DadaSoko Agreement

THIS AGREEMENT (the “Agreement”) is made and entered on the date that the Vendor signs up on the DadaSoko marketplace between GlobalSoko Foundation, Inc. having its registered office at 3960 Howard Hughes Pkwy, Suite 500, Las Vegas, Nevada 89169 (hereinafter referred to as the MARKETPLACE), which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the ONE PART and _______________________________________ (hereinafter referred to as the Vendor) which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the OTHER PART.
WHEREAS the Vendor is a manufacturer of unique products that are supplied to DadaSoko marketplace.
WHEREAS the Marketplace is a company and has approached the Vendor asking them to sell the goods at a wholesale rate.
Prior to the product being sold on the Marketplace. The Marketplace may buy items at a price up to 60% of the wholesale rate of the stated product wholesale value. The Marketplace will pay the vendor the difference in the percentage from the price paid up to 100% of the stated product wholesale value once the product is sold.

If the product is sold at a rate significantly higher than the stated wholesale value, the additional profit will be split into an empowerment fee that is paid by the Vendor to its producers at an equal split to the Vendor’s producers.
THE PARTIES HERETO agree to abide as under:
1. The Vendor undertakes to sell the Marketplace and the Marketplace undertakes to buy from Vendor unique goods (hereinafter called the 'said goods') at a wholesale price.
2. The Vendor will send the said goods through the designated ship the information of which ship to the United States or relevant international destination and sent to the Marketplace.
3. It shall be the responsibility of the Marketplace to have said goods insured for their value upon the current terms.
5. After the shipment of the said goods, the vendor shall send all the necessary documents including the contract of a freighted, insurance policy, invoice, bills of lading, etc., to its banker at the Indian port.
6. The aforesaid document shall be delivered to the Marketplace bankers against the encashment of the letter of credit which shall, in turn, deliver the same to the Marketplace to enable him to get the goods cleared at the Indian port. Delivery of the documents shall constitute the delivery of goods and henceforth the goods shall be at the risk of the Marketplace.
8. In case some formalities are to be completed prior to the import of the aforesaid goods at the place of destination the same shall be completed by the Marketplace at his own costs.
9. If some export formalities are to be completed for the export of the aforesaid goods from the place of dispatch, the same shall be completed by the Marketplace/Vendor at his own costs.
10. It shall be the Marketplace's right to examine the goods for his satisfaction at the point of destination. If the goods are not according to the sample or specification, the Marketplace shall have the right to reject the goods at the risk and cost of the vendor.
11. In the event of any dispute or difference between the parties hereto arising out of or in connection with this deed of whatsoever nature the same shall be referred to the arbitration of a common arbitrator if agreed upon, failing which to two Arbitrators one to be appointed by each party to the Arbitration. The said Arbitrators shall appoint a presiding Arbitrator and the Arbitration shall be governed by the Arbitration Act and Conciliation Act, 1996, or any statutory modification thereof.

By agreeing you agree to the Social Media Gateways and SokoVerse NDA below:

MUTUAL CONFIDENTIALITY AGREEMENT

This MUTUAL CONFIDENTIALITY AGREEMENT (this “Agreement”) is made and entered as
of the “Effective Date” set forth below, by and between Social Media Gateways, Inc. (“SMG”), a
Delaware corporation having a place of business at 3960 Howard Hughes Pkwy, Suite 500, Las Vegas,
Nevada, and the company or person set forth below.
Effective Date: _______________________
Name: _______________________ (“Company or Person”)
Address: _______________________
_______________________
Attn: _______________________
Fax No. _______________________
In consideration of the mutual covenants contained herein, the parties agree as follows.
1. Discloser, Recipient, and Representative. The party disclosing confidential
information shall be referred to as the “Discloser”, and the party receiving confidential information is the
“Recipient.” Each party’s representative for coordinating disclosure or receipt of Confidential
Information is:

Company or Person:
SMG:

2. Definitions. For purposes of this Agreement, “Confidential Information” means any
information, including without limitation, software, compilations, programs, devices, methods, techniques
and processes, financial statements, information and data, business plans, business strategies, marketing
plans, customer lists, price lists and pricing, cost information, information about employees, descriptions
of technical know-how, information and descriptions of new products and new product development,
product roadmaps, scientific and technical specifications and documentation, diagrams, schematics,
pending or abandoned patent applications of Discloser, any documentation containing a legend reasonably
indicating its confidential or proprietary status, oral disclosure made under conditions reasonably
indicating confidentiality or subsequently described in writing as being confidential, or any other data, or
information now known or in possession of, or hereafter learned or acquired by Discloser and provided to
Recipient, that derives economic value, actual or potential, from not being generally known to, and not
being readily ascertainable by proper means by other persons who can obtain economic value from its
disclosure or use.
Confidential information may be written or oral, expressed in electronic media or otherwise
disclosed, and may be tangible or intangible. All materials and information disclosed by Discloser to
Company or Person will be deemed to be Confidential Information unless the Recipient can prove that the
materials or information (1) has become publicly known through no fault of Recipient; (2) is received by
Recipient properly and lawfully from a third party without restriction on disclosure and without
knowledge or reasonable suspicion that the third party’s disclosure is in breach of any obligations to
Discloser; (3) has been developed by Recipient completely independent of the delivery of Confidential
Information hereunder; or (4) has been approved for public release by written authorization of Discloser.
This Agreement shall not be deemed to be Confidential Information of either party.
3. Obligations. Recipient will (1) maintain and preserve the confidentiality of all
Confidential Information disclosed to it by Discloser and take such care as Recipient takes to protect and
preserve the confidentiality of the Confidential Information as it takes to preserve and protect the

