WHEREAS, the Company is or will be performing certain services for the Retailer (the “Services”) under a separate service contract between the Retailer and the Company, including implementation of the Rolex Official Retailer Digital Program (the “Program”); and

WHEREAS, in connection with the Services, the Company may be provided with certain Confidential Information (as hereinafter defined) of the Retailer; and/or one or both of Rolex SA, a Swiss corporation or Rolex Watch U.S.A., Inc., a New York corporation (collectively “Rolex”); and

WHEREAS, the Parties agree that the following terms and conditions shall govern such disclosures;

NOW, THEREFORE, in consideration of the promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. Confidential Information:“Confidential Information” means any non-public, confidential or proprietary information relating to Retailer or Rolex that is disclosed or made available by the Retailer to the Company, either directly or indirectly, (i) in writing, or in other tangible form; or (ii) orally or visually in the frame of the Program. The Retailer shall not be required to designate or otherwise mark Confidential Information as “Confidential”. Confidential Information may also include information about the Program, Retailer and/or Rolex that is disclosed to the Company by a third party authorized by the Retailer. Confidential Information includes, but is not limited to, information relating to the Program and its specifications, information relating to Rolex’s products, designs, methods of manufacture or research; and information such as documentation, materials, techniques, models, images, designs, inventions, technology, methods, logos, know-how, flow charts, codes, software, trade secrets and other similar or related data or materials disclosed in connection with the Program or the Services. “Affiliate(s)” shall mean any corporation or other business entity which controls, is controlled by, or is under common control with a Party. The term control, as used with respect to any entity, includes, but is not limited to, the ownership, directly or indirectly, of a majority of the assets, voting stock or other equity interest of such entity.

2. Exceptions to Confidential Information: Confidential Information shall not, however, include any information which the Company can establish:

(i) is or becomes publicly known through no action or inaction of the Company;

(ii) is in the possession of the Company, without confidentiality restrictions, at the time of disclosure the Retailer as shown by the Company’s files and records immediately prior to the time of disclosure, except for any information provided by the Retailer to the Company prior to the Effective Date;

(iii) that the Company receives from a third party without breach of a confidentiality obligation; or

(iv) is independently developed by or for the Company without use of the Confidential Information.

3. Non.use; Non.Disclosure: The Company agrees that it will: (i) only use the Confidential Information to perform the Services; (ii) not use the Confidential Information for its own benefits or for the benefit of any third party; and (iii) not disclose the Confidential Information in whole or in part to any third parties or to its Affiliates or employees, except to those Affiliates and/or employees who are required to have Confidential Information to perform the Services and who have agreed in writing to abide by the terms and conditions of this Agreement prior to any disclosure of Confidential Information. The Company shall be responsible for any breach of this Agreements by its Affiliates or employees and agrees to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Affiliates and/or employees from prohibited or unauthorized disclosure or use of the Confidential Information.

4. Maintenance of Confidential Information: The Company agrees that it shall take all necessary measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, the Company shall: (i) safeguard the Confidential Information in accordance with the highest standards for information security; and (ii) comply with all applicable laws, including, but not limited to, those relating to privacy and data protection.

5. Additional Confidentiality Obligations: Except as required by law, the Company shall not disclose, or permit any of its representatives, Affiliates or employees to disclose, to any person: (i) that the Confidential Information has been made available to it or its representatives; (ii) that discussions may be, or are, underway between the Parties regarding the Program or the Confidential Information, including the status thereof; (iii) the existence of the Program or the fact that the Company is or will be providing Services that relate to the Program; and (iv) any terms, conditions or other arrangements that are being discussed in relation to the Program or the Confidential Information. Further, the Company shall not reference the Retailer or Rolex in any advertising or marketing materials (including on the Company’s website) or otherwise disclose the fact that it is performing Services in connection with the Program.

6. Copies: The Company shall not make any copies of Confidential Information unless the same are previously approved in writing by the Retailer.

7. No License: Nothing in this Agreement is intended to grant or confer any rights by license, express or implied, or otherwise in any Confidential Information under any patent, trademark, trade secret, copyright, or any other intellectual property right, nor shall this Agreement grant the Company any rights in or to Confidential Information except as expressly set forth herein.

8. Notification of Breach: The Company agrees to notify the Retailer within twenty four (24) hours of becoming aware of any actual, suspected or alleged loss, damage, or disclosure of Confidential Information, or any unauthorized access to or processing of, Confidential Information and further agrees to: (i) comply with all applicable laws; (ii) allow the Retailer access to the Company’s premises and records in order to conduct an independent investigation; and (iii) use its best efforts to work with the Retailer to mitigate any loss or damage.

