NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made and executed on 25th Day of April, 2018 at Mumbai.

BY AND BETWEEN

……………………………a company registered under the Companies Act, 1956, having its
Registered Office at ………………Mumbai 400059 (hereinafter referred to as…………, which
expression shall, unless repugnant to the context, be deemed to mean and include its
successors and permitted assigns) of the FIRST PART;

AND

…………………………….., a company registered under the Companies Act, 1956, having its
Registered Office at ……………………Maharshtra 400706, India (hereinafter referred to as
“……..”, which expression shall, unless repugnant to the context, be deemed to mean
and include its successors and permitted assigns) of the OTHER PART;

…………….& ……………………..shall herein after together be referred to as the “Parties” and

individually as the “Party”

RECITALS:

WHEREAS parties in furtherance of their business interest have decided to enter into this
Agreement for the Permitted Purpose (as defined hereinafter) in which they would need to
exchange certain information pertaining to Permitted Purpose which could be critical and
peculiar to the business of the concerning party.

AND WHEREAS this agreement looks at determining and regulating the disclosures of
information made by Disclosing Party to Receiving Party which is confidential to the Disclosing
Party in connection with the Permitted Purpose.

AND WHEREAS In respect of the aforesaid, the Parties agree that the Disclosing Party shall
disclose and the Receiving Party shall maintain the confidentiality and not disclose the
Confidential Information (hereinafter as defined below) to any other person and only use the
Confidential Information for the Purpose stated herein subject to the terms and conditions of
this Agreement.

AND WHEREAS the Parties now wish to enter into an agreement, wherein they would undertake
the following activities and agrees to keep all Confidential Information strictly confidential and
will observe the terms and conditions of this Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. INTERPRETATION

The following definitions apply in this document.

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“Associated entity” means, in relation to a party, a related body corporate which is a
holding company or subsidiary of the party or a company which shares a common holding
company with either party or any other entity in which that party owns shares or has
any other kind of interest. The words “holding company” and “subsidiary” shall have
same meaning as given to them in the Companies Act, 1956.

“Confidential Information” means, inter alia, all information, Know how about the
products, services, ideas, design, documents, concept, technology, manufacturing
process, commercial/sales and marketing/strategic branding,
industrial/marketing/commercial knowledge and other materials of confidential nature
which contains amongst others, trade secrets, know how of the brand, patent and
ancillary information and other proprietary or confidential information, communication
and integration support, financial or other information, accounts, financial statements,
reports, minutes of meetings, correspondence, business or research strategies, technical
data, and more generally any information regarding the disclosing party provided
regardless of form, format, media including without limitation written or oral, and also
include those communicated or obtained through meetings, documents,
correspondences or business presentations including without limitation

(a) Research, development or technical information, confidential and proprietary

information on product.

(b) all confidential information of the Disclosing party including, without

limitation, any financial information, information concerning any asset, product,
strategy, branding, communication, projections as to costs, profits and
estimates in relation to the future performance of the contract, any intellectual
property either tangible or intangible developed or created, names of customers
and suppliers, proposed business deals, business plans, marketing material
including but not limited to brochures, printed matters, rates and rates tables;
processes or arrangements obtained by the Recipient from the Discloser or
advisers;

(c) All Formulae, patterns, compilations, programmes, devices, methods,

techniques, or processes that derive independent economic value, actual or
potential, from not being generally known to public;

(d) all information concerning the existence of this document and its terms, the
fact that the Recipient is involved in the Permitted Purpose, the progress of any
negotiations and the terms of any proposed or actual agreement; and

(e) all Derived Information, but does not include any Excluded Information.

“Derived Information” means:

(a) any material derived or produced by or on behalf of the Recipient wholly or partly
from any Confidential Information, for example, an analysis, note, calculation,
conclusion, strategy, communication or summary; and

(b) any computerised Record made by or on behalf of the Recipient.

“Disclosing Party/Discloser” means a party which makes Confidential Information

available to the other party.

