NON-DISCLOSURE AGREEMENT

BETWEEN

NRV DesignX Private Limited

AND

Mescada Pty Ltd

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 NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of 11th day of February 2025
(“Effective Date”).
BY AND BETWEEN
NRV DesignX Private Limited, a private limited company, incorporated in India under the Companies Act,
2013 and having its registered office at Nathanpur, Upper Nathanpur, Rural Dehradun, Uttarakhand, I.I.P.,
Dehradun, Uttarakhand, India, 248005, India (hereinafter referred to as “DesignX” which expression shall,
unless it be repugnant to the context, include its administrators and permitted assigns, as the case may be) of
the FIRST PART;
AND
Mescada Pty Ltd,a company incorporated in Singapore under the laws of Singapore and having its registered
office at Suite 301, 17 Everage St, Moonee Ponds, VIC 3039 (hereinafter referred to as “Other Party”, which
expression shall, unless repugnant to or inconsistent with the context or meaning thereof, be deemed to include
its successors and permitted assigns) of the SECOND PART.
(DesignX and the Other Party are hereinafter collectively referred to as the “Parties” and individually as a
“Party”).
The Party disclosing the Confidential Information (as defined below) shall be referred to as the “Disclosing
Party”. The Party receiving the Confidential Information shall be referred to as the “Receiving Party”.
WHEREAS:
A. Parties are discussing a possible transaction in relation to an interest in exploring the interest in a
potential business relationship to expand DesignX's business outside India with the Other Party
(“Purpose”) and, during the discussions, the Parties and their respective representatives may disclose
to each other information of a confidential nature.
B. Either Party may disclose to the other Party, either orally or in any recorded medium, information
comprising or relating to its: techniques, contracts, financial information, business plans, business
ideas, potential clients, client data, business affairs, operations, employee data, pricing, service
proposals, methods of operations, procedures, products and/or services ("Confidential
Information”). Confidential Information shall include all non-public information furnished as above,
disclosed or transmitted regardless of form.
1. COVENANTS
1.1 In consideration of the disclosure of Confidential Information by the Disclosing Party, the Receiving
Party hereby agrees: (i) to hold the Confidential Information in strict confidence and to take all
reasonable precautions to protect such Confidential Information (including without limitation, all
precautions the Receiving Party employs with respect to its own confidential materials); (ii) not to
disclose any such Confidential Information or any information derived from such Confidential
Information to any third person; (iii) not to make any use whatsoever at any time of such Confidential
Information except to evaluate internally its proposed relationship with the Disclosing Party or its
group entity; and (iv) not to copy or reverse engineer any such Confidential Information. The
Receiving Party shall procure that its employees, agents, officers, sub-contractors, companies,
partnerships and limited liability partnerships to whom/ which Confidential Information is disclosed
or who/ which have access to Confidential Information execute a nondisclosure or similar agreement
in content substantially similar to this Agreement.
1.2 Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will
return to the Disclosing Party all Confidential Information and all documents or media containing any
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 such Confidential Information and any and all copies or extracts thereof; save and except a case in
which such Confidential Information is in a form incapable of return, or such Confidential Information
has been copied or transcribed into another document, in which case the Confidential Information
shall be destroyed or erased, as appropriate.
1.3 The Receiving Party understands that nothing contained herein requires the Disclosing Party to
proceed with any transaction or relationship.
1.4 The Receiving Party hereby acknowledges and agrees that no representation or warranty, express or
implied, is or shall be made by the Disclosing Party, and no responsibility or liability is or shall be
accepted by the Disclosing Party, or by any of its respective directors, officers, employees, agents or
advisers, as to, or in relation to, the accuracy or completeness of any Confidential Information made
available to the Receiving Party or its advisers. The Receiving Party shall be responsible for making
its own evaluation of such Confidential Information.
1.5 Exceptions: The obligations and restrictions herein shall not apply to Confidential Information that
falls within any of the following exceptions, provided the Receiving Party bears the burden of
establishing one of these exceptions:
i. the information is or becomes part of the public domain without breach of this Agreement;
ii. the information being lawfully in the possession of the Receiving Party prior to a disclosure;
iii. the information is independently developed by the Receiving Party, without use of the Disclosing
Party’s Confidential information;