9. No Obligation: Neither this Agreement, nor the disclosure of Confidential Information hereunder, shall constitute or imply any promise or intention of the Retailer regarding the length or terms of its relationship with the Company regarding the Program or the Services, not should this Agreement be construed as forming a contract with respect to the Program or the Services. This Agreement does not create a joint venture or partnership between the Parties.

10. No Warranty: ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. THE RETAILER MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

11. Indemnity: The Company agrees to defend, indemnify and hold harmless the Retailer and its Affiliates and their respective directors, officers, employees and agents from and against any and all claims, costs, losses, damages, judgments and expenses (including reasonable attorneys’ fees) arising out of or in connection with any breach of the Company’s obligations set forth herein and any unauthorized disclosure of Confidential Information in the Company’s possession.

12. Return of Confidential Information: Upon written request of the Retailer, at any time and for any reason, the Company shall return or, at the option of the Retailer, destroy all written, tangible and electronic forms of the Confidential Information that it has received directly or indirectly from the Retailer. Any intangible information that the Company possesses following termination of the Agreement shall be kept confidential, never used and shall be subject to the terms of this Agreement.

13. Continuing Obligations: This terms and conditions of this Agreement shall survive termination of the Services. For the avoidance of doubt, the Company’s duties with respect to the Confidential Information shall remain in effect indefinitely.

14. Compelled Disclosure: If the Company is required to disclose any Confidential Information pursuant to any applicable law, rule or regulation or a subpoena, court order, similar judicial process, regulatory agency or stock exchange rule, the Company will, if possible and permissible, promptly notify the Retailer of any such requirement so that the Retailer, at its sole cost and expense, may seek an appropriate protective order or waive compliance with the provisions of this Agreement. If such order is not obtained, or the Retailer waives compliance with the provisions of this Agreement, the Company will disclose only that portion of the Confidential Information which it is advised by counsel that it is required to so disclose. If the Company shall have complied with the provisions of this Section, the Retailer agrees that such disclosure may be made by the Company without any liability hereunder.

15. Remedies: The Company agrees that the continued confidentiality of the Confidential Information is critical to the Retailer and essential to the continued good will, ultimate success, competitiveness, and profitability of the Retailer and that such confidentiality goes to the essence of this Agreement. Accordingly, the Company agrees that any violation or threatened violation of this Agreement will cause irreparable injury to the Retailer and that the remedy at law of the Retailer for any actual or threatened violation of this Agreement will be inadequate and that the Retailer shall be entitled, as a matter of right, to specific performance or injunctive relief, by temporary and permanent injunction or other appropriate judicial remedy, writ or order, in addition to any damages which the Retailer may be legally entitled to recover, together with reasonable expenses of litigation, including attorneys’ fees incurred in connection therewith.

16. Notices: All notices, requests, demands and other communications to any Party given under this Agreement will be in writing and delivered personally, by overnight delivery or courier, or by certified mail (with confirmation received) to the other Party at the address specified for such Party above (or at such other address as may be specified by a Party in writing given at least five business days prior thereto). All notices, requests, demands and other communications will be deemed delivered when actually received.

17. Assignment: This Agreement is personal in nature and shall not be assigned by either Party without the prior written consent of the Retailer.

18. Entire Agreement: This document contains the entire agreement between the Parties with respect to the subject matter hereof.

19. Waiver; Amendment: Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both Parties hereto.

20. Severability: If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provisions and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained herein.

21. Expenses: Each Party shall bear its own expenses under this Agreement.

22. Governing Law: This Agreement and any claim, controversy or dispute arising under or related to this Agreement, the relationship of the Parties, and/or the interpretation and enforcement of the rights and duties of the Parties shall be governed by, construed and enforced in accordance with the internal, substantive laws of the State of New York, and the Parties irrevocably submit to the exclusive jurisdiction of the federal courts located in the state in which Retailer’s home office is located.

23. Counterparts: This Agreement may be executed in counterparts that together shall constitute one and the same Agreement.

24. Effect of Headings: The headings stated in the clauses herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

25. Intended Third Party Beneficiary: The Parties agree that Rolex is an intended third party beneficiary of this Agreement. For avoidance of doubt: (i) Rolex is entitled to enforce this Agreement against the Company, its Affiliates and employees, and is entitled to all remedies described in Section 15 hereof, with respect to Confidential Information of Rolex, and (ii) Rolex shall have no duties or obligations under this Agreement whatsoever. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.