DATED 9/1/2018

CONFIDENTIALITY AGREEMENT
BETWEEN

Guru Prasad, KaNaada Phonetics pvt. Ltd.

#38, 3rd floor,7th cross,3rd main, Subramanyapura post, Uttarahalli 560061
[DISLOSING PARTY]

&

Sherin
No-9,Taddur Nilaya,12th cross,Sarakki Garden, JP Nagar 6th Phasse, Bangalore,Karnataka, 560 078

[RECEIVING PARTY]
 CONTENTS

1. DEFINITIONS & INTERPRETATIONS .................................................. 1

2. PROTECTION OF CONFIDENTIAL INFORMATION ........................ 3
3. DISCLOSURE TO EMPLOYEES ............................................................. 4
4. RETURN AND DESTRUCTION ............................................................... 4
5. NEGOTIATIONS ......................................................................................... 4
6. REMEDIES ................................................................................................... 5
7. NO LICENSE GRANTED/RESTRICTION ON COPYING................... 5
8. TERM OF DISCLOSURE AND CONFIDENTIALITY .......................... 5
9. INDEMNIFICATION .................................................................................. 5
10. MISCELLANEOUS ..................................................................................... 5
 CONFIDENTIALITY AGREEMENT
th
This CONFIDENTIALITY AGREEMENT is made and entered into on this the 5 day
of January in the year two thousand and eighteen.

BY AND BETWEEN:

Guru Prasad (hereinafter referred to as “DISCLOSING PARTY” which expression shall unless
otherwise provided include its successors and permitted assigns) of the FIRST PART;

AND

Sherin, an individual having his principal place of business No-9,Taddur Nilaya,12th cross,Sarakki
Garden, JP Nagar 6th Phasse, Bangalore,Karnataka, 560 078

being represented by its Authorized Signatory, [Sherin] (hereinafter referred to as

“RECEIVING PARTY”) of the SECOND PART;

[The Disclosing Party and the Receiving Party shall hereinafter be collectively referred to as the
‘Parties’ and each as ‘Party’.]

WHEREAS
A. The Parties wish to engage in discussions for the purpose of evaluating the possibility of
licensing the intellectual property(ies) in “Brahmi based Naada Keyboard” (“Purpose”)
owned by the Disclosing Party as detailed in Appendix A;
B. In order to facilitate discussions contemplated hereunder, Disclosing Party may disclose to the
Receiving Party certain confidential and/or trade secret information (collectively
“Confidential Information”), as defined below.
C. The Disclosing Party’s information is proprietary, secret, and confidential and will be
disclosed on a strictly confidential basis the following terms and conditions.

NOW, IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS & INTERPRETATIONS

1.1 In this Agreement, including the recitals, schedules and annexures, unless otherwise
repugnant to the context and meaning thereof, the following terms shall have the following
meaning ascribed to them, other terms being contractually defined in the Agreement:

1.1.1 “Agreement” shall mean this agreement and any and all schedules, annexures and exhibits
attached to it or incorporated in it by reference;

Confidentiality Agreement 1
1.1.2 “Confidential Information” includes, but is not limited to, the following types of
information and other information of a similar nature (whether or not reduced to writing or
designated as confidential):

(i) Proprietary Data. Information relating to Disclosing Party's

proprietary rights including but not limited to all intellectual property
rights subsisting in the technology titled Brahmi based Naada
Keyboard layout and user interface, including all patents, and patent
rights, entity models, moral rights, mask works, recipes, trademarks
and trademark rights, trade names and trade name rights, service
marks and service mark rights, service names and service name
rights, processes, formulae, copyrights and copyright rights, trade
dress, business and product names, logos, slogans, trade secrets,
industrial models, processes, designs, methodologies, technical
information, manufacturing, technical drawings, know-how, the
production data, technical data, test data and test results, the status
and details of research and development of products and services,
and, technology, know-how, product plans, services, techniques,
inventions, formulae, design, drawing formula, relating to any
research report, future development, manufacturing process,
specifications relating to the Formulation, the chemical composition
of the Formulation, nature and source of various raw materials
required to be used in the Formulation and the technology required
for converting the said raw materials into the Formulation, methods
of manufacture, methods of design, trade secrets, code, processes,
plans, ideas, strategies etc. and all pending applications for and
registrations of patents, entity models, trademarks, service marks,
copyrights the intellectual property rights etc.;

