NetObjex (India) Pvt. Ltd.

NON-DISCLOSUREAGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into as of June 20th,2022(“Effective Date”),

by and between:

NetObjex (India) Private Limited, a company incorporated under the Companies Act, 2013/1956, has its
registered address at Spaces, Kanakia Wall Street, Level 4, A - Wing, Andheri - Kurla Road, Chakala,
Andheri (East), Mumbai 400 093, (hereinafter referred to as "Discloser", which expression, unless
repugnant to the context hereof, shall mean and include its successors and permitted assigns) of the
FIRST PART;

And

Pankaj Sunil Dalmia having Pan ETZPD7342J (hereinafter referred to as “Recipient”, which expression,
unless repugnant to the context hereof, shall mean and include its successors and permitted assigns)
of the SECOND PART.

The Discloser and the Recipient shall hereinafter individually be referred to as “Party” and collectively
be referred to as “Parties”.

A. WHEREAS, NetObjex (India) Private Limited, is the employer of Pankaj Sunil Dalmia , 703/704, B
wing, Swayam-2, Poonam Garden, Mira road east, Thane - 401107 as part of the engagement,
the Recipient is expected to receive and handle information which is confidential in nature from the

Discloser.
B. The Parties wish to protect and preserve the confidential and /or proprietary nature of information
and materials of Discloser that may be disclosed or made available to Recipient in connection with
certain discussions, negotiations, or dealings between the Parties relating to the business relation
contemplated herein (“Purpose”).

NOW THEREFORE, in consideration of the foregoing rights and obligations set forth herein, both
Parties hereby agree as follows:

1. Confidential Information:
"Confidential Information" means any and all information and material disclosed by Discloser to
Recipient or obtained by Recipient through inspection or observation of Discloser’s property or
facilities (before or after the signing of this Agreement, and whether in writing, or in oral, graphic,
electronic, or any other form) whether or not marked in writing as, or provided under circumstances
indicating it is, confidential or proprietary. Confidential Information shall be deemed to include,
without limitation, any of the following (with or without marked as confidential) that are disclosed by
Page 4 of 4

Office: Spaces, Kanakia Wall Street, Level 4, A- Wing, Andheri - Kurla Road, Chakala, Andheri (East), Mumbai - 400 093 INDIA
CIN: U74120MH2011PTC222544
www.netobjex.com
NetObjex (India) Pvt. Ltd.
Discloser to Recipient: (a) any trade secrets, financial information, client references, know-how,
ideas, inventions, processes, techniques, algorithms, programs (whether in source code or object
code form), hardware, devices, designs, schematics, drawings, formulae, data, plans, strategies,
and forecasts of, and (b) any technical, engineering, manufacturing, product, marketing, servicing,
financial, personnel and other information and materials of, Discloser and its employees,
consultants, investors, Affiliates, licensors, suppliers, vendors, customers, and/or clients.

2. Non-Disclosure and Limited Use:

Recipient shall hold all Confidential Information in strict confidence and shall not disclose any
Confidential Information to any third party other than to those of its directors, officers, employees,
and consultants (and the directors, officers, and employees of its Affiliates (as defined below)) who
“need to know” such information and who are bound by restrictions (or, with respect to consultants,
written restrictions) regarding disclosure and use of such information comparable to and no less
restrictive than those set forth herein. For purposes of this Agreement, an "Affiliate" of a party shall
mean any entity directly or indirectly controlling, controlled by, or under common control with such
party, where the term "control" shall mean the direct or indirect ownership of more than fifty percent
(50%) of the stock or shares of such party having the right to vote for the election of directors.
Recipient shall not use any Confidential Information for the benefit of itself or any third party or for
any purpose other than the Purpose of this Agreement. Recipient shall take the same degree of
care that it uses to protect its own confidential and proprietary information and materials of similar
nature and importance (but in no event less than reasonable care) to protect the confidentiality and
avoid the unauthorized use, replication, modification, disclosure, publication, reverse engineer or
dissemination of the Confidential Information. Recipient shall immediately report to the Discloser if
it suspects that the Confidential Information has been dealt with contrary to this clause. Recipient
shall not make any copies of the Confidential Information unless otherwise approved in writing in
advance by Discloser. Except as required by law or as reasonably required to assert its rights
hereunder, Recipient shall not disclose the existence, substance or results of the discussions
between the parties or any terms of this Agreement or any related agreement between the parties
(or any matters relating thereto), without the prior written consent of Discloser. The obligations of
this Section 2 shall survive any termination or expiration of this Agreement and continue for a period
of Three (3) years from the date of such termination or expiration.

