any other way doing or omitting to do, anything which is in any way designed or intended
to circumvent, or which has the effect of circumventing (in the widest sense of the word), the
Disclosing Party’s participation in the Transaction; without the prior written consent of the Disclosing
Party.

5.2 Notwithstanding anything provided in this Agreement, the Receiving Party shall not engage
in any Circumvention Conduct for a period of 5 (five) years from the Date of Signature.

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6 RETURN OF CONFIDENTIAL INFORMATION

The Receiving Party shall -

6.1 upon receipt of a written request from the Disclosing Party, return to the Disclosing Party, to
the extent required by the Disclosing Party all Confidential Information, and/or destroy all
documents and materials, and all copies thereof, containing the Confidential Information and certify,
in writing, to the Disclosing Party, that it has complied with the requirements of this clause 6.1; and

6.2 Notwithstanding the delivery contemplated in clause 6.1, continue to be bound by the
undertakings set out in clauses 2 and 4.

7 DISCLAIMER

The Disclosing Party reserves all rights in its Confidential Information and no rights or obligations
other than those expressly recited herein are granted to the Receiving Party or are to be implied
from this Agreement. In particular, no licence is hereby granted directly or indirectly under any
discovery, copyright or other intellectual proprietary right now or in the future held, made, obtained
or licensable by the Disclosing Party to the Receiving Party or the Receiving Party Group.

8 DURATION

Except for the provisions of clause 5, this Agreement applies to all Confidential Information that is
disclosed by the Disclosing Party to the Receiving Party from the date of disclosure thereof by the
Disclosing Party and shall continue indefinitely.

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9 BREACH

9.1 Should the Receiving Party commit a breach of any of the provisions of this Agreement, the
Disclosing Party shall be entitled to bring an interdict against the Receiving Party to prevent any
further breach of this Agreement.

9.2 The Disclosing Party shall furthermore be entitled to claim specific performance by the
Receiving Party of all of the Receiving Party’s obligations, whether or not the due date for
performance shall have arrived, in either event without prejudice to the Disclosing Party’s rights to
claim damages including consequential and special damages, as provided for in this Agreement. The
foregoing is without prejudice to such other rights as the Disclosing Party may have in law.

9.3 The Receiving Party undertakes to pay all the legal costs of the Disclosing Party on the
attorney and own client scale, together with VAT thereon, should the Disclosing Party enforce any of
its rights in terms of this clause 9 and/or otherwise.

NOTICES AND DOMICILIA

10.1 Each Party chooses as its domicilium citandi et executandi its address set out in clause 10.2 for
all purposes arising out or in connection with this Agreement, at which addresses all the processes
and notices arising out of or in connection with this Agreement, its breach or termination may validly
be served upon or delivered to that Party.

10.2 For the purposes of this Agreement, the Parties' respective addresses shall be –

Party1:

Party2:

or at such addresses in the Republic of Zimbabwe not being a post office box or poste restante, of
which the Party concerned may notify the other Party in writing.

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10.3 Any notice given in terms of this Agreement shall be in writing and shall –

10.3.1 if delivered by hand, be deemed to have been duly received by the addressee on the date of
delivery;

10.3.2 if delivered by recognised national/international courier service, be deemed to have been

received by the addressee on the first Business Day following the date of such delivery by the courier
service concerned; and

10.3.3 if transmitted by facsimile or email be deemed to have been received by the addressee 1
(one) Business Day after despatch.

10.4 Notwithstanding anything to the contrary contained in this Agreement, a written notice or
communication actually received by one of the Parties from the other shall be adequate written
notice or communication to such Party.

11 DISPUTE RESOLUTION

11.1 Any dispute arising out of or in connection with provisions of this Agreement shall be finally
resolved in accordance with the Rules of the Association of Arbitrators by an arbitrator or arbitrators
appointed by the Foundation.

11.2 Either Party to this Agreement may demand that a dispute be referred to arbitration by
giving written notice to that effect to the other Party. This clause shall not preclude either Party from
obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the
decision of the arbitrator.

11.3 The arbitration referred to in this clause 11 shall be held :

11.3.1 in Harare;

11.3.2 in English; and

11.3.3 immediately and with a view to it being completed within 21 days after it is demanded.

11.4 The Parties irrevocably agree that the decision in arbitration proceedings :

11.4.1 shall be final and binding upon the Parties;

11.4.2 shall be carried into effect;

11.4.3 may be made an order of a court of competent jurisdiction.

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MISCELLANEOUS

12.1 Warranty of Authority

Each Party warrants to the other Party that it has the power, authority and legal right to sign and
perform this Agreement and that this Agreement has been duly authorised by all necessary actions
of its directors and constitutes valid and binding obligations on it in accordance with the terms of
this Agreement.

12.2 Implementation and Good Faith

12.2.1 The Parties undertake to do all such things, perform all such acts and take all steps to
procure the doing of all such things and the performance of all such acts, as may be necessary or
incidental to give or be conducive to the giving of effect to the terms, conditions and import of this
Agreement.

12.2.2 The Parties shall at all times during the continuance of this Agreement observe the principles
of good faith towards one another in the performance of their obligations in terms of this
Agreement. This implies, without limiting the generality of the foregoing, that they –

12.2.2.1 will at all times during the term of this Agreement act reasonably, honestly and in
good faith;

12.2.2.2 will perform their obligations arising from this Agreement diligently and with
reasonable care; and

12.2.2.3 make full disclosure to each other of any matter that may affect the execution of this
Agreement.

12.3 Independent Advice

Each Party hereto acknowledges that it has been free to secure independent legal advice as to the
nature and effect of all of the provisions of this Agreement and that it has either taken such
independent legal advice or dispensed with the necessity of doing so. Further, each Party hereto
acknowledges that all of the provisions of this Agreement and the restrictions herein contained are
fair and reasonable in all the circumstances and are part of the overall intention of the Parties in
connection with the Purpose.

