NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the “Agreement”) is made at Mumbai

on rd day of Month July 2025.

BY AND BETWEEN

BRANDIGO PRIVATE LIMITED, a Private Limited company

incorporated under the Companies Act 2013 (18 of 2013, bearing
Corporate Identification Number U74999MH2021PTC362448. having its
registered office at Plot No D-222/20 TTC Industrial Area, MIDC
Shirwane, Nerul, Navi Mumbai, Thane, Maharashtra 400706 represented
by its authorised signatory hereinafter referred to as the “Brandigo”
(which expression, unless repugnant to the context shall mean and
include its successors, representatives and permitted assigns etc.) of the
ONE PART.

AND

…………………………………………………is a Private a company incorporated

under the Companies Act 2013 (18 of 2013, bearing Corporate
Identification Number ……………...... having its registered office at
……………………………………………... represented by its authorised
signatory Mr.……………………... hereinafter referred to as the “Partner”,
(which expression, unless repugnant to the context shall mean and
include its successors, representatives and permitted assigns etc.,) of the
OTHER PART.

Brandigo and the Partner are hereinafter individually referred to as a

"Party" and collectively the "Parties" as the context may require.

WHEREAS the Parties hereto acknowledge that the Parties desire to

engage in certain discussions with each other in order to evaluate a
possible business relationship and in relation thereto each Party may
furnish to the other Party with certain information which is confidential
and proprietary in nature.

NOW IT IS HEREBY MUTUALLY AGREED BY AND BETWEEN THE

PARTIES HERETO AS FOLLOWS:

1. Confidential Information.

1.1.As used in this Agreement, the term “Confidential Information”

shall mean all confidential or proprietary information and data,
whether in electronic form or otherwise, disclosed by the either
Party (such “Disclosing Party”) to the other Party (such
“Receiving Party”) and shall include, without limitation: (a)
business plan, objectives, business ideas, business projections,
proposed methodology of execution; (b) trade secrets, drawings,
works of authorship, inventions, know-how, techniques, design,
details and specifications, software programs, software

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 architecture, design and software source documents and codes;
(c) information regarding research, development, new service
offerings and products, marketing and selling plans, budgets and
unpublished financial statements, revenue, margins, markets,
market opportunities, target market segmentation, pricing, target
customers, strategy for marketing, sales, sales strategies and
forecast, labels, packaging, packaging method, delivery, company
summary, projected profit and loss, operational information, and
opportunities, financial or operational forecasts or projections,
specifications, supplier, and customer information, competitors,
licensing and distribution arrangements, prices and costs and
suppliers and customers; (d) the existence of any business
discussions, negotiations or agreements between the Parties; and
(e) any information regarding the names, designations, skills and
compensation of employees, contractors, vendors or other agents
of the Disclosing Party. The term Confidential Information shall
also cover all information of like nature, disclosed to by the
Disclosing Party to the Receiving Party, as part of the
discussions/negotiations or otherwise prior to entering into this
Agreement. In addition, the term ‘Confidential Information’ shall
be deemed to include any notes, analyses, compilations, studies,
interpretations, memoranda, disclosures or other documents
prepared by the Disclosing Party or its representatives, agents or
employees, which contain, reflect or are based upon, in whole or
in part, any Confidential Information furnished to the Receiving
Party pursuant hereto.

1.2.Notwithstanding the foregoing, the term ‘Confidential Information’

does not include information that the Receiving Party can
demonstrate -
i. was in the public domain at the time it was disclosed or has
entered the public domain through no fault of the Receiving
Party.
ii. was independently developed by the Receiving Party
without any use of or access to the Confidential Information
of the Disclosing Party, as demonstrated by files created at
the time of such independent development.
iii. becomes known to the Receiving Party, without restriction,
from a source other than the Disclosing Party without
breach of this Agreement by the Receiving Party and
otherwise not in violation of the Disclosing Party’s rights.

1.3 Confidential Information disclosed hereunder shall not be deemed

to be within the foregoing exceptions merely because such
Confidential Information is embraced by more general knowledge
in the public domain or in the Receiving Party’s possession. In
addition, no combination of features shall be deemed to be within
the foregoing exceptions merely because individual features are
in the public domain or in the Receiving Party’s possession, unless
the combination itself and its principles of operations are in the
public domain or in the Receiving Party’s possession.

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2. Use of Confidential Information

2.1The Receiving Party agrees to the following:

(i) to hold all 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 the Receiving Party’s
confidential information).
(ii) not to divulge any Confidential Information or any information
derived therefrom to any third party.
(iii) not to make any use whatsoever, whether commercial or
otherwise, at any time of such Confidential Information, except
for the purpose stated hereinabove in this Agreement.

2.2The Receiving Party agrees not to disclose the following facts to

any third party, without the Disclosing Party’s prior written
consent –
(i) the Confidential Information that is being made available to the
Receiving Party, or its existence thereof.
(ii) the facts or circumstances under which the Confidential
Information is being provided by the Disclosing Party to the
Receiving Party.