3. Non-compete and Non-client reference:

3.1 The Recipient shall not own, manage, operate, consult or be employed in a business substantially
similar to, or competitive with, the present business of the Discloser or such other business activity
in which the Discloser may substantially engage during the term of employment. In case the
recipient is employed in a business substantially similar to or competitive with the present business
of the Discloser, he or she shall immediately notify his then employer of the restrictive provisions of

Page 4 of 4

Office: Spaces, Kanakia Wall Street, Level 4, A- Wing, Andheri - Kurla Road, Chakala, Andheri (East), Mumbai - 400 093 INDIA
CIN: U74120MH2011PTC222544
www.netobjex.com
NetObjex (India) Pvt. Ltd.
this Non-Disclosure Agreement and shall not divulge any information that he or she has procured
during the course of engagement with the Recipient.
3.2 This non-compete agreement shall be in full force and effect during the period of employment and
for 3 (three) years following employment termination, notwithstanding the cause or reason for
termination.
3.3 The Recipient shall not use the Discloser or its clients’ reference or reference of clients of any party
to which Discloser is rendering services to, in any document, online or offline media including
websites and emails without the prior written consent of Discloser in advance.

4. Scope:
4.1 The obligations of this Agreement, including the restrictions on disclosure and use, shall not apply
with respect to any Confidential Information to the extent such Confidential Information:
(a) is or becomes publicly known through no wrongful act or omission of Recipient;
(b) was rightfully known by Recipient before receipt from Discloser, as evidenced by Recipient's
written records;
(c) becomes rightfully known to Recipient without confidential or proprietary restriction from a source
other than Discloser that does not owe a duty of confidentiality to Discloser with respect to such
Confidential Information; or
(d) is independently developed by Recipient without the use of or reference to the Confidential
Information of Discloser, as evidenced by Recipient's written records.

In addition, Recipient may use or disclose Confidential Information to the extent (i) approved by
Discloser in writing or(ii) Recipient is legally compelled to disclose such Confidential Information
(including, without limitation, in connection with any judicial proceeding arising out of or in
connection with any dispute, controversy or difference between the parties hereunder or any actual
or alleged breach hereof), provided, however, that prior to any such compelled disclosure, Recipient
shall give Discloser reasonable advance notice of any such disclosure and shall cooperate with
Discloser in protecting against any such disclosure and/or obtaining a protective order narrowing
the scope of such disclosure and/or use of the Confidential Information.

Further, Recipient may disclose the terms and conditions of this Agreement:
(A) as required by the applicable securities laws, including, without limitation, requirements to file
a copy of this Agreement (redacted to the extent reasonably permitted by applicable law) or to
disclose information regarding the provisions hereof or performance hereunder to applicable
regulatory authorities
(B) in confidence, to legal counsel
(C) in confidence, to accountants, banks, and financing sources and their advisors; and
(D) in connection with the enforcement of this Agreement or any rights hereunder.

Page 4 of 4

Office: Spaces, Kanakia Wall Street, Level 4, A- Wing, Andheri - Kurla Road, Chakala, Andheri (East), Mumbai - 400 093 INDIA
CIN: U74120MH2011PTC222544
www.netobjex.com
NetObjex (India) Pvt. Ltd.

5. Ownership:
All Confidential Information (including, without limitation, all copies, extracts, and portions thereof)
is and shall remain the sole property of Discloser. Recipient does not acquire (by license or
otherwise, whether express or implied) any intellectual property rights or other rights under this
Agreement or any disclosure hereunder, except the limited right to use such Confidential
Information in accordance with express provisions of this Agreement. All rights in, to, or under the
Confidential Information that are not expressly granted to Recipient herein are reserved and
retained by Discloser.

6. No Warranty:
Except as may be otherwise agreed to by both Parties in writing, no warranties of any kind, whether
express or implied, are given by Discloser with respect to any Confidential Information or any use
thereof, and the Confidential Information is provided on an "AS IS" basis. Discloser hereby
expressly disclaims all such warranties, including, without limitation, any implied warranties of
merchantability or fitness for a particular purpose, non-infringement and accuracy, and any
warranties arising out of course of performance, course of dealing, or usage of trade.

7. No Commitment:
This Agreement does not constitute a commitment, an offer or an undertaking of any kind by the
Parties to proceed with any transaction or to enter into an agreement in connection with any
Purpose.

8. No Publicity. Neither Party shall publicly announce or disclose the terms or conditions of this
Agreement or advertise or release any publicity regarding this Agreement or the Purpose, the fact
that the aforesaid discussions are taking place or the nature of such discussions, without the prior
written consent of the other Party.

9. Term and Termination:

This Agreement shall be effective for a period of Three (3) years from the Effective Date. Discloser
may terminate this Agreement at any time upon written notice and shall have no obligation to
disclose any Confidential Information or to continue discussions relating to, or to enter into or
continue any arrangement or agreement relating to, the Purpose or any other matter, except as
agreed in writing by the Parties. Sections 3, 4, 5, 6, 9, 10, and 11, and, to the extent expressly
provided therein, Section 2, shall survive the expiration or termination of this Agreement for any
reason.
Page 4 of 4

Office: Spaces, Kanakia Wall Street, Level 4, A- Wing, Andheri - Kurla Road, Chakala, Andheri (East), Mumbai - 400 093 INDIA
CIN: U74120MH2011PTC222544
www.netobjex.com
NetObjex (India) Pvt. Ltd.