iv. the information is received from a third party who lawfully acquired such information without
restriction, and without a breach of this Agreement, by the Receiving Party and/or
v. the information is disclosed under operation of law or government regulation, provided that the
Receiving Party delivers a copy of such order or action to the Disclosing Party unless specifically
directed not to disclose/ provide a copy of such order/ action to the disclosing party.
2. TERM
2.1 This Agreement shall remain in effect for the period commencing from Effective Date on the later of
(i) 5 year/s from the date of execution of this Agreement, or, (ii) till the services are being provided by
the Receiving Party to the Disclosing Party to fulfill the Purpose.
2.2 The confidentiality obligations under Clause 1 shall survive a term of Two (2) years from the date of
termination or expiry of this Agreement. Unless the Parties otherwise agree in writing, this Agreement
shall automatically terminate on (i) the date of execution of definitive agreements between the Parties;
or (ii) on the expiry of 1 year/s from the Effective Date, whichever is earlier.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 For the purposes of this Agreement, Intellectual Property Rights (“IPR”) shall mean all rights, title,
and interest, whether registered or unregistered, in and to patents, copyrights, trademarks, trade
secrets, designs, know-how, source code, algorithms, inventions, and any other proprietary rights
arising under applicable law.
3.2 Each Party shall retain ownership of all IPR it owns, develops, or acquires, whether before or during
the term of this Agreement. Nothing in this Agreement shall transfer or assign any IPR from one Party
to the other, except as expressly agreed in writing. The Disclosing Party grants the Receiving Party a
limited, revocable, non-exclusive, and non-transferable license to use its IPR solely for the Purpose
defined in this Agreement. The Receiving Party shall not reverse engineer, decompile, disassemble, or
otherwise attempt to derive the source code or proprietary information of any IPR provided by the
Disclosing Party, nor use or exploit the Disclosing Party’s IPR beyond what is necessary for the
Purpose.
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3.3 Any IPR jointly developed during the term of this Agreement shall be jointly owned unless otherwise
mutually agreed in writing. All IPR provided by the Disclosing Party shall be treated as Confidential
Information under Clause 1, and the Receiving Party shall ensure its protection. The obligations under
this Clause shall survive the termination or expiry of this Agreement.
4. ENFORCEMENT
4.1 The Receiving Party also agrees that all the provisions of this Agreement shall be specifically
enforceable by the Disclosing Party against the Receiving Party and its agents and/or representatives
by injunctive and other relief. All the provisions hereof shall survive the end of the term of this
Agreement if either party breaches any provision within the time period specified in Clause 2.
5. INDEMNITY
5.1 The Receiving Party hereby agrees (without limiting any other remedy of the Indemnified Party
(defined hereinafter) under this Agreement or in any other way, including its rights to damages in
respect of Losses (defined hereinafter) for breach of any covenant on any other basis) to irrevocably
and unconditionally indemnify and hold harmless, without demur, the Disclosing Party and its
respective officers, employees, consultants, agents and representatives (each, an “Indemnified
Party”) from and against any and all liabilities, fines, suits, claims, obligations, damages, penalties,
demands, proceedings, claims, non-satisfaction of any net-off obligations, actions, costs and expenses
of any kind or nature (including without limitation, legal and other fees) (together, referred to as
“Losses”) imposed or incurred or suffered by any Indemnified Party that may arise in connection with
any breach of any covenant or obligation of the Receiving Party and its respective officers, employees,
consultants, agents and representatives (each, an “Indemnifying Party”) contained in this Agreement,
by making immediate payment to the respective Indemnified Party, on demand, in writing by such
Indemnified Party, of a sum equal to the aggregate of:
(a) the amount which should be necessary to put such Indemnified Party into the financial
position which would have existed had there been no breach of the covenants or obligations
in question; and
(b) all reasonable costs and expenses suffered or incurred by the Indemnified Party as a result of
or in connection with such breach of covenants or obligations.
6. MISCELLANEOUS:
6.1 Notice: All notices, requests, demands or other communication required or permitted to be given
under this Agreement and the provisions contained herein shall be written in English and shall be
deemed to be duly sent by registered post, postage prepaid or transmitted by facsimile transmission/ e-
mail or courier to the other Party at the address indicated below
In the case of notices to the DesignX, to:
Attention: Mr. Rajat Srivastav
Address: 26-27, third floor, Mad Influence HQ, Block B, Sector 1, Noida, Uttar Pradesh
201301
E-mail: [Link]@[Link]

