Contracts and agreements

Mutual non-disclosure agreement

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MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is made and entered into at Place of execution on this Day of execution day of Month of execution, Year of execution ("Execution Date"), BY AND BETWEEN:

First Party nameFIRST PARTY

a First Party entity type incorporated under the Companies Act, 2013 / registered under applicable Indian law, having its registered office at First Party registered office, represented by First Party signatory name, First Party signatory designation (hereinafter referred to as "First Party", which expression shall, unless repugnant to the context, include its successors and permitted assigns)of the ONE PART

AND

Second Party nameSECOND PARTY

a Second Party entity type incorporated under the Companies Act, 2013 / registered under applicable Indian law, having its registered office at Second Party registered office, represented by Second Party signatory name, Second Party signatory designation (hereinafter referred to as "Second Party", which expression shall, unless repugnant to the context, include its successors and permitted assigns)of the OTHER PART

The First Party and the Second Party are hereinafter individually referred to as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS the Parties desire to enter into discussions and negotiations in connection with Purpose of discussion (the "Purpose");

AND WHEREAS, in the course of such discussions, each Party may disclose to the other certain confidential and proprietary information, and the Parties wish to protect such information in accordance with the terms of this Agreement;

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

1.DEFINITIONS

1.1 "Confidential Information" means any and all information, in whatever form or medium, disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether before or after the Execution Date, including without limitation: (a) business, financial, commercial and technical information; (b) trade secrets, know-how, inventions (whether or not patentable), designs, source code, algorithms; (c) customer, supplier and vendor lists and related information; (d) marketing plans, pricing, and business strategies; (e) personal data; and (f) the existence and terms of this Agreement and the fact that discussions are taking place between the Parties.

1.2 Confidential Information shall include all notes, analyses, summaries, extracts and other materials prepared by the Receiving Party that contain or are derived from Confidential Information ("Derivative Materials").

2.EXCLUSIONS

2.1 Confidential Information shall not include information that the Receiving Party can demonstrate by contemporaneous written records:

(a)was in the public domain at the time of disclosure, or subsequently entered the public domain through no act, default or omission of the Receiving Party;

(b)was lawfully in the Receiving Party's possession, free of any obligation of confidentiality, prior to disclosure by the Disclosing Party;

(c)was lawfully received from a third party without restriction and without breach of any obligation of confidentiality;

(d)was independently developed by the Receiving Party without use of, access to, or reference to the Confidential Information; or

(e)was required to be disclosed by law, regulation, or an order of a court or tribunal of competent jurisdiction, subject to Clause 3.4.

3.OBLIGATIONS OF THE RECEIVING PARTY

3.1 The Receiving Party shall:

(a)keep all Confidential Information strictly confidential and use at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care;

(b)use the Confidential Information solely for the Purpose and for no other purpose whatsoever;

(c)not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party; and

(d)not reverse engineer, decompile or disassemble any materials, prototypes, software or other tangible objects embodying Confidential Information.

3.2 The Receiving Party may disclose Confidential Information to those of its directors, officers, employees, professional advisers and consultants ("Representatives") who have a strict need to know for the Purpose, provided such Representatives are bound by confidentiality obligations no less protective than those contained in this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

3.3 The Receiving Party shall promptly notify the Disclosing Party in writing upon becoming aware of any unauthorised use or disclosure of Confidential Information and shall take (and assist the Disclosing Party in taking) all reasonable steps to mitigate the effects of such breach.

3.4 If the Receiving Party is required by law or by an order of a court, tribunal or regulatory authority to disclose Confidential Information, it shall, to the extent legally permissible, give the Disclosing Party prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy, and shall disclose only that portion of the Confidential Information which is legally required to be disclosed.

4.NO LICENCE OR OTHER RIGHTS

4.1 All Confidential Information shall remain the sole and exclusive property of the Disclosing Party. No licence, title, or interest of any kind in or to any Confidential Information is granted to the Receiving Party, whether by implication, estoppel or otherwise.

4.2 Nothing in this Agreement shall oblige either Party to disclose any Confidential Information, or to enter into any further agreement, negotiation or transaction with the other Party.

4.3 All Confidential Information (including all copies, extracts and Derivative Materials) shall be returned or destroyed by the Receiving Party, at the Disclosing Party's option, within Return or destruction period in days days of: (a) completion of the Purpose; (b) written demand by the Disclosing Party; or (c) termination of this Agreement. The Receiving Party shall certify such return or destruction in writing. Copies retained in routine electronic back-up systems, or required to be retained by law or professional regulation, shall remain subject to the confidentiality obligations of this Agreement.

