NON DISCLOSURE AGREEMENT

THIS INTERNSHIP NON DISCLOSURE AGREEMENT (hereinafter referred to as the

"Agreement") made and executed at Gurugram on 24th January 2022.

BY AND BETWEEN

SequelOne Solutions Pvt. Ltd., a company incorporated under the Companies Act,
1956 and having its registered office at 145-Bhagirathi Apartments, Sector-9, Rohini,
New Delhi-110085 and Corporate Office at 8th Floor, Tower B, Emaar Digital Green,
Sector-61, Gurgaon-122102 (hereinafter referred to as the "Company" or “HONO.ai”,
which expression shall, unless it be repugnant to the context or meaning thereof, be
deemed to mean and include its successors and assigns) of the ONE PART.

AND

Mr. Nitesh Kumar Tiwari S/o Sitendra Tiwari (PAN No.- BGAPT7310R) R/o
Manordhpuri, Susuwahi, Varanasi, Uttar Pradesh - 221011 (hereinafter referred to
as the “Intern”, which expression shall, unless it be repugnant to the context or
meaning thereof, be deemed to mean and include its successors and assigns) of the
OTHER PART.

HONO.ai and Intern, are hereinafter individually referred to as a Party, and

collectively, as the “Parties”.

WHEREAS based upon discussion and negotiation, Company is pleased to provide

an internship program to the Intern in order to obtain knowledge and experience in
an industry, hereinafter known as the "Internship Program". Intern agrees to accept
and comply with all required policies of the Company and its Internship Program.
The Intern shall not possess the authorization to represent themselves as an
employee of the Company at any time.

WHEREAS in connection with the Internship Program, Intern may be given access
to, generate or otherwise come into contact with certain proprietary and/or
confidential information of the Company or clients of the Company and; Parties
desire to prevent the unauthorized dissemination or misuse of such information;

NOW, THEREFORE, in consideration of the premises and mutual covenants

herein contained, it is hereby agreed as follows

1. CONFIDENTIAL INFORMATION. Confidential Information shall include, but

not be limited to, documents, records, information and data (whether verbal,
electronic or written), drawings, models, apparatus, sketches, designs, schedules,
product plans, marketing plans, technical procedures, manufacturing processes,

Raghav
Registered Office: SequelOne Solutions Pvt. Ltd. 145, Bhagirathi Apartments, Sector 9, Rohini, Delhi - 110085
Corporate Office : Garage Society, 6th Floor, BPTP Centra One, Golf Course Extension Road, Gurgaon-122002.
Mumbai Office: 703, Antariksh Thakur House, Marol-Makwana Road, Andheri (E), Mumbai-400059, Maharashtra.
Tel: 0124-4767400 Email: Connect@hono.ai Website: www.hono.ai CIN No: U74140DL2008PTC182820
 analyses, compilations, studies, software, prototypes, samples, formulas,
methodologies, formulations, patent applications, know-how, experimental
results, specifications, and other business information relating to Company’s
business, assets, operations or contracts, furnished to Intern in the course of their
efforts, regardless of whether such Confidential Information has been expressly
designated as confidential or proprietary. Confidential Information also includes
any and all analyses, compilations, products, studies, and other data or material
prepared by or in the possession or control of the Intern which contain, include,
refer to or otherwise reflect or are generated from any Confidential Information.
Confidential Information may be provided in written, oral, electronic, or other
form.

2. FORM OF DISCLOSURE. Confidential Information may be oral, visual, or by

demonstration or in some other form not permanently recorded and shall be
considered Confidential Information regardless of whether such Confidential
Information has been expressly designated as confidential or proprietary.

3. PERIOD OF CONFIDENTIALITY. Intern agrees and acknowledge that, except as

directed by the Company, Intern will not at any time, whether during or after the
internship with Company, disclose to any person or use any Confidential
Information, or permit any person to examine and/or make copies of any
documents which contain or are derived from Confidential Information, whether
prepared by the Intern or otherwise coming into the Intern’s possession or control
without the prior written permission of Company. Intern shall use, as a minimum,
the same degree of care to avoid disclosure or use of the Confidential Information
as it employs with respect to its own confidential, proprietary and secret
information of like importance, but in any case using no less than a reasonable
degree of care.

