This RECIPROCAL NON-DISCLOSURE AGREEMENT (“NDA”) is made and entered into as of (“Effective Date”) by and between, (“Company” or “Individual”) and Solo Plus. The parties wish to discuss matters of mutual interest concerning Solo Plus Talent Management Advisory Services (the Services). In connection with the Services, either party may disclose information that it deems confidential and/or proprietary (“Confidential Information”). Therefore, both parties agreed on the secrecy of information as follows:

1. Definitions.
Confidential Information means any confidential or proprietary information which is disclosed by a party (“Discloser”) to the other (“Recipient”), provided that (i) if disclosed in tangible form, it shall be marked as confidential or proprietary, or (ii) if disclosed orally or visually, it shall be identified as such prior to disclosure, reduced to writing, properly marked and delivered to Recipient within thirty (30) days of disclosure. Confidential Information also includes, regardless of whether marked or identified as confidential, (i) the fact that Services is taking place and status of Services, (ii) any information of confidential nature which is obtained by Recipient by accessing Discloser’s facilities, and (iii) the design, data or sample of Services.

2. Limited Purpose.
Each party shall use Confidential Information only for the purpose defined below (“Purpose”) and any use of Confidential Information for any other purposes is prohibited.

Purpose: Services that both parties agreed to engage and execute as described in the Proposal that describes the scope, roles, and the delivery timelines and are duly signed by both parties with the date of agreement.

3. Non-disclosure.
Each party agrees to maintain the other’s Confidential Information in strict confidence, and not to disclose it to any party without prior written consent of Discloser.

4. Copy.
Neither party shall make any copy of Confidential Information without Discloser’s prior written consent.

5. Exceptions.
Confidential Information does not include information which Recipient can show by written evidence: (i) is already known to Recipient or is publicly available at the time of disclosure; (ii) is legally disclosed to Recipient by a third party without an obligation of confidentiality; (iii) becomes publicly available after disclosure without any fault of Recipient; or (iv) is independently developed by Recipient without reliance or reference to Confidential Information of Discloser. If disclosure is required under applicable laws by the court or governmental order, Recipient may disclose Confidential Information only to the extent legally required. Recipient shall provide prompt notice to Discloser so that Discloser may obtain a protective order or other appropriate remedy to contest or limit the scope of such required disclosure.

6. Return/Destruction.
At Discloser’s discretion and instruction, Recipient shall immediately return or securely destroy all Confidential Information including copies, notes or extracts thereof, certifying such destruction in writing. Notwithstanding, one copy of Confidential Information disclosed electronically and stored on backup media may be retained in accordance with Recipient’s standard archive procedures for the sole purpose of legally establishing the extent of the disclosure of such Confidential Information, any access to such archival copy for any other purpose being strictly prohibited.

7. No Warranty.
Each party represents that, to the best of its knowledge as of the date of disclosure, it has the right to provide Confidential Information disclosed hereunder. Except for the foregoing, all Confidential Information is provided “AS IS” without any warranty, whether express or implied.

8. No Rights Granted.
Nothing herein is intended to grant any rights, express or implied, to the Recipient, by license or otherwise, with respect to any of the Discloser’s Confidential Information, other than the limited right to use such Confidential Information during the term of this Agreement and for the purposes set forth herein. Discloser retains all rights, title, and interest in the disclosed Confidential Information.

9. Further Transaction.
Nothing herein shall obligate either party to proceed with any transaction with respect to Service or to enter into any further agreement nor shall be intended to grant any right to either party except as expressly set forth herein.

10. Non-restriction.
Nothing herein shall be construed to prohibit or restrict either party’s right to develop, acquire, use, or market products, services or knowledge similar to or competitive with those described in Confidential Information, whether independently or in cooperation with third parties, as long as such development, acquirement, use or marketing does not breach this Agreement.

11. Term.
This Agreement shall be effective in full force for three (3) years from the Effective Date. However, the term can be extended upon consultation between both parties. The confidential obligations shall survive expiration or termination of this Agreement for a period of three (3) years from the date of the disclosure of each particular item.

12. Personal Information.
Notwithstanding anything to the contrary stated herein, personal information pertaining to employees of any related parties or any other individuals which is obtained from Discloser and which can identify any personnel by collating other information or in any other manner, regardless of its nature of secrecy (“Personal Information”), shall be treated as Confidential Information hereunder. Notwithstanding the limited term stated in the Article 12, with regard to Personal Information, Recipient’s obligation hereunder shall survive even after the term of this Agreement indefinitely.

13. Remedies.
Each party agrees that any breach hereof will cause Discloser substantial and irreparable harm and therefore, in the event of any such breach or threatened breach, in addition to other remedies which may be available, Discloser shall be entitled to seek specific performance and other injunctive relief.

14. Governing Law and Arbitration.
This Agreement shall be governed by and construed in accordance with the laws of Singapore. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of the Singapore Commercial Arbitration Association. The arbitration shall be held in Singapore. All proceedings shall be conducted in the English language. The award of arbitration shall be final and binding upon both parties, however, each party may make an application to any court having jurisdiction for judgment to be entered on the award and/or for enforcement of the award.

15. Miscellaneous..
This Agreement supersedes all prior oral and written understandings, representations and discussions between the parties concerning the subject matter hereof to the extent such understandings, representations and discussions should be discrepant or inconsistent with this Agreement.

IN WITNESS WHEREOF, each of the parties hereto caused this Agreement to be executed by the duly authorized representatives as of the date below written, each retaining one copy.

(Company or Individual) Solo Plus