confidentiality of its own confidential information, but no less than reasonable care; (2) disclose such
Confidential Information only to its own employees or independent contractors on a “need-to-know” basis
only, and only to those employees, independent contractors, or advisors who are under an obligation of
confidentiality; (3) not disassemble, “reverse engineer,” “reverse compile” or analyze the inputs and
outputs of any software or hardware provided under this Agreement for any purpose, including without
limitation, attempting to ascertain or deduce the functionality or workings of the software or hardware;
and (4) not disclose such Confidential Information to any third party without the express written consent
of Discloser.
4. Limited Use. The parties acknowledge that any Confidential Information disclosed by
Discloser to Recipient is provided for the sole purpose of evaluating a possible transaction between
Discloser and Recipient, and that no other use of the Confidential Information is permitted.
5. Ownership. Recipient acknowledges that Discloser will maintain sole and exclusive
ownership of all right, title, and interest in and to Discloser’s Confidential Information, including
ownership of all copyrights, patents and trade secrets pertaining thereto. Nothing contained in this
Agreement will be construed as granting any rights, by license, implication, estoppel, or otherwise, to any
Confidential Information, except as expressly set forth herein.
6. Equitable Relief and Remedies. Any and all Confidential Information includes
valuable trade secrets of Discloser. Recipient acknowledges that, in the event of any breach of this
Agreement, Discloser will not have an adequate remedy in money or damages. Discloser will therefore
be entitled in such event to obtain an injunction against such breach from any court of competent
jurisdiction immediately upon request. Discloser’s right to obtain such relief will not limit its right to
obtain other remedies. Recipient agrees to and will be responsible and primarily liable for, and agree to
and shall indemnify Discloser from and against, any and all claims, demands, actions, losses, damages,
liabilities, costs and expenses and disbursements incurred or sustained as a result of any breach by
Recipient and/or Recipient’s representatives or affiliates of any of the provisions hereof (including,
without limitation, any unauthorized use or disclosure of the Confidential Information by Recipient or
Recipient’s affiliates or representatives, or otherwise resulting from the acts or omissions of Recipient, or
the acts or omissions of Recipient’s affiliates and representatives). In addition to all other rights and
remedies which either party hereto may have hereunder, at law, in equity, by statute or otherwise, either
party hereto will be entitled to recover attorneys’ fees and expenses and court costs in the event of any
breach of this Agreement by the other party. For the purposes of this Agreement, the term “attorneys’
fees” shall mean the full and actual costs of any legal services actually rendered in connection with the
matters involved, calculated on the basis of the usual fees charged by attorneys performing such services,
and shall not be limited to “reasonable attorneys’ fees” as defined by any statute or rule of court.
7. Disclaimer. ALL CONFIDENTIAL INFORMATION IS PROVIDED AS IS.
DISCLOSER MAKES NO REPRESENTATION OR WARRANTY AS TO ACCURACY,
COMPLETENESS, CONDITION, SUITABILITY, NONINFRINGEMENT, OR PERFORMANCE OF
THE CONFIDENTIAL INFORMATION, AND DISCLOSER WILL HAVE NO LIABILITY
WHATSOEVER TO RECIPIENT RESULTING FROM RECIPIENT’S USE OF DISCLOSER’S
CONFIDENTIAL INFORMATION.
8. Return of Information. Upon Discloser’s request, Recipient will promptly return or
destroy all Confidential Information and related materials and discontinue all further use of the
Confidential Information. Upon Discloser’s request, Recipient will promptly certify that such action has
been taken.

9. Required Legal Disclosure. Notwithstanding the above, Recipient may disclose
Confidential Information or the existence of this Agreement to the extent required by any applicable law,
regulation or court; provided however, that Recipient will notify Discloser in writing, promptly after
becoming aware of its obligations to make such a disclosure and sufficiently in advance to permit
Discloser to seek to challenge or limit such required disclosure.
10. Entire Agreement. This Agreement constitutes the complete, exclusive statement of the
agreement between the parties relating to the subject matter hereof, and all provisions representations,
discussions, and writings are merged in, and superseded by, this Agreement. No modification, revision or
addendum of any of the terms of the Agreement shall be valid unless in writing, signed by an authorized
representative of each party, and specifically evidencing an intent to amend this Agreement.
11. Governing Law; Jurisdiction. The interpretation and enforcement of this Agreement
will be governed by the laws of Nairobi without regard to its conflict of laws provisions. The parties
agree that any legal action arising out of or in conjunction with this Agreement or any breach thereof shall
be brought and prosecuted in an appropriate court of competent jurisdiction.
12. Construction. No provision of this Agreement shall be construed against either party as
the drafter of the provision. Neither party shall refer to the drafting or negotiating history of this
Agreement in connection with the construction or interpretation of this Agreement.
13. Counterparts. This Agreement may be executed in two or more counterparts, each of
which will be deemed an original, but all of which together will constitute one and the same instrument.
For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, will be
deemed to be an original. Notwithstanding the foregoing, the parties will deliver original execution
copies of this Agreement to one another as soon as practicable following execution thereof.
14. Restrictions on Assignments and Sublicenses. The Recipient may not sell, transfer,
assign, sublicense, or subcontract any right or obligation hereunder without the prior written consent of
Discloser.

IN WITNESS WHEREOF, the parties have caused this Mutual Confidentiality Agreement to be
executed as set forth below.

SMG, Inc. Company or Person:

Signature: ____________________________ Signature: ____________________________
Name: ____________________________ Name: ____________________________
Title: ____________________________ Title: ____________________________