In the case of notices to the Other Party, to:

Address: Suite 301, 17 Everage St, Moonee Ponds, VIC 3039

E-mail: [Link]@[Link]
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6.2 Waiver: The failure of the Disclosing Party to enforce its rights under this Agreement at any time for
any period shall not be construed as a waiver of such rights.
6.3 Severability: If any provision of this Agreement is held to be illegal, invalid or unenforceable, in
whole or in part, under applicable laws, such provision or part shall, to that extent be deemed not to
form part of this Agreement, and the legality and enforceability of the remainder of this Agreement
shall not be affected. In the event of the invalidity or unenforceability of any provision of this
Agreement or any provision is declared by a court of competent jurisdiction to be, invalid, illegal or
unenforceable, the Parties shall immediately negotiate in good faith so as to agree and replace such
one or more provisions with another, which is not prohibited or unenforceable under applicable laws
and has, as far as possible, the same legal and commercial effect as that which it replaces.
6.4 Assignment: The Receiving Party shall not assign or transfer all or any part of its rights under this
Agreement without the consent of the other Party.
6.5 Amendment: This Agreement may not be amended for any other reason without the prior written
consent of both Parties.
6.6 Governing Law and Dispute Resolution
6.6.1 This Agreement, regardless of where executed, shall be subject to, governed by and construed in
accordance with the laws of Singapore. The courts in Singapore shall have exclusive jurisdiction to
settle any dispute or claim that arises out of or in connection with this Agreement.
6.6.2 If any dispute, controversy or claim amongst the Parties arises out of or in connection with this
Agreement, including the breach, termination or invalidity thereof (“Dispute”), the Parties shall
resolve such Dispute in a manner as follows:
[Link] Mutual Negotiations: The Parties shall use all reasonable endeavours to negotiate with a view to
resolving the Dispute amicably. If one Party gives the other Party notice that a Dispute has arisen
(“Dispute Notice”) and the Parties are unable to resolve the Dispute amicably within 7 (seven)
days of service of the Dispute Notice (or such longer period as the disputing Parties may mutually
agree) (“Conciliation Period”), then the Parties shall refer the Dispute to arbitration.
[Link] Arbitration: If the Parties are unable to resolve the Dispute as per Clause [Link] (Mutual
Negotiations), within the period specified therein, any Party to the Dispute shall be entitled to
serve a notice invoking this Clause [Link]. Any disputes or claims arising out of or in connection
with this Agreement, including any question regarding its existence, validity, interpretation,
performance, breach, or termination, shall be referred to and finally resolved by arbitration under
the arbitration rules of the Singapore International Arbitration Centre (SIAC), as amended from
time to time (the “Rules”). The Rules are incorporated by reference into this clause. There shall be
one arbitrator appointed by the SIAC pursuant to the Rules.
[Link] The seat, or legal place, of arbitration shall be Singapore. The language to be used in the arbitral
proceedings shall be English. The law of the arbitration shall be Singapore law.

6.7 Remedies: In the event of contravention of the terms of this Agreement, the aggrieved Party shall be
entitled to all legal remedies, including without limitation remedies by way of specific performance or
injunctions to prevent the disclosure of Confidential Information.
6.8 Further Assurances: The Parties shall execute any further instruments and take further action as maybe
required to effect the transactions contemplated under this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date and
year first hereinabove written:

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 For and on behalf of the DesignX For and on behalf of the Other Party
NRV DesignX Private Limited Mescada Pty Ltd

________________ ________________
Name: Rajat Srivastav Name: David Kwan
CEO Digital Enterprise Manager
(Authorised Signatory) (Authorised Signatory)