(ii) Computer software. Computer software of any type or form in any

stage of actual or anticipated research and development, including but
not limited to programs and program modules, routines and
subroutines, processes, algorithms, design concepts, design
specifications (design notes, annotations, documentation, flowcharts,
coding sheets, and the like), source code, object code and load
modules, programming, program patches and system designs;

(iii) Business Operations. Internal personnel and financial information,

vendor names and other vendor information (including vendor
characteristics, services and agreements), purchasing and internal cost
information, internal services and operational manuals, and the
manner and methods of conducting Disclosing Party’s business,
financial statements, analysis, business reports, policies, market
survey, market research, human resource data, risk management
initiatives, incentive plans, financial projections or personnel matter,
employees, investors;

(iv) Marketing and Development Operations. Marketing and

development plans, price and cost data, price and fee amounts,
pricing and billing policies, quoting procedures, marketing techniques
and methods of obtaining business, forecasts and forecast
assumptions and volumes, and future plans and potential strategies of
Disclosing Party which have been or are being discussed; and

Confidentiality Agreement 2
 (v) Customers. Names and customers and their representatives, contracts
and their contents and parties, customer services, data provided by
customers and the type, quantity and specifications of products and
services purchased, leased, licensed or received by clients of
Disclosing Party.

Records and repositories of all of the foregoing, in whatever form maintained.

Confidential Information does not include information which: (i) is or becomes a part of the
public domain without breach of this Agreement or another agreement; (ii) was in the
Receiving Party’s possession and the Receiving Party was able to disclose this information
without a breach of any other confidentiality arrangement before receiving such information
from the Disclosing party; or (iii) is obtained by the recipient in good faith from a third party
having the right to disclose such information without an obligation of confidentiality.

If either party believes it is required by law or by a subpoena or court order to disclose any of
the other party’s Confidential Information, it shall promptly notify the other party and shall
make all reasonable efforts to allow the other party an opportunity to seek a protective order
or other judicial relief prior to any disclosure.

All Confidential Information provided under this Agreement is provided “AS IS” without any
warranty of any kind. Nothing herein shall be construed as indicating that the Disclosing Party
warrants the completeness, accuracy, reliability, merchantability or fitness for any purpose, of
the Confidential Information provided.

1.2 Unless the context otherwise requires, “including” means “including without limitation”. In
interpreting the words following the words “including” or “including without limitation” the
broadest possible meaning shall be given without any application of the principle Ejusdem
Generis.

1.3 References to statutory provisions, regulations, notices or other rules shall include those
provisions, regulations, notices or other rules, as amended, extended, consolidated, substituted
or re-enacted from time to time.

1.4 In this Agreement, unless the context otherwise requires:

i. the singular includes the plural and vice versa;

ii. words importing one gender include the other gender;
iii. references to Clauses are to clauses of this Agreement;
iv. references to any agreements or document includes all renewals, extensions and
amendments thereof;
v. the headings in this Agreement are inserted for ease of reference only and shall not
affect the interpretation or construction thereof; and
vi. the term “this Agreement” shall include all modifications and supplements hereto
agreed to in writing by the parties from time to time and references to “this
Agreement”, “herein” and “hereto” shall be construed accordingly.

2. PROTECTION OF CONFIDENTIAL INFORMATION

2.1 The Receiving Party shall protect the Disclosing Party’s Confidential Information by using
the same degree of care, but no less than a reasonable degree of care, to prevent the

Confidentiality Agreement 3
 unauthorized use, dissemination, or publication of the Confidential Information as the
Receiving Party uses to protect its own Confidential Information of a like nature. Except as
may be authorized by the Disclosing Party in writing, the Receiving Party will (a) not disclose
Confidential Information to any person who is not a party to this Agreement; (b) limit
dissemination of Confidential Information only to its employees having a "need to know"; and
(c) have an appropriate written agreement with its employees requiring that they comply with
all of the provisions of this Agreement.