“Excluded Information” means information that is at the date of this document, or that
subsequently becomes, known in the public domain (except, as a result of breach by the

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 Recipient of this document or of an obligation of confidence owed to the Discloser or
any employee, agent or customer of any of them);

Notwithstanding, the provisions of this contract, excluded information would include

that which the Receiving Party or its representatives are required by law, subpoena, or
by formal investigation by any government or governmental agency to disclose any of
the Disclosing Party’s Confidential Information, the Receiving Party will notify the
Disclosing Party promptly in writing so that the Disclosing Party may seek a protective
order or other appropriate remedy.

“Permitted Purpose” means:

(a) to consider whether and on what terms to enter into the Proposal;

and

(b) to formulate, discuss, make an offer to enter into, or enter into, the Proposal.

“Proposal” means the definitive arrangement on the proposed business relationship, as

may be finally agreed between the Parties.

“Receiving Party/Receiver” means a party which acquires Confidential Information

from the other party.

2. CONFIDENTIAL INFORMATION

Confidential Information may be given or acquired in any form or media, directly or

indirectly and before, on or after the date of this document

3. CONFIDENTIAL UNDERTAKINGS AND ACKNOWLEDGMENTS

3.1 Undertakings

Except as otherwise provided in this Agreement Receiving Party undertakes and agrees
that;

(a) it shall not use any Confidential Information disclosed by a Disclosing Party for
any purpose except to carry out an evaluation of discussion/negotiation
concerning the undertaking of the Transaction in furtherance of the Purpose; or

(b) It shall keep confidential all of the Confidential Information and not to disclose
any part of the Confidential Information to any third party in any manner
whatsoever, whether directly or indirectly without prior written consent of
Disclosing Party;

(c) It shall maintain the confidentiality of the Confidential Information and also be
liable to protect it from unauthorised access or use;

(d) It shall not make or encourage any public comment, announcement or

communication in relation to the Confidential Information or the Proposal
without the prior written consent of the other party;

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 (e) It shall promptly do anything required by the Disclosing party to prevent or
restrain a breach or suspected breach of this Agreement or any infringement or
suspected infringement by any person of the other party's rights under this
Agreement;

(f) It shall ensure that each of its directors, officers, employees and advisers
complies with the obligations of the Receiver as set out in this Agreement; and

(g) It shall only make such copies (including without limitation, store in any
computer or electronic system or in any machine readable form) of any
Confidential Information or any documents containing Confidential Information
as permitted and required by the Disclosing Party for carrying out the Permitted
Purpose and shall not otherwise reproduce, publish, reverse engineer,
decompile or disassemble any Confidential Information.

3.2 Acknowledgments

Receiving party acknowledges that:

(a) the Confidential Information is secret, confidential and valuable to its Discloser;

(b) as between the parties, the Confidential Information is the sole property of its
Discloser; and

(c) any disclosure of the Confidential Information could give rise to considerable
damage to the Discloser directly or indirectly.

4. PERMITTED USE

Party as Receiver, must not:

(a) use or access the Confidential Information for any reason except as is necessary
for the Permitted Purpose; or

(b) use any of the Confidential Information to the competitive disadvantage of the
Discloser or any of its associated entities.

5. DISCLOSURE

5.1 Disclosure to officers etc

The Receiver must not, directly or indirectly, disclose any Confidential Information to
any person, except:

(a) to a director, officer or employee to whom the disclosure of Confidential

Information is necessary for the purpose of discussion/negotiation in furtherance
of the Permitted Purpose; and

(b) to the Receiving parties professional advisor only to the extent necessary for
that advisor to advice or protect rights of the Receiving Party under this agreement;
and

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 (c) to such person who has given an undertaking in the form required by the
Discloser and has been authorised in writing by the Disclosure to receive the
Confidential Information. .

5.2 Disclosure Required By Law

Subject to clause 5.3, a Receiver's obligations of confidence do not apply to any

Confidential Information that the Receiving Party is required to disclose:

(a) by law or by an order of any court or tribunal of competent jurisdiction; or

(b) by any government agency, stock exchange or other regulatory body either
having the legal right to require disclosure or in relation to which a responsible
person in a similar position would comply.

5.3 Notice and obligations concerning disclosure

In relation to disclosures referred to in clauses 5.1 and 5.2, a Receiving Party must:

(a) promptly notify the Discloser of the requirement; and

(b) if disclosure cannot be avoided only disclose the Confidential Information to the
extent reasonably necessary to comply with the requirement.

