NON DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This confidentiality agreement (the “Agreement”) is executed at New Delhi on this

Date; 08th September 2022.

BY AND BETWEEN

King Stubb & Kasiva, a Partnership Firm registered under the Indian Partnership
Act, 1932, and having its registered office located at Unit No-14, Ground Floor, DLF
Tower-A, Jasola New Delhi- 110025, India, (hereinafter referred to as the “Firm”),
which expression unless repugnant to the context or meaning thereof, shall deem to
include its successors, affiliates and permitted assigns.

AND

Ms. Prithvi S Bharadwaj D/o Mr. K S Sridhar, Residing in Residing in #62,CQAL

layout, Sahakar Nagar, Bangalore 560092, India, hereinafter referred to as
“Consultant”, which expression shall, unless repugnant to the context or meaning
hereof, shall include his legal heirs, successors, executors and assigns.

(Each of Firm and Consultant are hereafter individually referred to as a

“Party” and together as the “Parties”).

WHEREAS:

A. The Firm is engaged providing legal services in the business of providing

solutions in relation thereto.

B. Consultant has agreed to undertake providing legal consultancy services

(“Services”) on behalf of Firm for a consideration to be paid to him by Firm,
and in this connection the Consultant and the Firm have entered into a
[Consultancy Agreement as of the even date].

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D. In order to induce the Firm to appoint the Consultant and enter into the
Consultancy Agreement and to disclose the details of the clients and other
confidential information of the Firm, and in consideration of the sum of INR
35,000/- (Indian Rupees Thirty Five Thousand Only) to be paid by the Firm
the 7th of every calendar month to the Consultant, the Consultant has agreed to
enter into this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH AS UNDER:

1. DATE OF APPOINTMENT & TERM

1.1 The appointment of the Consultant shall be effective from 08th September
2022 and shall continue until terminated in accordance with the terms and
conditions of this Agreement (“Term”).

2. CONSULTANCY FEE

2.1 For the services rendered by the Consultant, the Consultant shall be paid a
consultancy fee of INR 35,000/- (Indian Rupees Thirty Five Only) [EXclusive
of applicable tax deductions] (“Consultancy Fee”) in accordance with the
Firm’s rules currently in force and as amended from time to time.

2.2 In addition to the Consultancy Fee contemplated in Section 2.1, the Consultant
shall be entitled to receive from the Firm, a referral fee, for every referral of the
Client to the Firm (“Referred Client”) equivalent up to 20% of the net profit
incurred by the Firm from the Referred Client (“Referral Fee”).

2.3 The Consultancy Fee paid to the Consultant by the Firm for the services
rendered to the Firm, shall be subject to the withholding of taxes as applicable
under the laws in India. The Parties expressly agree that the Consultant shall
be liable for any income tax and all other applicable taxes arising out of the
payments received by the Consultant by way of remuneration as stated in this
Clause.

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3. DUTIES OF THE CONSULTANT

3.1 The Consultant shall, during the Term of consultancy, perform and discharge
faithfully and to the best of his/her ability, the duties and obligations, which
may be assigned to him/her from time to time by the Firm. Except during
vacation periods, holidays and absences due to illness, the Consultant shall
devote his time, attention and energies to the business of the Firm as is
necessary, appropriate or advisable to carry out the duties assigned to him/her.

3.2 The Consultant shall adhere to such hours of work as may, from time to time,
reasonably be required of him/her.

3.3 The Consultant shall make full and true disclosures in writing to the Firm of
any direct or indirect interest or benefit he/she has derived or is likely to derive
through or in connection with any contractual arrangements, dealings,
transactions or affairs of the Firm, and/or any transactions which are likely to
be detrimental to the Firm during the Term of his/her consultancy.

4. CONSULTANT’S REPRESENTATION & INDEMNITY

4.1 The Consultant hereby represents and warrants to the Firm that the Consultant
is not subject to/party to, any covenants, agreements or restrictions including
without limitation any covenants, agreement or restrictions arising out of the
Consultant's prior employment or independent contractor relationships, which
would be breached or violated by Consultant's execution of this Agreement or
by Consultant's performance of his duties hereunder. The Consultant
acknowledges that it is the Firm's express policy and procedure to abstain
from the use or disclosure of the trade secrets and proprietary information of
third parties, and Consultant hereby expressly covenants that he will not, in the
performance of his duties hereunder, use or disclose the trade secrets or
proprietary information of third parties.

4.2 Notwithstanding anything to the contrary, the Consultant understands and

accepts that subject to the applicable law, in the event that any such contract,
obligation or duty as aforesaid is breached by the Consultant, the services of
the Consultant with the Firm shall be automatically terminated by the Firm
without any claim for compensation or damages to the fullest extent permitted

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 by applicable law, but without prejudice to the rights of the Firm against the
Consultant.