2.3The Receiving Party shall ensure that the Confidential Information

is not used for /disclosed by such Party to any other parties
including the Disclosing Party’s competitors or potential
competitors of the Disclosing Party, nor shall the Receiving Party
indulge directly or indirectly in any activities that may be
considered to be prejudicial to the interest of the Disclosing Party.

2.4In the event any disclosure is required to be made to a court of

competent jurisdiction or governmental authority, the Receiving
Party will provide the Disclosing Party with prompt prior written
notice so that the Disclosing Party may seek a protective order or
other appropriate remedy, and the Receiving Party shall exercise
reasonable efforts to assist the Disclosing Party in obtaining such
order or remedy.

3 Ownership of Confidential Information.

The Receiving Party agrees that the Disclosing Party is and shall
remain the exclusive owner of the Disclosing Party’s Confidential
Information and all shall own all patent, copyright, trade secret,
trademark and other intellectual property rights therein. No license or
conveyance of any such rights to the Receiving Party is granted or
implied under this Agreement.

4 Return or destruction of Confidential Information.

The Receiving Party shall, upon conclusion of the discussion between

the Parties hereto, or at any earlier time upon the Disclosing Party’s
request, return or confirm to the Disclosing Party destruction of all

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 documents furnished to the Receiving Party by or on behalf of the
Disclosing Party containing Confidential Information (and all copies
and reproductions thereof, electronic or otherwise).

5 Accuracy and Completeness.

While the Disclosing Party shall endeavour to furnish information,

which it considers to be relevant for the Receiving Party, neither the
Disclosing Party nor its representatives make any representations or
warranties as to the accuracy, completeness, merchantability, or
fitness for a particular purpose of the Confidential Information so
provided. All Confidential Information is provided on an AS IS basis.

6 Good Faith.

The Parties have agreed to enter into this Agreement in good faith,
therefore each Party hereby acknowledges and accepts that it will
take utmost care and all reasonable precautions to safeguard the
Confidential Information with good faith. Further, each Party shall
adhere to all the clauses of this Agreement in letter and spirit.

7 Continuing Obligations.

Notwithstanding the termination or conclusion of the discussions

between the Parties, each Party will continue to be bound by the
obligations of confidentiality and other obligations, in perpetuity.

8 Notices.

Notices shall be effective if they’re sent in writing and upon receipt if

delivered personally or by mail courier. The notice may even be sent
through e-mails, it shall be assumed to be received to the other Party
on the delivery of the said e-mail.

Address of Brandigo, contact person and e-mail address:

Address: Brandigo Private Limited , PLOT NO- D-222/20 , IN TTC
INDUSTRIAL AREA ,MIDC SHIRWANE, NERUL, Thane, NAVI
MUMBAI,
Maharashtra, India, 400706
Attention:
E-mail ID: [email protected]

Address of, contact person and e-mail address:

Address:
E-mail ID:

9 Miscellaneous.

9.1The Receiving Party shall indemnify the Disclosing Party against

any liability, claim, damages, actions or proceedings (including,
without prejudice to the generality of the foregoing, all reasonable

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 costs and expenses) which the Disclosing Party may incur or suffer
by reason of any breach of the terms, provisions, sections, clauses,
conditions and stipulations of this Agreement by the Receiving
Party, or the actions, neglect or default of the Receiving Party, or
any of its employees or agents in the performance of the Receiving
Party’s obligations under this Agreement; or the proven
infringement of the intellectual property rights, confidential
information and trade secrets of any third party by the Receiving
Party. The responsibility or obligation to indemnify set forth in this
Clause shall survive the termination of this Agreement.

9.2Without prejudice to any other rights or remedies which the

Disclosing Party may have, the Receiving Party acknowledges and
agrees that monetary damages would not normally be an adequate
remedy for any breach by the Receiving Party of the provisions of
this Agreement and / or breach of confidence and the Disclosing
Party shall be entitled to the remedies of injunction, specific
performance, and other equitable relief for any threatened or
actual breach of any such provision by the Receiving Party or any
other relevant person and no proof of special damages shall be
necessary for the enforcement by the Disclosing Party of its rights
under this Agreement.

9.3 If any of the provisions of this Agreement shall be held by a court

or other tribunal of competent jurisdiction to be illegal, invalid or
unenforceable, such provisions shall be limited or eliminated to the
minimum extent necessary so that this Agreement shall otherwise
remain in full force and effect.

9.4 This Agreement constitutes the entire agreement of the Parties

hereto with respect to the subject matter hereof, superseding all
prior agreements, written or oral.

9.5 No failure or delay by the Disclosing Party in exercising any right

hereunder shall operate as a waiver thereof, nor shall any single or
partial waiver thereof preclude any other or further exercise
thereof or the exercise of any other right hereunder.

9.6 This Agreement may only be amended by the written approval of

both Parties.

9.7 This Agreement may be executed in counterparts, and each

counterpart will be an original.

9.8 This Agreement shall be governed by the laws of India. Disputes if

any, under this Agreement shall be subject to the exclusive
jurisdiction of Courts in Bangalore.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the

date first above written.

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 BRANDIGO PRIVATE
LIMITED

Name: Sujit Tiwari Name:

Designation: Director Designation: Director
Date: Date:

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