Mutual Non-Disclosure Agreement

Parties and Recitals

This Mutual Non-Disclosure Agreement ("Agreement") is entered into between:

The parties wish to explore a potential business relationship or project engagement ("Purpose") and, in connection with that exploration, may disclose Confidential Information to each other. The parties agree to protect each other's Confidential Information on the terms set out in this Agreement.

1. Definitions

2. Confidentiality Obligations

The Receiving Party agrees to:

• Keep all Confidential Information of the Disclosing Party strictly confidential;
• Use Confidential Information only for the Purpose and for no other purpose;
• Not reproduce, copy, or store Confidential Information beyond what is reasonably necessary for the Purpose;
• Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except as permitted under Section 4.

3. Standard of Care

The Receiving Party will protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no event less than reasonable care.

4. Permitted Disclosures to Representatives

The Receiving Party may disclose Confidential Information to its Representatives who have a genuine need to access it for the Purpose, provided that:

• Each Representative is informed of the confidential nature of the information before disclosure;
• Each Representative is bound by confidentiality obligations at least as protective as those in this Agreement (whether by contract or professional duty); and
• The Receiving Party remains responsible for any breach of this Agreement by its Representatives.

5. Exclusions from Confidentiality

The obligations in this Agreement do not apply to information that the Receiving Party can demonstrate:

• is or becomes publicly known through no breach of this Agreement by the Receiving Party;
• was already known to the Receiving Party prior to disclosure, as evidenced by contemporaneous written records;
• is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information;
• is received from a third party who has the lawful right to disclose it without restriction; or
• is required to be disclosed by applicable law, court order, or a binding demand from a regulatory or governmental authority (subject to Section 6).

6. Compelled Disclosure

If the Receiving Party is required by law, regulation, court order, or governmental authority to disclose any Confidential Information, the Receiving Party will:

• provide the Disclosing Party with prompt prior written notice of the requirement (to the extent legally permitted);
• cooperate reasonably with the Disclosing Party in seeking a protective order, confidential treatment, or other appropriate relief; and
• disclose only the minimum portion of Confidential Information required by the legal obligation.

Disclosure under this Section does not constitute a breach of this Agreement.

7. Return or Destruction of Confidential Information

On termination of this Agreement, or on the Disclosing Party's written request at any time, the Receiving Party will:

• promptly return all tangible Confidential Information to the Disclosing Party; and
• destroy (and confirm destruction of) all copies, notes, and derivatives of Confidential Information in electronic or written form, to the extent technically practicable.

Notwithstanding the above, the Receiving Party may retain Confidential Information that is required to be retained by applicable law or its bona fide document retention policy, in which case the retained information remains subject to this Agreement.

8. No Licence Granted

Nothing in this Agreement grants the Receiving Party any licence, right, or interest in the Disclosing Party's Confidential Information, intellectual property, patents, trade marks, copyrights, or trade secrets, other than the limited right to use Confidential Information for the Purpose.

9. No Warranty on Accuracy

The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, or fitness for purpose of any Confidential Information disclosed. The Receiving Party relies on Confidential Information at its own risk.

10. Residual Knowledge

The Receiving Party may use, in the conduct of its business, any knowledge, ideas, concepts, know-how, or techniques that are retained in the unaided memory of its Representatives, provided that such use does not result in a breach of any applicable intellectual property law or any other obligations of this Agreement. The Receiving Party does not have any obligation to limit or restrict the activities of Representatives in respect of such residual knowledge.

This Section does not grant any licence to use specifically retained source code, proprietary algorithms, or personally identifiable information.

11. Term and Survival of Obligations

This Agreement commences on the date it is executed and continues for a period of 2 years("Term"), unless earlier terminated by either party on 30 days' written notice.

The confidentiality obligations in this Agreement survive expiry or termination for a further period of 3 years in respect of Confidential Information that is not a trade secret. In respect of trade secrets, the obligations survive for as long as the information qualifies as a trade secret under applicable law.

12. Injunctive Relief

The parties acknowledge that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party is entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, without the requirement to post a bond or other security.

13. Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of India. Each party submits to the exclusive jurisdiction of the courts of competent jurisdiction in Mumbai, Maharashtra, India.

14. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter of confidentiality in connection with the Purpose and supersedes all prior and contemporaneous agreements, understandings, and representations relating thereto. This Agreement may be amended only by a written instrument executed by both parties.

15. Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument. Electronic signatures (including those executed via DocuSign, Zoho Sign, or equivalent platforms, or by email confirmation of acceptance) are accepted as legally binding.