CONFIDENTIALITY & NON DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (hereafter ‘Agreement’) dated 11th

July, 2022 is executed by and between:

Mr. Rohit Gond S/O Mr. Mangala Prasad Gond, presently residing at Annapurna Genral
Stor Sidhari, Post Sadar, Azamgarh, Uttar Pradesh-276001, hereinafter referred to as
the “Employee” (which expression shall unless repugnant to the context or meaning
thereof be deemed to mean and include the Employee and his heirs, executors,
administrators and assigns) of the ONE PART;

AND

M/S OODLES TECHNOLOGIES PRIVATE LIMITED, a company incorporated under the

provisions of the Companies Act, 1956, having its Registered Office and Corporate office
at DG-18-009, Tower B, Emaar Digital Greens, Sector- 61, Gurugram, Haryana - 122011
hereinafter referred to as the “Company” (which expression shall, unless repugnant to
the subject or context thereof, be deemed to include its successors in title and
permitted assigns) of the OTHER PART.

The Employee and the Company are collectively referred to as the “Parties” and
individually as a “Party”.

WHEREAS:
A. The Company is engaged in the business of rendition of software development
services to its various clients. Pursuant an employment agreement executed by
the Parties (hereafter “Employment Agreement”) dated 11th July, 2022 the
Employee was appointed by the Company subject to the terms and conditions as
set forth in the Employment Agreement.

B. The Employee has joined the company on 11th July, 2022 via appointment letter
dated 11th July, 2022 as Associate Consultant - Frontend Development with the
company.

C. In view of the foregoing, the Parties have agreed to execute this Agreement
setting forth the terms and conditions governing the release of the Employee
from the employment with the Company with effect from the joining Date and
the consequential obligations.

D. That, the employee will keep updated to the company with their permanent and
correspondence address even after exiting the company for future
communication and keeping it updated if required.

E. That, The company will have the solemn right to do amendment in any of their
existing policy, Such an amendment would be applicable to ex-employees also.

NOW THEREFORE, in light of the aforesaid and pursuant to discussions between the
Parties, the mutual covenants and promises contained herein and other good and
valuable consideration, including but not limited to the full and final settlement amount
as set forth in the annexure to this Agreement, the adequacy and sufficiency of which is
hereby expressly and explicitly acknowledged, the Parties, intending to be bound
legally, agree as follows

ARTICLE 1 EMPLOYEE COVENANTS

1.1 The Employee agrees and covenants that as stipulated in the Employment
Agreement and post his release from the employment with the Company, the
Employee shall remain bound with the Confidentiality and Non-Disclosure
obligation . EMPLOYEE AGREES TO NOT PROVIDE ANY SERVICES DIRECTLY OR
INDIRECTLY TO ANY CLIENT OF THE COMPANY for a COOL OFF period of
eighteen months from the Release Date.
1.2 The Employee expressly agrees and covenants that (i) he will has not retained
with himself, in physical, electronic, electro-mechanical, magnetic or any other
medium, in any form or manner any Confidential Information; and (ii) shall not
disclose to any other natural or juristic person in any form or manner any
“Confidential Information”.
 For the purposes of this Agreement ‘Confidential Information’ means any data,
information, drawing, or document (whether technical or commercial) relating to
the business of the Company [including information pertaining to the operation
of the business of the Company and the future plans of the Company pertaining
to its business including but not limited to the new lines of software development
services, strategic and marketing initiatives, sales practices, client acquisition,
public relations etc.] recorded on paper, tape, disc or any mechanical or
electronic device as may be communicated by either the Company or any of the
Company’s clients/customers to the Employee during the course of the
Employee’s employment with the Company or pursuant hereunder which are
delivered in whole or in part but excluding any information:

(i) which is or becomes available to the public other than by breach of this
Agreement; or
(ii) which is in or comes into the possession of the Employee prior to the date
of execution hereof and which was not or is not obtained under the
obligation of confidentiality as set forth in the Employment Agreement; or
(iii) which is required by law or appropriate regulatory authorities to be
disclosed, provided that the Company is notified of any such requirement
at least five days prior to such disclosure and the disclosure is limited to
the maximum extent possible.