4. EXCLUSIONS. The undertakings in clause 3 above shall not apply to Confidential

Information which is
 already known, in the possession of or documented by Intern through no
wrongful act and prior to Company’s disclosure of such information to Intern;
 becomes publicly known through no wrongful act of Intern and/or through no
breach of any obligation contained in this Agreement;
 is rightfully received from a third party who is not subject to restrictions
regarding the use and disclosure of such information; or
Raghav
Registered Office: SequelOne Solutions Pvt. Ltd. 145, Bhagirathi Apartments, Sector 9, Rohini, Delhi - 110085
Corporate Office : Garage Society, 6th Floor, BPTP Centra One, Golf Course Extension Road, Gurgaon-122002.
Mumbai Office: 703, Antariksh Thakur House, Marol-Makwana Road, Andheri (E), Mumbai-400059, Maharashtra.
Tel: 0124-4767400 Email: Connect@hono.ai Website: www.hono.ai CIN No: U74140DL2008PTC182820
  is developed independently by the Intern without reference to or knowledge of
the Company Confidential Information, and as evidenced by the Intern written
records, or
 is required by law or court process to be disclosed, provided the Intern
immediately communicates the same to the Company, and the Intern uses
diligent reasonable efforts to limit disclosure and to obtain confidential
treatment or a protective order and has allowed the Company to participate in
the said proceedings.

5. BREACH: In case Intern breach any provision of this Agreement, the Company
reserves the right, in addition to any other rights available as per law and equity,
to terminate the internship without any prior notice.

6. INDEMNIFICATION: Intern agrees to indemnify and hold Company harmless

from time to time and at all times hereafter, from and against all losses, damages,
harm or injury suffered or incurred by Company and all notices, claims, demands,
action, suits or proceedings given, made or initiated against Company on account
of any fraud or misrepresentation or violation of the terms of this Agreement by
Intern. The Intern agrees to pay liquidated damages as reasonably determined by
the Company for any violation of the covenant contained in this Agreement.

7. NO PUBLIC COMMENT. Intern shall not directly or indirectly make any public
comment, statement or communication with respect to, or otherwise disclose or
permit the disclosure to any third party of any Confidential Information or of any
matter relating to the subject matter or purpose or any transactions contemplated
by the parties in connection therewith, without the prior written consent of
Company.

8. NOTICE OF UNAUTHORIZED USE OR DISCLOSURE. Intern shall notify

Company immediately upon discovery of any unauthorized use or disclosure of
Confidential Information or any other breach of this Agreement by Intern or any
third party, and will cooperate with Company in every reasonable way to help
regain possession of the Confidential Information and prevent its further
unauthorized use or disclosure.

9. OWNERSHIP AND RETURN OF CONFIDENTIAL INFORMATION. All Confidential

Information disclosed to Intern shall be and remain the property of Company.
Upon Company’s request, Intern shall promptly return all Confidential

Raghav
Information (including all originals, copies, reproductions, and summaries of such

Registered Office: SequelOne Solutions Pvt. Ltd. 145, Bhagirathi Apartments, Sector 9, Rohini, Delhi - 110085
Corporate Office : Garage Society, 6th Floor, BPTP Centra One, Golf Course Extension Road, Gurgaon-122002.
Mumbai Office: 703, Antariksh Thakur House, Marol-Makwana Road, Andheri (E), Mumbai-400059, Maharashtra.
Tel: 0124-4767400 Email: Connect@hono.ai Website: www.hono.ai CIN No: U74140DL2008PTC182820
 Confidential Information), or certify its destruction in writing, and keep the same
confidential and secret in accordance with this Agreement.

10. NO LICENSE. Nothing contained in this Agreement shall be construed as

granting or conferring to Intern any rights or license or otherwise, either expressly
or by implication, in or to any Confidential Information disclosed by Company to
Intern as a result of this Agreement, including, without limitation, rights or
license under any present or future patent, patent application, copyright,
trademark, service mark, trade secret or other proprietary information owned,
licensed or controlled by Company.