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12.4 Confidentiality of Agreement

12.4.1 Subject to clause 12.4.2, neither of the Parties to this Agreement shall without the written
consent of the other Party, issue or make any public announcement or statement or release or make
available any information regarding this Agreement or its implementation. Once the other Party has
approved in writing any such announcement or statement or release of information, the approving
Party shall automatically be entitled to issue or make the same announcement or statement or
release the information in question in the same approved format.

12.4.2 The provisions of clause 12.4.1 shall not apply to a public announcement or release of
information which a Party is required to make in order to comply with a statutory obligation or the
requirements of a competent governmental authority or a recognised stock exchange or if such
Party or one of its Subsidiaries and/or Affiliates wishes to disclose any such information in its annual
financial statements, in which event a copy of the announcement or statement shall, prior to
publication or release, be furnished to the other Party for its approval which approval shall not
unreasonably be withheld.

12.5 Severability

If any material provision of the Agreement or the application thereof to any Party or circumstances
shall, to any extent, now or hereafter be or become invalid or unenforceable, the remainder of the
Agreement shall not be affected thereby and every other provision of the Agreement shall be valid
and enforceable to the fullest extent permitted by law and such invalidity shall be limited to such
specific provision or portion thereof, or to such situation, and this Agreement shall be construed and
applied in such manner as to minimise such enforceability.

12.6 Non-Assignment

This Agreement is personal to the Parties and shall not be assigned or otherwise transferred in
whole or in part by either Party without the prior written consent of the other Party.

12.7 Whole Agreement

This Agreement constitutes the whole agreement between the Parties as to the subject matter
hereof and no agreement, representations or warranties between the Parties other than those set
out herein are binding on the Parties.

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12.8 Variation

No addition to or variation, consensual cancellation or novation of this Agreement and no waiver of

any right arising from this Agreement or its breach or termination shall be of any force or effect
unless reduced to writing and signed by all the Parties or their duly authorised representatives.

12.9 Relaxation

No latitude, extension of time or other indulgence which may be given or allowed by any Party to
the other Party in respect of the performance of any obligation hereunder or enforcement of any
right arising from this Agreement and no single or partial exercise of any right by any Party shall
under any circumstances be construed to be an implied consent by such Party or operate as a waiver
or a novation of, or otherwise affect any of that Party’s rights in terms of or arising from this
Agreement or estop such Party from enforcing, at any time and without notice, strict and punctual
compliance with each and every provision or term hereof.

12.10 Costs

Each Party shall pay its own cost of negotiating, drafting, preparing and implementing this
Agreement and amendments thereof.

ACKNOLEDGEMENT AND SIGNING

Party1:

SIGNED and DATED at ______________________ on the _____ day of _________________ 2018

__________________________________________

Signature

for and on behalf of:, duly authorised thereto

---------------------------------------------------------------------------------------------------------------

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Party2:

SIGNED and DATED at ______________________ on the _22nd___ day of ___April. 2017

________________________________

Signature

for and on behalf of:, duly authorised thereto

----------------------------------------------------------------------------------------------------------------

FACILITATORS SELLERS SIDE ; 1

Company /Name: Wellington S Njagu

Registration Number:

Physical Address: 2910 Lombaard Drive Clayville Olifantsfontein Midrand 1665

Country: South Africa

Name of Duly authorised Wellington Njagu

person:

Passport or ID Number: FN 568 478

Mobile: 078 568 9779

Email: wellingtonnjagu@yahoo.com

Beneficiary and Account TBA

Number

Party1: Party2: Party4:

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FACILITATORS SELLERS SIDE ; 2

Company /Name: Mr Nangati

Registration Number: N/A

Physical Address:

Country: Zimbabwe

Name of Duly authorised N/A

person:

Passport or ID Number:

Mobile:

Email:

Beneficiary and Account TBA

Number

FACILITATORS SELLERS SIDE ; 3

Company /Name: Washington Njagu

Registration Number:

Physical Address: 4651 Mainway Meadows Waterfalls Harare

Country: Zimbabwe

Name of Duly authorised

person:

Passport or ID Number:

Mobile: 0772 817 171

Email: Washnjagu@gmail.com

Beneficiary and Account TBA

Number

FACILITATORS SELLERS SIDE ; 4

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Company /Name:

Registration Number:

Physical Address:

Country:

Name of Duly authorised

person:

Passport or ID Number:

Mobile:

Email:

Beneficiary and Account

Number

FACILITATORS BUYERS SIDE ; 1

Company /Name:

Registration Number:

Physical Address:

Country:

Name of Duly authorised

person:

Passport or ID Number:

Mobile:

Email:

Beneficiary and Account

Number

FACILITATORS BUYERS SIDE ; 2

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Company /Name:

Registration Number:

Physical Address:

Country:

Name of Duly authorised

person:

Passport or ID Number:

Mobile:

Email:

Beneficiary and Account

Number

FACILITATORS BUYERS SIDE ; 3

Company /Name:

Registration Number:

Physical Address:

Country:

Name of Duly authorised

person:

Passport or ID Number:

Mobile:

Email:

Beneficiary and Account

Number

PAYMASTER

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Company Matipano and Matimba Legal Practitioners

/Name:

Registration TBA
Number:

Physical 8 Wembley Crescent Eastlea Harare

Address:

Country: Zimbabwe

Name of Duly Dennis Matimba

authorised
LLB (Hons) UZ
person:

Passport or ID TBA
Number:

Mobile: 0774 008 772/0712 801 405/776 048/776278

Email: dmatimba@matlaw.co.zw

Beneficiary and TBA

Account
Number

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