1.3 The Employee further agrees and covenants that:

(i) He, on behalf of himself and anyone claiming through him, irrevocably and
unconditionally releases, acquits and forever discharges the Company
and/or its parent corporation, subsidiaries, divisions, predecessors,
successors and assigns, as well as their past and present officers,
directors, employees, shareholders, trustees, and anyone claiming through
them (hereinafter ‘Releases’ collectively), from any and all claims,
liabilities, promises, actions, damages and the like, known or unknown,
which the Employee ever had against any of the Releases arising out of or
relating to the Employee’s employment with the Company [including any
claims on account of wrongful discharge and/or breach of the Employment
Agreement; and/or claims based on any tort, such as invasion of privacy,
defamation, fraud and infliction of emotional distress];
(ii) He shall not bring any legal action against any of the Releases for any
claim waived and released under this Agreement;

(iii) In the event any claim or legal proceedings are brought against the
Releases arising directly or indirectly out of breach by the Employee, of
the provisions of this Agreement or the Employment Agreement, the
Employee shall bear all legal fees and costs incurred by the Releases in
defending such claims and indemnify the Releases of all losses and
damages as may be suffered by the Releases;
(iv) Any Confidential Information which belongs or may belong to the Releases
and which shall be stored on any personal computer or other electronic
equipment belonging to the Employee or to which the Employee shall has
access (other than which is stored on any Releases computer or electronic
equipment) shall deleted permanently;

(v) He will not directly or indirectly make, publish or otherwise communicate

any derogatory or defamatory statements whether in writing or otherwise
concerning any of the Releases;

(vi) All property of the Company shall be returned and all copies of the
documents made by the Employee during the course of his Employment
whether in physical, electrical or electromechanical form shall return
safely to the Company;

(vii) He shall not in any manner, either directly or indirectly and alone or in
conjunction with, or on behalf of, any other person [specifically including
his relatives (as defined under the Companies Act)]:

a. Contact, cause or persuade any person, firm or entity which is or

was a client/customer of the Company to cease doing business with
the Company or to reduce the amount of business which any such
client/customer has customarily done with the Company; or

b. Employ, attempt to employ or otherwise engage or attempt to

engage in any capacity or assist any person to employ or engage
any person who is in the employment of the Company; or

c. Specifically during the duration of the Confidentiality and

Non-Disclosure obligation as set forth in the Employment
Agreement and Clause 1.1 hereof, in any manner solicit, procure
work, engage in a commercial or business relationship or contact
the clients and direct competitors (defined by Company) and their
mentioned key personnel of the Company.

(iv) He unequivocally and absolutely assigns all work done during the course
of his employment with the Company and all Intellectual Property vesting
therein, explicitly and wholly to the Company and undertakes to execute
all such documents as may, in the opinion of the Company, be necessary
for the purposes of the said assignment. He further agrees that he shall
not institute any claim against the Company.
1.4 The Employee agrees that each of the restrictions contained in this Article 1 and
its sub clauses are reasonable and necessary for the protection of the Company’s
legitimate interests, but if any such restriction shall be found to be void or
voidable but would be valid and enforceable if some part or parts of the
restriction or undertaking were deleted, such restriction or undertaking shall
apply with such modification as may be necessary to make it valid and
enforceable.

1.5 The Employee further agrees and acknowledges that the covenants and
obligations with respect to non-compete and non-solicitation as set forth above
relate to special, unique and extraordinary matters, and that a violation of any of
the terms of such covenants and obligations will cause irreparable injury to the
Company. The Employee agrees that the Company shall be entitled to an interim
injunction, restraining order or such other equitable relief as a court of
competent jurisdiction may deem necessary or appropriate to restrain the
Employee from committing any violation of the covenants and obligations
contained in this Agreement. It is expressly clarified that the injunctive remedies
set out in this Article are cumulative and are in addition to any other rights and
remedies that the Company may have in law.

ARTICLE -2
MISCELLANEOUS PROVISIONS
2.1 This Agreement shall be interpreted and governed in all respects by the laws of
India. The Parties agree that, the courts located in Gurgaon alone and no other
courts shall be entitled to entertain and try any dispute or matter relating to or
arising out of this Agreement.

2.2 This Agreement may be signed in any number of counterparts, each of which is
an original and all of which, taken together, constitutes one and the same
instrument.
IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this
Agreement on the date first above written.

BY THE WITHIN NAMED

Mr. Rohit Gond

AND

BY THE WITHIN NAMED

M/S OODLES TECHNOLOGIES PRIVATE LIMITED.

(Authorized Signatory)

WITNESSES:

1. Ankita Prakash Jain 2. Simran Luthra