10. Remedies:
Recipient agrees that, due to the unique nature of the Confidential Information, the unauthorized
disclosure or use of the Confidential Information will cause irreparable harm and significant injury
to Discloser, the extent of which will be difficult to ascertain and for which there will be no adequate
remedy at law. Accordingly, Recipient agrees that Discloser, in addition to any other available
remedies, shall have the right to seek an immediate injunction and other equitable relief enjoining
any breach or threatened breach of this Agreement.

11. Return of Materials:

Upon any termination of discussions or any business relationship between the Parties related to
the Purpose, or any termination or expiration of this Agreement, or at any time at Discloser's
request: (a) Recipient shall promptly return to Discloser or destroy, at Discloser's option, all
materials (in written, electronic, or other form) containing or constituting the Confidential
Information, including any copies and extracts thereof; (b) Recipient shall provide Discloser with a
certification by an officer of Recipient certifying such return or destruction (as applicable); and (c)
Recipient shall not retain or use any such Confidential Information in any way for any purpose
except as is required considering the nature of services provided by Recipient. In the event of the
destruction of the Confidential Information, the Recipient shall certify in writing to the Discloser,
within thirty (30) days, that such destruction has been accomplished.

12. Miscellaneous:
12.1 This Agreement constitutes the entire agreement between the parties concerning the subject
matter hereof and supersedes all prior or contemporaneous representations, negotiations,
conditions, communications, and agreements, whether oral or written, between the parties relating
to the Purpose or other subject matter hereof and all past courses of dealing or industry custom.
12.2 No amendment, modification, or waiver of any provision of this Agreement shall be effective unless
in writing and signed by duly authorized signatories of both parties.
12.3 The waiver by either party of a default under any provision of this Agreement shall not be
construed as a waiver of any subsequent default under the same or any other provision of this
Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of
any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
12.4 This Agreement shall be governed by and construed in accordance with the applicable laws of
India, without reference to its conflicts of law’s provisions.
12.5 Any dispute, controversy or difference which may arise between the Parties out of, in relation to
or in connection with this Agreement, or any actual or alleged breach hereof, which cannot be
settled by mutual accord without delay, shall be finally settled by arbitration in accordance with
the commercial arbitration rules of the Indian Council of Arbitration with venue in Mumbai, India.
Any decision or award of the arbitrators shall be final, conclusive and binding on the parties to the
Page 4 of 4

Office: Spaces, Kanakia Wall Street, Level 4, A- Wing, Andheri - Kurla Road, Chakala, Andheri (East), Mumbai - 400 093 INDIA
CIN: U74120MH2011PTC222544
www.netobjex.com
NetObjex (India) Pvt. Ltd.
dispute, and judgment may be entered on any award in any court of competent jurisdiction.
Notwithstanding the foregoing, each party shall have the right to institute judicial proceedings
against the other party (or anyone acting by or through such other party), in order to enforce such
party’s rights through specific performance, injunction or similar equitable relief.
12.6 This Agreement and the rights and obligations hereunder may not be assigned or delegated by
Recipient, in whole or part, whether voluntarily, by operation of law, change of control or otherwise,
without the prior written consent of Discloser. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of the parties and their respective successors and permitted
assigns.
12.7 In the event that any of the provisions of this Agreement shall be held by a court or other tribunal
of competent jurisdiction to be invalid or unenforceable, the remaining portions hereof shall remain
in full force and effect and such provision shall be enforced to the maximum extent possible so as
to effect the intent of the parties and shall be reformed to the extent necessary to make such
provision valid and enforceable. The parties are independent contractors, and neither party shall
have any authority of any kind to bind the other party in any respect whatsoever.
12.8 Either the original or copies, of this Agreement, may be executed in counterparts, each of which
shall be an original as against any Party whose signature appears on such counterpart and all of
which together shall constitute one and the same instrument.

13. Signatures:
Employee has carefully read and understood this Agreement and agrees to abide by all the
clauses as mentioned in the agreement to protect Company's interests. Signing the Appointment
Letter denotes understanding and accepting this Agreement.

IN WITNESS WHEREOF The Parties have executed this Agreement as of the date mentioned above:

For NetObjex (India) Pvt. Ltd. For Employee

Name:Aparna R Menon Name: Pankaj Dalmia

Designation:HR Manager Designation: Technical content writer
Signature _____________________
Signature
_____________________

Page 4 of 4

Office: Spaces, Kanakia Wall Street, Level 4, A- Wing, Andheri - Kurla Road, Chakala, Andheri (East), Mumbai - 400 093 INDIA
CIN: U74120MH2011PTC222544
www.netobjex.com