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Synergy Systems Limited Non-disclosure Agreement

LAST UPDATED: September 27, 2015

AGREEMENT OF NON-DISCLOSURE AND CONFIDENTIALITY

IMPORTANT—READ CAREFULLY:

This Agreement of Non-Disclosure and Confidentiality is a legal agreement BETWEEN:

  1. YOU (either an individual or a single entity) as subscribed to live.mystocks.co.ke and in agreement with our Terms of Service, and
  2. Synergy Systems Limited, a limited liability company incorporated in the Republic of Kenya and having a Postal address of P.O. Box 5820 — 00100 GPO Nairobi, hereinafter referred to as "Synergy" which expression shall where the context admits include its successors and assigns

for the myCDS Portfolio Internet-based services ("The Service").

WHEREAS:

  1. YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT USING THE SERVICE. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.
  2. YOU possess certain information relating to YOUR CDS Account as held by the Central Depository & Settlement Corporation Limited (CDSC), that is confidential and/or proprietary to YOU (hereinafter "Confidential Information"); and
  3. Synergy is willing to receive disclosure of Confidential Information pursuant to the terms of this Agreement for the purposes related to providing The Service to YOU;

NOW THEREFORE, in consideration for the mutual undertakings of YOU and Synergy under this Agreement, the parties agree as follows:

  1. DISCLOSURE

    YOU agree to disclose, and Synergy agrees to receive the Confidential Information.

  1. CONFIDENTIALITY

    1. NO USE: Synergy agrees not to use the Confidential Information in any way (including but not limited to making commercial use thereof) except for the purpose set forth above.
    2. NO DISCLOSURE: Synergy agrees to use its best efforts to prevent and protect Confidential Information, or any part thereof, from disclosure to any person unless explicitly authorized by YOU in writing.
    3. PROTECTION OF SECRECY: Synergy agrees to take all steps reasonably necessary to protect the secrecy of Confidential Information, and to prevent Confidential Information from falling into the public domain or into the possession of unauthorized persons.
  1. LIMITS ON CONFIDENTIAL INFORMATION

    Confidential Information shall not be deemed proprietary and Synergy shall have no obligation with respect to such information where the information:

    1. Was known to Synergy prior to receiving any of the Confidential Information from YOU;
    2. Has become publicly known through no wrongful act of Synergy;
    3. Was received by Synergy without breach of this Agreement from a third party, EXCLUDING CDSC, without restriction as to the use and disclosure of the information;
    4. Was independently developed by Synergy without use of the Confidential Information; or
    5. Was ordered to be publicly released by the requirement of a government agency or a court of law.
  1. OWNERSHIP OF CONFIDENTIAL INFORMATION

    Synergy agrees that all Confidential Information shall remain YOUR property, and that YOU may use such Confidential Information for any purpose without obligation to Synergy. Nothing contained herein shall be construed as granting or implying any transfer of rights to Synergy in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information.

  1. TERM AND TERMINATION.

    The obligations of this Agreement shall be continuing until the Confidential Information disclosed to Synergy is no longer confidential.

  1. SURVIVAL OF RIGHTS AND OBLIGATIONS

    This Agreement shall be binding upon, inure to the benefit of, and be enforceable by (a) YOU, YOUR successors, and assigns; and (b) Synergy, its successors and assigns.

  1. GOVERNING LAW

    This agreement shall be solely and entirely governed by and construed in accordance with the laws of the Republic of Kenya.