Non-Disclosure Agreement

This Agreement made on this 1st day of March, 2022 at Delhi by and between:

#company name#., a company/LLP/Partnership firm/Sole proprietorship firm having its

registered office at 123, Delhi (hereinafter referred to as “Developer”, which expression shall
unless repugnant to the context or meaning thereof, include its representatives, successors and
permitted assigns);

And
DEVELOPER and COMPANY shall hereinafter be referred to as such or collectively as
“Parties” and individually as “Party” as the context may require.

WHEREAS both the Parties herein wish to pursue discussions and negotiate with each other for
the purpose of entering into a potential business arrangement in relation to the further
development of software and website of the Company including but not limited to user interface
designs, prototypes, source code, software products by the Developer (“Proposed
Transaction”);

AND WHEREAS the Company shall share certain information, material and documents relating
to its software, business and plans and/or prospects of its business (hereinafter referred to as
“Confidential Information”, more fully detailed in clause 1 herein below) that the Company
regards as proprietary and confidential; and
AND WHEREAS the Company shall share certain information, material and documents relating
to its software, business and plans and/or prospects of its business (hereinafter referred to as
“Confidential Information”, more fully detailed in clause 1 herein below) that the Company
regards as proprietary and confidential; and

AND WHEREAS, the Developer wishes to review such Confidential Information of the other for
the sole purpose of determining their mutual interest in engaging in the Proposed Transaction;

IN CONNECTION WITH THE ABOVE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Confidential Information shall include any information disclosed by the Company

either in oral, physical or electronic medium with the Developer for the purposes of this
Agreement, and such information and documents includes without limitation:

a) the software designs shared by the Company, either orally, physically, virtually, online or in
any recorded medium, comprising or relating to its software product/business/ business plans
etc.;
b) techniques, schematics, passwords, business plan, market data, blueprints, prototypes,
source code, software products, analytical data, formulae, IT systems, computer software
programs, user interface designs, descriptions of functions and features of the software.
c) present and proposed products, designs, drawings, trademarks, patents, samples,
products, product plans, roadmap, strategies, specifications, manuals, equipment engineering,
financial information, unpublished patent applications, research-in-progress, work-in-progress;
d) sales and marketing plans, market intelligence, planning and merchandising strategies, ,
sales statistics, customer data, third party information; operations; strategies; negotiations,
discussion, ideas, inventions; methodologies; technologies; software licenses; any data
generated/ obtained by installation of any software;
e) know-how; trade secrets; pricing; methods of operations; procedures; engagement models;
products and/ or services.

2. DUTIES AS TO CONFIDENTIALITY

2.4.Confidential Information shall at all times remain the property of the Company and may not
be copied or reproduced by the Developer.
2.5.Within seven (7) days of a written request by the Company, the Developer shall
return/destroy (as may be requested in writing by the Company or upon expiry of this
Agreement, all originals, copies, reproductions and summaries of Confidential Information
provided to the Developer by the Company.
2.6.The Developer may disclose the Confidential Information only to the Developer's
representatives or employees on a need-to-know basis. The Developer shall have executed or
shall execute appropriate written agreements with third parties, in a form and manner sufficient
to enable the Developer to enforce all the provisions of this Agreement.
2.7.Neither Party shall use the other Party’s name, trademarks, proprietary words or symbols or
disclose under this Agreement in any publication, press release, marketing material, or
otherwise without the prior written approval of the other.
2.8.This clause shall survive any termination of this Contract and continue in force for a period
of one year after any termination.

4. RETURN OF CONFIDENTIAL INFORMATION

4.1. Upon: (a) receiving a written request by the Company; or (b) termination of the discussions
or arrangements between the Company and Developer (for any reason whatsoever), the
Developer shall forthwith deliver to the Company (without retaining copies thereof) all
Confidential Information comprised in whatever form or media including but not limited to;
documents, proposals, photographs, film, videos, maps, tapes, discs, computer hardware and
software, which is in the Developer’s possession or under the Developer’s control in any way
and the results thereof or the business of the Company or its related or affiliated entities or joint
venture partners or projects.

5. EFFECTIVE DATE

5.1. This Agreement will be effective from the #date# of this Agreement by both Parties and
will remain valid for a term of 1 year. The obligations of the Parties shall however continue for a
period of 1 year post termination/expiration of this Agreement.

9. MISCELLANEOUS
 i. Each Party warrants that it has the authority to enter into this Agreement.

ii. If any provision of this agreement is held to be invalid or unenforceable to any extent,
the remainder of this Agreement shall not be affected and each provision hereof shall be valid
and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of
this Agreement shall be replaced with a provision that is valid and enforceable and most nearly
reflects the original intent of the unenforceable provision.
If any provision of this agreement is held to be invalid or unenforceable to any extent, the
remainder of this Agreement shall not be affected and each provision hereof shall be valid and
enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of this
Agreement shall be replaced with a provision that is valid and enforceable and most nearly
reflects the original intent of the unenforceable provision.

iii. This Agreement may be executed in two counterparts, each of which will be deemed
to be an original, and all of which, when taken together, shall be deemed to constitute one and
the same agreement.

iv. The relationship between both the Parties to this Agreement shall be on a
principal-to-principal basis and nothing in this agreement shall be deemed to have created a
relationship of an agent or partner between the Parties and none of the employees of the
Company shall be considered as employees of Second Party, and vice versa.

vi. All modifications and amendments to this Agreement must be made in writing.

vii. The Agreement and/or any rights arising from it cannot be assigned or otherwise
transferred either wholly or in part, without the written consent of the other Party.

in witness whereof, the parties hereto have executed this confidentiality agreement in
duplicate by affixing the signature of the authorised representatives as of the date herein
above mentioned.

On behalf of Developer

On behalf of Company
Signature 1

Signature

Name

Name
Saurabh Bhardwaj
Désignations

#signatory#
Désignation
CEO/Founder
Place

Place
Delhi
Date

Date
21.03.2022