11. SURVIVAL. Intern’s obligations of non-disclosure pursuant to the terms of

this Agreement shall survive until all Confidential Information has been returned
to Company or the destruction thereof has been certified to Company in writing.

12. NO WAIVER. The rights of the Company under this Agreement are
cumulative, may be exercised as often as it considers appropriate and are in
addition to its rights under the general law. Any failure to exercise or any delay in
exercising any of its right under this Agreement shall not operate as a waiver or
variation of that or any other such right; and no act or course of conduct or
negotiation on the part of the Company, or on its behalf, shall in any way preclude
it from exercising any such right or constitute a suspension or variation of any
such right. Intern acknowledges that the type and periods of restriction imposed
in this Agreement are fair and reasonable and are reasonably required for the
protection of the interests of the Company and the goodwill associated with the
business of the Company.

13. INJUNCTIVE RELIEF. Intern understands and agrees that any use or
dissemination of Confidential Information in violation of this Agreement will cause
irreparable harm to the Company and that monetary damages may not be a
sufficient remedy for unauthorized use or disclosure of Confidential Information,
and that shall be entitled, without waiving any other rights or remedies, to such
injunctive or equitable relief as may be deemed proper by a court of competent
jurisdiction. Such remedies shall not be deemed to be the exclusive remedy for
any breach of this Agreement but shall be in addition to all other remedies
available at law or in equity.
Raghav
Registered Office: SequelOne Solutions Pvt. Ltd. 145, Bhagirathi Apartments, Sector 9, Rohini, Delhi - 110085
Corporate Office : Garage Society, 6th Floor, BPTP Centra One, Golf Course Extension Road, Gurgaon-122002.
Mumbai Office: 703, Antariksh Thakur House, Marol-Makwana Road, Andheri (E), Mumbai-400059, Maharashtra.
Tel: 0124-4767400 Email: Connect@hono.ai Website: www.hono.ai CIN No: U74140DL2008PTC182820
 14. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the India. The Courts of Delhi shall have exclusive
jurisdiction with respect to all matters arising under this Agreement.

15. ENTIRE AGREEMENT. This Agreement represents the entire agreement and
understanding between the Parties with respect to the subject matter herein and
supersedes all prior agreements and understandings and writings of any kind,
written or oral, express or implied, with respect to the subject matter hereof.

16. SEVERABILITY. If a court of competent jurisdiction makes a final

determination that any provision of this Agreement (or any portion thereof) is
invalid, illegal or unenforceable for any reason whatsoever, and all rights to appeal
the determination have been exhausted or the period of time during which any
appeal of the determination may be perfected has been exhausted, (i) the validity,
legality and enforceability of the remaining provisions of this Agreement shall not
in any way be affected or impaired thereby; and (ii) to the fullest extent possible,
the provisions of this Agreement shall be construed so as to give effect to the intent
manifested by the provisions held invalid, illegal or unenforceable.

17. HEADINGS. The headings in this Agreement are for reference purposes only
and shall not limit or otherwise affect the meaning of the provisions.

18. COUNTERPARTS. This Agreement shall be executed in two counterparts,

each of which shall be deemed as original but all of this together shall constitute
one and the same instrument.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as

of the date and year first above written.

SIGNED for and on behalf of SIGNED

SequelOne Solutions Pvt. Ltd. Nitesh Kumar Tiwari

Raghav
_____________________________ ___________________________
Signature of Authorized person Signature

Registered Office: SequelOne Solutions Pvt. Ltd. 145, Bhagirathi Apartments, Sector 9, Rohini, Delhi - 110085
Corporate Office : Garage Society, 6th Floor, BPTP Centra One, Golf Course Extension Road, Gurgaon-122002.
Mumbai Office: 703, Antariksh Thakur House, Marol-Makwana Road, Andheri (E), Mumbai-400059, Maharashtra.
Tel: 0124-4767400 Email: Connect@hono.ai Website: www.hono.ai CIN No: U74140DL2008PTC182820