In connection with our potentially providing advertising services (the “Proposed Service”) involving Phatra Capital Public
Company Limited (the“Disclosing Party”), the Disclosing Party has delivered and will deliver to us, BEEF BKK Comapny
Limited (the “Receiving Party”), upon the execution of this non-disclosure letter, certain information about (including but
not limited to) the Disclosing Party’s and its subsidiary’s(ies’) properties, intellectual property rights, know how,
operations, business/marketing plans, customer’s information; and any copy, report, memorandum of understanding,
agreement and its attachment, business relationship with the Disclosing Party and/or other documents that the Receiving
Party has created or received in connection with the Proposed Service. All information about the Disclosing Party and its
subsidiary(ies) furnished by the Disclosing Party or its Representatives (as defined below) in connection with the
Proposed Service or have been known to the Receiving Party or any of its Representatives while visiting or working at the
Disclosing Party ’s location, whether furnished or received before or after the date hereof, and regardless of the manner in
which it is furnished or received, is referred to in this non-disclosure letter as "Proprietary Information". Proprietary
Information does not include, however, information which (a) is or becomes generally available to the public other than as
a result of a disclosure by the Receiving Party or its Representatives in breach of this non-disclosure letter, or (b) was
available to the Receiving Party on a nonconfidential basis prior to its disclosure to the Receiving Party by the Disclosing
Party or its Representatives. As used in this non-disclosure letter, the term (i) "Representatives" means, as to any person,
such person's affiliates, subsidiaries and its and their directors, officers, employees, agents, advisors (including, without
limitation, financial advisors, counsels and accountants) and controlling persons; (ii) "person" shall be broadly interpreted
to include, without limitation, any corporation, company, partnership, other entity or individual.
Except to the extent the Receiving Party or any of its Representatives are requested pursuant to, or required by, law,
regulation, legal process or regulatory authority to disclose any Proprietary Information, unless otherwise agreed to in
writing by the Disclosing Party, the Receiving Party agrees (a) to keep all Proprietary Information confidential and not to
disclose or reveal any Proprietary Information to any person other than those of the Receiving Party’s Representatives
who are actively and directly participating in the evaluation or the consummation of the Proposed Service or who
otherwise need to know the Proprietary Information for the purpose of evaluating or consummating the Proposed Service
and to direct such Representatives to observe the terms of this non-disclosure letter, (b) not to use the Proprietary
Information for any purpose other than in connection with the evaluation of the Proposed Service or, in a manner that the
Disclosing Party has approved, the consummation of the Proposed Service and (c) not to disclose to any person (other
than those of the Receiving Party’s Representatives who are actively and directly participating in the evaluation or the
consummation of the Proposed Service or who otherwise need to know for the purpose of evaluating the Proposed Service
and, in the case of the Receiving Party’s Representatives, whom the Receiving Party will direct to observe the terms of this
non-disclosure letter) any information about the Proposed Service, or the terms or conditions or any other facts relating
thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof,
or the fact that Proprietary Information has been made available to the Receiving Party or its Representatives.
In the event that the Receiving Party is requested pursuant to, or required by, law, regulation, legal process or regulatory
authority to disclose any Proprietary Information or any other information concerning the Disclosing Party, its
subsidiary(ies) or the Proposed Service, the Receiving Party agrees that the Receiving Party will, to the extent permitted
by applicable law, provide the Disclosing Party with prompt notice of such request or requirement in order to enable the
Disclosing Party to seek an appropriate protective order or other remedy, to consult with the Receiving Party with respect
to the Disclosing Party's taking steps to resist or narrow the scope of such request or legal process, or to waive
compliance, in whole or in part, with the terms of this non-disclosure letter. If, in the absence of a protective order or
other remedy or waiver of the terms of this non-disclosure letter, the Receiving Party or any of its Representatives
determine in its or their sole discretion that the Receiving Party or its Representatives have been requested pursuant to, or
are required by, law, regulation, legal process or regulatory authority to disclose any Proprietary Information or other
information concerning the Disclosing Party, its subsidiary(ies) or the Proposed Service, the Receiving Party or such
Representatives may disclose such Proprietary Information or other information without any liability to the Disclosing
Party.
If either party determines that it does not wish to proceed with the Proposed Service, such Party will promptly advise the
other party of that decision. In such case, if the Disclosing Party, in its sole discretion, so requests in writing, the
Receiving Party will, upon such request, promptly deliver to the Disclosing Party all Proprietary Information, including all
copies, reproductions, summaries, analyses, extracts or other documents or records based on, derived from or otherwise
reflecting Proprietary Information, in its possession or in the possession of any of its Representatives; provided, however,
that, upon such request, the Receiving Party shall not be required to deliver to the Disclosing Party, but shall be required
to destroy, all Proprietary Information consisting of summaries, analyses, extracts or other documents or records prepared
by the Receiving Party or any of its Representatives and based on, derived from or otherwise reflecting Proprietary
Information. Notwithstanding the foregoing, nothing in this non-disclosure letter shall in any way prohibit or restrict the
Receiving Party or any of its Representatives from complying with the regulatory recordkeeping requirements. In this
regard, notwithstanding the termination of this non-disclosure letter, the Receiving Party shall comply, and procure that its
Representatives shall comply, with the provision of this non-disclosure letter so long as they are subject to the regulatory
recording keeping requirements.
Without prejudice to the rights and remedies otherwise available to the Disclosing Party, it shall be entitled to equitable
relief by way of injunction if the Receiving Party or any of its Representatives breach or threaten to breach any of the
provisions of this non-disclosure letter. In any circumstance, the Receiving Party shall be responsible for any loss or
damage occurred to the Disclosing Party as a result of any breach or threatens to breach any of the provisions of this nondisclosure
letter caused by the Receiving Party or any of its Representatives.
It is further understood and agreed that no failure or delay by the Disclosing Party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any right, power or privilege hereunder. This non-disclosure letter shall be
governed by and construed in accordance with the laws of Thailand.
Any assignment of this non-disclosure letter by the Receiving Party without the prior written consent of the Disclosing
Party shall be void.
This non-disclosure letter contains the entire agreement between the Disclosing Party and the Receiving Party concerning
confidentiality of the Proprietary Information, and no modification or amendment of this non-disclosure letter or waiver of
the terms and conditions hereof shall be binding upon the Disclosing Party, unless approved in writing by the Disclosing
Party. This non-disclosure letter shall be binding upon and inure solely to the benefit of each party hereto, and nothing
herein, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature
whatsoever under or by reason of this non-disclosure letter.