5.TERM AND SURVIVAL

5.1 This Agreement shall come into effect on the Execution Date and shall remain in force for a period of Term of agreement in years years ("Term"), unless terminated earlier by either Party upon Termination notice period in months months' prior written notice.

5.2 The obligations of confidentiality, non-use and return/destruction under this Agreement shall survive the expiry or termination of this Agreement for a period of Confidentiality survival period in years years thereafter; provided that obligations in respect of trade secrets shall continue for as long as such information remains a trade secret under applicable law.

6.NO WARRANTY

6.1 All Confidential Information is disclosed "AS IS". The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, and shall have no liability arising from the Receiving Party's use thereof.

7.REMEDIES

7.1 The Parties acknowledge that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, in addition to all other remedies available at law, the Disclosing Party shall be entitled to seek injunctive and other equitable relief, including under the Specific Relief Act, 1963, without the necessity of proving actual damages or posting any bond.

7.2 Recovery of damages under the Indian Contract Act, 1872, and other available remedies, shall be in addition to and not in derogation of equitable relief.

8.DATA PROTECTION

8.1 Where Confidential Information includes personal data, the Receiving Party shall process such personal data only for the Purpose and in accordance with applicable Indian data protection law, including the Digital Personal Data Protection Act, 2023, and reasonable security safeguards as agreed between the Parties.

9.PUBLICITY

9.1 Neither Party shall use the name, logo, trademarks or other identifiers of the other Party, or issue any press release or public statement regarding this Agreement or the Purpose, without the prior written consent of the other Party.

10.NON-SOLICITATION

10.1 During the Term and for a period of Non-solicitation period in years years thereafter, neither Party shall knowingly solicit for employment any employee of the other Party who was directly involved in the discussions pursuant to the Purpose, other than through general public advertisements not specifically targeted at such employees. This restriction shall not apply to (a) employees who respond to general advertisements, or (b) employees whose employment has ceased for at least Minimum period since employment ceased in months months prior to the solicitation.

11.TAXES

11.1 Each Party shall bear its own costs and taxes (including GST, where applicable) arising in connection with this Agreement. Nothing in this Agreement constitutes a supply for consideration; the Parties confirm that the disclosures contemplated herein are not intended to attract GST under the Central Goods and Services Tax Act, 2017. If a tax authority nonetheless levies GST or any other tax on any disclosure hereunder, the Party receiving the demand shall notify the other and the Parties shall bear such tax in the proportion of Proportion for bearing any tax levied as mutually agreed in writing, or as required by law.

12.STAMP DUTY

12.1 Each Party shall be responsible for compliance with applicable stamp duty under the relevant State Stamp Act in respect of this Agreement, and the stamp duty of Party responsible for stamp duty shall be borne by the Party designated herein.

13.GOVERNING LAW

13.1 This Agreement shall be governed by and construed in accordance with the laws of India, and the Parties submit to the exclusive jurisdiction of the courts at City of governing jurisdiction.

14.DISPUTE RESOLUTION

14.1 Any dispute, controversy or claim arising out of or in connection with this Agreement, including regarding its existence, validity, breach or termination, shall first be sought to be resolved by good-faith negotiation between senior representatives of the Parties within Negotiation escalation period in days days of written notice of the dispute.

14.2 If the dispute remains unresolved, it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator mutually appointed by the Parties, or failing agreement, appointed in accordance with the said Act. The seat and venue of arbitration shall be Arbitration seat and venue city, the language of arbitration shall be English, and the governing procedural law shall be Indian law. The award of the arbitrator shall be final and binding on the Parties, and costs shall be awarded as determined by the arbitrator.

14.3 Notwithstanding the foregoing, either Party may seek urgent interim or injunctive relief from a court of competent jurisdiction to protect its Confidential Information.

15.GENERAL PROVISIONS

15.1 This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, understandings and agreements, whether written or oral, relating thereto.

15.2 No amendment or modification of this Agreement shall be valid unless made in writing and signed by duly authorised representatives of both Parties.

15.3 Neither Party may assign this Agreement without the prior written consent of the other Party.

15.4 No waiver of any provision of this Agreement shall be effective unless in writing, and no waiver shall constitute a waiver of any other or subsequent breach.

15.5 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force, and the Parties shall negotiate in good faith a valid substitute provision reflecting their original intent.

15.6 Notices under this Agreement shall be in writing, in English, and delivered by hand, registered post with acknowledgment due, or confirmed email, to the addresses of the Parties set out above, or such other address as a Party may notify in writing.

15.7 Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party.