4.3 The Consultant hereby agrees to indemnify the Firm, to the fullest extent
permitted by law and to save and hold harmless the Firm, from and in respect
of all reasonable fees, costs, and expenses, including legal fee paid in
connection with or resulting from any claim, action, or demand against the
Firm that arises out of or in any way relates to any action taken by the
Consultant or any act or omission on the part of the Consultant during the
course of his/her services with the Firm.

5. EXCLUSIVE CONSULTANCY

5.1 During the Term of his consultancy with the Firm, the Consultant shall work
exclusively for the Firm and shall:

(i) not indulge, carry on, participate and/or be involved in any

activity either directly or indirectly, through any other entity,
which will, in any manner, be in competition with the business
or services marketed or provided by the Firm; and
(ii) not join employment/consultancy with any of the Firm's
Clients or customer or any other entity.

6. NON-SOLICITATION

6.1 The Consultant covenants, undertakes and agrees that during the Term of this
Agreement and for a period of [two (2) years] thereafter, he will not, except
with the prior written consent of the Firm, directly or indirectly;

(i) attempt in any manner to solicit from (a) any current

Client/customer of the Firm or (b) any firm, association or
corporation or other entity which Consultant contacted or
otherwise dealt with on behalf of the Firm, business of the type
carried on, or proposed to be carried on, by the Firm, or to
purchase or sell any products or services including any product
or services competing with those provided by the Firm; or

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 (ii) attempt to persuade any person, firm or entity, which is a
Client/customer (for the purpose of this Clause, Client would
also include potential client/customer in the sales pipeline where
discussions have been held during the tenure of this Agreement
and/or association with the Firm with a view to conducting
business with the Firm) to cease doing business or to reduce the
amount of business which any such Client/customer has
customarily done or might propose doing with the Firm,
whether or not the relationship between the Firm and such
Client/customer was originally established in whole or in part
through his efforts; or

(iii) Employ, solicit, incite, canvass or attempt to employ or assist

anyone else to employ any person who is in the
employment/traineeship of the Firm, or was in the
employment/traineeship of the Firm at any time during the
preceding six calendar months. Further, the Consultant shall not
during such period solicit, incite or in any other way encourage
other Consultants/trainees of the Firm to terminate their
respective contracts of employment/traineeship with the Firm.

(iv) Solicit, canvass or accept employment from any of Firm’s

Clients or any person, firm or Firm, which competes with the
business of the Firm.

7. INTELLECTUAL PROPERTY

7.1 All agreements, information processed/ collected, improvements shall be

disclosed by the Consultant and shall belong absolutely to and be the sole and
absolute property of Firm.

7.2 The Consultant further agrees and accepts that all records in any medium
(whether written, computer readable or otherwise) including proximity card,
private notes, accounts, documents and drawings and all copies and extracts of
them made or acquired by the Consultant in the course of his/her consultancy

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 shall not be removed from the premises of the Firm with prior written
permission from the Firm.

7.3 The Consultant acknowledges and agrees that the covenants and obligations as
set forth in Clause 6 and 7 herein relate to special, unique and extraordinary
matters, and that a violation of any of the terms of such covenants and
obligations will cause the Firm irreparable injury. Therefore, the Consultant
agrees that the Firm 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 Consultant from committing any
violation of the covenants and obligations contained in this Clause. These
injunctive remedies are cumulative and are in addition to any other rights and
remedies that the Firm may have at law or in equity.

8. CONFIDENTIALITY AND NON-DISCLOSURE

8.1 Consultant understands and acknowledges that the Confidential Information has
been developed or obtained by Firm by investing significant time, effort and
expense and the Confidential Information is a valuable, special and unique
asset of Firm which provides Firm with a significant competitive advantage.
Consultant understands and acknowledges that release of Confidential
Information would be injurious to Firm and advantageous to Firm’s rivals or
others. The Consultant agrees to hold in confidence and to not disclose the
Confidential Information to any person or entity or use the same for his benefit
or for the benefit of any member of his family or any person or entity
associated with him, without the prior written consent of Firm. Provided that
Confidential Information may be disclosed to (i) any employee of Firm or any
other entity but only upon the prior written direction/consent of Firm.

8.2 Consultant will not copy or modify or alter any Confidential Information in
part or in whole in any shape, form, colour, font, size, matter or any other
change as may be deemed breach of Agreement in the eyes of Firm, without
prior written consent of Firm.

8.3 It is also expressly agreed that after the completion of services, Consultant
shall hold in confidence and not disclose the Confidential Information to any
person or entity including his employees and affiliates, or use it for his benefit

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 or for the benefit of any person or entity associated with him under any
circumstances, without the prior written consent of Firm.

8.4 If it appears to Firm that Consultant has disclosed (or has threatened or is
intending to disclose), the Confidential Information in violation of this
Agreement, Firm shall be entitled to an injunction to restrain Consultant from
disclosing, in whole or in part, the Confidential Information. The Firm shall
be entitled to claim losses, damages including loss of profits, consequential,
special or indirect damages whether in contract, strict liability, tort or
otherwise from Consultant or take any other remedy as deemed fit by Firm.