6. RETURN OR DESTRUCTION OF RECORDS

Upon the Discloser's request or termination of the Proposal, Receiving Party must under
written information to the disclosing party:

(a) destroy or deliver to the Discloser all Confidential Information in the possession
or control of the Receiver ; and

(b) delete, erase or otherwise destroy any Confidential Information contained in

computer memory, magnetic, optical, laser, electronic or other media in the
possession or control of the Receiver, which is not capable of delivery to the
Discloser.

7. SURVIVAL OF OBLIGATIONS

The terms of this Agreement continue to apply till completion or termination of the
Permitted Purpose or the Proposal or this agreement and 2 years after completion or
termination of this agreement. All the obligations to maintain confidentiality of
confidential information provided hereof and undertaking an obligations in this
agreement shall continue to exist even after termination or completion Permitted
Purpose or the Proposal or this agreement as the case may be.

8. REMEDIES

The Receiving Party acknowledges that any breach or threatened breach of this
Agreement may cause the Disclosing party, as Discloser, immediate and irreparable
harm for which damages alone may not be an adequate remedy. Receiving party, as
Receiver, agrees that the Disclosing party, as Discloser, may commence proceedings to
restrain any breach or threatened breach of this Agreement and any other unauthorised
access to, or use of, any of its Confidential Information or to compel specific
performance of this Agreement.

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9. PROCESS

The Receiving Party acknowledges that:

(a) there is no obligation on the part of the Discloser to the Receiver in respect of
the subject matter of the Permitted Purpose;

(b) the Receiver is invited to make its own enquiries about the subject matter of
the Permitted Purpose, but the Receiver must not make any enquiries of or
communicate with any director, employee, agent, consultant, contractor,
customer, supplier, financier, creditor, lessor, lessee, or supplier of the
Discloser, its shareholders or subsidiaries about anything to do with the
Permitted Purpose, if the Discloser, has named as person, pursuant to this
Agreement, as Receiver of the information, without first obtaining the written
approval of the Discloser, which the Discloser may grant or withhold in its
absolute discretion;

(c) the Discloser does not expressly or impliedly undertake to negotiate with the
Receiver in any particular manner; and

(d) no representation, assurance or warranty, express or implied, that the

Confidential Information or any part of the Confidential Information is or will be
correct, accurate, reliable or complete.

10. NOTICES

(a) A notice, consent or other communication under this Agreement is only effective
if it is in writing, signed and either left at the addressee's address or sent to the
addressee by mail or fax. If it is sent by mail, it is taken to have been received
7 working days after it is posted. If it is sent by fax, it is taken to have been
received when the addressee actually receives it in full and in legible form.

(b) A person's address and fax number are those set out below, or as the person
notifies the sender:
For……………………………………. For ………………………….

Email: info@..............com

11. GOVERNING LAW

This Agreement is governed and construed in all respects in accordance with the law of
India.

It is irrevocably agreed that the Courts in Maharashtra, shall have exclusive jurisdiction,
to try any dispute that may arise between parties hereto out of or in connection with
this agreement and that the parties hereto submit to the exclusive jurisdiction of such
court.

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12. TERM AND TERMINATION

This Agreement shall be effective and binding from the date of execution and shall
continue until and unless terminated by either party subject to prior consent of other
party. However, both the parties to this Agreement undertakes to comply the terms of
this Agreement even after its termination.

13. ENTIRE AGREEMENT

This Agreement contains the entire understanding between the Parties with respect to
the safeguarding of said Confidential Information and supersedes all prior communications and
understandings with respect thereto. No waiver, alteration, modification, or amendment
shall be binding or effective for any purpose whatsoever unless and until reduced
to writing and executed by authorized representatives of the Parties.

Each representative of the parties executing this agreement represents that

he/she has the authority to enter into this agreement and caused it to be
effective as of the date first written above.Neither Party shall be entitled to
assign or transfer any of its rights and liabilities hereunder to any third party
without the prior written consent of the other Party.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement to be

effective on the day and year first above written.

For…………………………….. For………………………………..

By: By:

Name: Name: Mr. ………………….

Title: Title: Co-Founder

Date: Date: 25-04-2018

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