15.8 This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day, month and year first above written.

For and on behalf of First Party nameFor and on behalf of Second Party name

First Party signatory nameSecond Party signatory name

First Party signatory designationSecond Party signatory designation

Witness 1:Witness 2:

Name: First witness nameName: Second witness name

Address: First witness addressAddress: Second witness address

Signature: Signature:

MUTUAL NON-DISCLOSURE AGREEMENT

First Party nameFIRST PARTY

AND

Second Party nameSECOND PARTY

The First Party and the Second Party are hereinafter individually referred to as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS the Parties desire to enter into discussions and negotiations in connection with Purpose of discussion (the "Purpose");

1.DEFINITIONS

2.EXCLUSIONS

2.1 Confidential Information shall not include information that the Receiving Party can demonstrate by contemporaneous written records:

(a)was in the public domain at the time of disclosure, or subsequently entered the public domain through no act, default or omission of the Receiving Party;

(b)was lawfully in the Receiving Party's possession, free of any obligation of confidentiality, prior to disclosure by the Disclosing Party;

(c)was lawfully received from a third party without restriction and without breach of any obligation of confidentiality;

(d)was independently developed by the Receiving Party without use of, access to, or reference to the Confidential Information; or

(e)was required to be disclosed by law, regulation, or an order of a court or tribunal of competent jurisdiction, subject to Clause 3.4.

3.OBLIGATIONS OF THE RECEIVING PARTY

3.1 The Receiving Party shall:

(b)use the Confidential Information solely for the Purpose and for no other purpose whatsoever;

(c)not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party; and

(d)not reverse engineer, decompile or disassemble any materials, prototypes, software or other tangible objects embodying Confidential Information.

4.NO LICENCE OR OTHER RIGHTS

4.2 Nothing in this Agreement shall oblige either Party to disclose any Confidential Information, or to enter into any further agreement, negotiation or transaction with the other Party.

5.TERM AND SURVIVAL

6.NO WARRANTY

7.REMEDIES

7.2 Recovery of damages under the Indian Contract Act, 1872, and other available remedies, shall be in addition to and not in derogation of equitable relief.

8.DATA PROTECTION

9.PUBLICITY

10.NON-SOLICITATION

11.TAXES

12.STAMP DUTY

13.GOVERNING LAW

13.1 This Agreement shall be governed by and construed in accordance with the laws of India, and the Parties submit to the exclusive jurisdiction of the courts at City of governing jurisdiction.

14.DISPUTE RESOLUTION

14.3 Notwithstanding the foregoing, either Party may seek urgent interim or injunctive relief from a court of competent jurisdiction to protect its Confidential Information.

15.GENERAL PROVISIONS

15.2 No amendment or modification of this Agreement shall be valid unless made in writing and signed by duly authorised representatives of both Parties.

15.3 Neither Party may assign this Agreement without the prior written consent of the other Party.

15.4 No waiver of any provision of this Agreement shall be effective unless in writing, and no waiver shall constitute a waiver of any other or subsequent breach.

15.7 Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party.

SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day, month and year first above written.

For and on behalf of First Party nameFor and on behalf of Second Party name

First Party signatory nameSecond Party signatory name

First Party signatory designationSecond Party signatory designation

Witness 1:Witness 2:

Name: First witness nameName: Second witness name

Address: First witness addressAddress: Second witness address

Signature: Signature:

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CONFIDENTIALITY AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

This Confidentiality and Intellectual Property Assignment Agreement ("Agreement") is made and entered into at Place of execution on this Day of execution day of Month of execution, Year of execution

BETWEEN

Disclosing party name, a company incorporated under the Companies Act, 2013, having CIN Disclosing party CIN and registered office at Disclosing party address, represented by Disclosing party representative name, Disclosing party representative designation (hereinafter referred to as the "Disclosing Party", which expression shall, unless repugnant to the context, include its successors and permitted assigns)

Receiving party name, a Receiving party entity type having registered/registered office at Receiving party address, represented by Receiving party representative name, Receiving party representative designation (hereinafter referred to as the "Receiving Party", which expression shall, unless repugnant to the context, include its successors and permitted assigns)

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Confidentiality and IP assignment agreement

CONSULTANCY AGREEMENT

This Consultancy Agreement ("Agreement") is made and executed on this Execution date day of Execution month and year

BY AND BETWEEN

Client name: "CLIENT"

a company incorporated under the Companies Act, 2013, having its registered office at Client registered office

represented by Client representative name, Client representative designation (hereinafter referred to as the "Client", which expression shall, unless repugnant to the context, include its successors and permitted assigns)

AND

Consultant name: "CONSULTANT"

Consultant constitution, having its address at Consultant address, possessing PAN Consultant PAN and GSTIN Consultant GSTIN

represented by Consultant representative name, Consultant representative designation (hereinafter referred to as the "Consultant", which expression shall, unless repugnant to the context, include its successors and permitted assigns)

Contracts and agreements