9. TERM AND TERMINATION

9.1 This Agreement shall continue in full force and effect unless
terminated by the Firm or the Consultant, as the case may be, in accordance
with the terms hereof.

9.2 Subject to the provisions contained in Clause 10.2, either Party may terminate
this Agreement, without assigning any reason whatsoever therefor, by giving
[TWO] months’ written notice to the other Party. Provided however, the Firm
shall, have the discretion of giving one months’ Consultancy Fees in lieu of
the said notice period. It is clarified that this Clause shall not be applicable for
the Initial Evaluation Term or any extended term as provided under Clause 3
of this Agreement.

9.3 Without prejudice to the above, the Firm shall have right to terminate this
Agreement and the services of the Consultant in the following circumstances
viz.:

(i) If the work or conduct of the Consultant is not found satisfactory to the
Firm. The decision of the management of the Firm in this regard shall be
conclusive and binding on the Consultant; or

(ii) if the Consultant commits a breach of any of the terms and conditions
of this Agreement; or

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 (iii) if the Consultant is guilty of neglect, dishonestly, insobriety,
misconduct or commit any act which, in the opinion of the Firm, is
contrary to the interests of the Firm; or

(iv) if the Consultant has committed/ is guilty of a fraudulent conduct, a

deliberate attempt to do an injury to the Firm, or conduct that discredits the
Firm or is detrimental to the reputation of the Firm, including conviction
of a felony; or committing any criminal offence involving moral
turpitude; or

(v) if the Consultant becomes physically or mentally incapable of

performing his/her duties; or

(vi) if he/she remains absent from duty for more than six days, which
period shall include any overstay of leave, without prior permission of the
designated superior.

10. MISCELLANEOUS

10.1. RELATIONSHIP OF PARTIES

This Agreement does not create any agency, partnership or joint venture or
employment of any form whatsoever.

10.2 INDEMNIFICATION.

Consultant shall indemnify, defend and hold harmless Firm, its affiliates and
subsidiaries, and their respective officers, directors, employees, agents and
representatives, and their successors and assigns from all claims, demands,
suits, penalties or actions, at law or in equity, and from all attendant losses,
fees, costs, fines and expenses (including legal fees and expenses, and those
incurred in establishing the right to indemnification hereunder), whether
arising under theory of contract, tort, including negligence, warranty, strict
liability, or from violation of any governmental law or regulation, or
otherwise ( collectively “Claim”) arising from or in any manner relating to
Consultant 's breach of this Agreement or the acts or omissions of Consultant
relating, indirectly or directly to, performance of its obligations hereunder.

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10.3 NOTICES

All notices, returns of material, requests, consents and other communications

required, permitted or desired to be given hereunder to be served upon or
given to the Parties hereto shall be deemed duly served and given when
received after being sent by confirmed facsimile transmission or delivered by
hand or sent by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:

(a) If to Firm
Partnership Firm Name
King Stubb & Kasiva,
Advocates & Attorneys
Unit No-14, Ground Floor, DLF Tower-A, Jasola New Delhi- 110025, India
Attn: Mr. Jidesh Kumar
Fax: 080 – 41179 111

(b) If to Consultant
Ms. Prithvi S Bharadwaj
Residing in #62,CQAL layout
Sahakar Nagar
Bangalore 560092,
India

Either of the Parties may change their address for the purpose of this section
by giving written notice of such change to the other in the manner provided in
this section.

11.4. JURISDICTION

All matters concerning these presents shall be subject to the jurisdiction of

Delhi Courts and shall be governed and construed in accordance with the laws
of India.

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11.5. MODIFICATION/ALTERATION

No amendment, modification or addition to this Agreement shall be effective

or binding on either of the Parties unless set forth in writing and duly executed
by both the Parties.

11.6. WAIVER

No failure or delay on the part of Firm, in exercising any right, power or

privilege available to Firm under this Agreement or otherwise shall be deemed
to be a waiver nor any single or partial exercise preclude any further exercise
or the exercise of any other right, power or privilege.

11.7 SEVERABILITY

If any part or parts of this Agreement is or are invalid or unable to be enforced

for any reason, the invalidity or unenforceability shall not effect the operation,
construction or interpretation of any other provision, unless it would be
contrary to or materially alter the express or implied intention of the Parties.

11.8 GENERAL PROVISION

This Agreement shall not be assignable by Consultant and Consultant shall not
delegate his duties under this Agreement without the prior written consent of
Firm. This Agreement shall be binding upon both the Parties and their
respective successors and permitted assigns and shall inure to the benefit of
and be enforceable by both the Parties and their respective successors,
transferees and permitted assigns.

11.9 COUNTERPARTS

This Agreement may be executed by facsimile transmission and in multiple

counterparts each of which would be treated as an original.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement effective
as of the date first above written.

_________________________ _________________________

Firm Consultant: Ms. Prithvi S Bharadwaj

Through Mr. Rajesh Sivaswamy

WITNESSES:

1.________________

2.________________

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