2.2 In the event that the Receiving Party is compelled to disclose any Confidential Information
pursuant to a valid order of a court or other government body, the Receiving Party will
promptly notify the Disclosing Party and provide reasonable cooperation to the Disclosing
Party in connection with the Disclosing Party’s efforts to lawfully avoid or limit disclosure
and preserve the confidentiality of the Confidential Information in such circumstances.

3. DISCLOSURE TO EMPLOYEES

3.1 Confidential Information may only be disclosed to employees of the Receiving Party who
need to know such information for the Purpose set forth above and in those instances only to
the extent justifiable by that need. All employees to whom any such disclosure has been made
shall be informed of the confidential nature of the Confidential Information and shall be
directed to use, hold and protect such Confidential Information in accordance with the
provisions of this Agreement, and shall have executed the written agreement set forth in
Section 2 hereof. Failure on the part of an employee of the Receiving Party to use, hold or
protect such Confidential Information in accordance with the provisions of this Agreement
shall constitute a breach of this Agreement by the Receiving Party.

4. RETURN AND DESTRUCTION

4.1 The Disclosing Party may terminate this Agreement at any time without cause upon to the
Receiving Party, however the Receiving Party’s obligation with respect to information
disclosed during the time of this Agreement will survive any such termination. The Disclosing
Party may, at any time (a) cease giving Confidential Information to the Receiving Party
without any liability, and/or (b) request in writing the return of all or part of its Confidential
Information previously disclosed, and all copies thereof in its control, possession, power and
custody and, the Receiving Party shall in less than five (5) days comply with such request,
and certify in writing its compliance

5. NEGOTIATIONS

5.1 The Parties each agree that they will use reasonable efforts not to, and will direct their
employees who are involved in the Purpose set forth above not to disclose to any person,
either the fact that discussions or negotiations are taking place, or any of the terms, conditions
or other information with respect to the Purpose described herein, including the status thereof,
until such time as the parties agree to the disclosure of the same. Each party acknowledges
and agrees that the other party reserves the right, in its full and absolute discretion, to reject
any or all proposals and to terminate discussions and negotiations with respect to the subject
matter of the Purpose set forth in this Agreement at any time.

5.2 The Disclosing Party has no obligation to disclose Confidential Information to the Receiving
Party. This Agreement does not oblige the Disclosing Party to accept any proposal furnished/

Confidentiality Agreement 4
 consultation or service or product provided by the Receiving Party hereunder. . This
Agreement does not constitute an offer to sell the Confidential Information.

6. REMEDIES

6.1 The Parties acknowledge and agree that the unauthorized disclosure of the Disclosing Party’s
Confidential Information could cause harm and significant injury to the Disclosing Party that
may be difficult to ascertain. Accordingly, the Receiving Party agrees that the Disclosing
Party shall, in addition to any other remedies it may have, be entitled to seek and obtain
temporary and/or permanent injunctive relief resulting from any material breach of this
Agreement.

7. NO LICENSE GRANTED/RESTRICTION ON COPYING

7.1 The Receiving Party agrees that the Confidential Information shall be reviewed only for the
limited purpose of consultation/ assignment perceived hereunder and for no other purpose.
The Disclosing Party retains the sole and exclusive ownership and intellectual property rights
to its Confidential Information and no license or any other interest is granted to the Receiving
Party. The Receiving Party shall not seek to obtain any patent or other form of intellectual
property protection, which is based on the Confidential Information.

8. TERM OF DISCLOSURE AND CONFIDENTIALITY

8.1 The period for disclosure of Confidential Information between the Parties under this
Agreement shall be 2 (two) years from the Effective Date of this Agreement unless mutually
agreed to by the parties. The obligation imposed by this Agreement, including but not limited
to non-disclosure and non-use, however, shall endure forever

9. INDEMNIFICATION

9.1 The Receiving Party shall defend, indemnify and hold the Disclosing Party and its
subsidiaries and group companies along with their representatives harmless from and against
any and all losses, claims, liabilities, judgments and other matters, including but not limited
to, reasonable attorney fees arising out of or incurred in connection with, a breach of any
terms and conditions of this Agreement.

10. MISCELLANEOUS

10.1 Assignment

The Receiving Party shall not assign or transfer this Agreement without the prior, written
consent of the Disclosing Party. Any attempted assignment without consent shall be void.

10.2 Modification/ Amendment

No modification or amendment to this Agreement and no waiver of any of the terms or

conditions hereof shall be valid or binding unless contemplated herein or made in writing and
duly executed by each of the Parties.

Confidentiality Agreement 5
 10.3 Waiver and Severability

Failure of a party to enforce its rights on one occasion will not result in a waiver of those
rights on any other occasion.

The Receiving Party hereby agrees that each provision herein shall be treated as a separate
and independent clause, and the unenforceability of any one clause shall in no way impair the
enforceability of any of the other clauses of the Agreement. Moreover, if one or more of the
provisions contained in this Agreement shall for any reason be held to be excessively broad as
to scope, activity, subject or otherwise so as to be unenforceable at law, such provision or
provisions shall be construed by the appropriate judicial body by limiting or reducing it or
them, so as to be enforceable to the maximum extent compatible with the applicable law as it
shall then appear. The Receiving Party hereby further agrees that the language of all parts of
this Agreement shall in all cases be construed as a whole according to its fair meaning and not
strictly for or against any of the Parties.

10.4 Relationship

This Agreement shall not constitute either Party as the legal representative or agent of the
other Party for any purpose whatsoever, and no Party shall have the right or authority to
assume, create, or incur any liability or obligation of any kind express or implied, in the name
of or on behalf of the other Party.

10.5 Costs

Except as otherwise expressly provided in this Agreement, each Party shall pay its own
expenses incidental to this Agreement and the transactions contemplated hereby, including all
legal fees and disbursements and fees and expenses of other advisors retained by it and costs
and expenses incurred in connection with the execution of this Agreement.

10.6 Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersedes prior negotiations, representations, or agreements, either
written or oral.

10.7 Notices

All approvals, consents and notices required to be given or served hereunder by either Party
hereto to the other shall be deemed to be given or served if the same shall have been delivered
to, left at, sent by air mail, registered post or by facsimile by either Party to the other at their
following respective addresses:

If to the Disclosing Party

Address: #38, 3rd floor,7th cross,3rd main, Subramanyapura post, Uttarahalli 560061
Attn: Guru Prasad

If to the Receiving Party

Address:

Sherin,

Confidentiality Agreement 6
 No-9,Taddur Nilaya,12th cross,Sarakki Garden, JP Nagar 6th
Phasse,
Bangalore,Karnataka, 560 078

Telephone: 8762124316
Fax:
Attn: Sherin

All notices referred in this Agreement or other communications shall be deemed to have been
duly given or made:

(a) Two (2) days after being deposited in the mail with postage pre-paid; and
(b) If delivered by facsimile, when receipt is acknowledged.

10.8 Governing Law and Jurisdiction

This Agreement shall be interpreted and governed by the laws of India and the competent
courts of State of Karnataka and no other courts shall be entitled to entertain and try any
dispute or matter relating to or arising out of this Agreement.

10.9 Counterparts

This Agreement may be signed in any number of counterparts, each of which is an original
and all of which, taken together, constitutes one and the same instrument.

Confidentiality Agreement 7
IN WITNESS WHEREOF the Parties hereto have hereunto set their respective signatures on the day
and year first hereinabove written.

SIGNED AND DELIVERED BY THE

AUTHORISED REPRESENTATIVE OF THE
WITHIN NAMED DISCLOSING PARTY IN
THE PRESENCE OF
[Guru Prasad]

________________________

SIGNED AND DELIVERED BY THE

AUTHORISED REPRESENTATIVE OF THE
WITHIN NAMED RECEIVING PARTY IN
THE PRESENCE OF

[Sherin]

________________________

WITNESSES:
1.

2.

Confidentiality Agreement 8