Non Disclosure and Confidentiality Agreement

This Agreement made this _ day of 2022, by and between XXXXXXXXXXX, a company with its office at
XXXXXXXXXX (hereinafter "QFT") and Innovatiq IT Consulting (India) Pvt. Ltd (hereinafter
"Innovatiq” Disclosing Party). Quinte and hereinafter jointly referred to as the ‘‘Parties’’ and individually as
‘‘Party’’).

WHEREAS, each Party to this Agreement possesses confidential and/or proprietary information related to
their respective businesses which they wish to exchange with each other in order to evaluate a potential
alliance/transaction (the “Transaction”)

AND WHEREAS as a condition of permitting such exchange the Parties have agreed to formalize their
mutual understanding and reduce it into this written Agreement.

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES SET FORTH HEREIN AND OTHER
GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE
HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:

1. The Party disclosing Confidential Information in each case shall be called the “Disclosing Party”
and the Party receiving the Confidential Information shall be called the “Receiving Party”.

2. Confidential and/or proprietary information for the purpose of this Agreement shall mean all
information or material which: (i) gives a Party some competitive business advantage or the
opportunity of obtaining such advantage and the disclosure of which could be detrimental to the
interests of that Party; or (ii) is either (a) marked “Confidential,” “Restricted,” or “Proprietary
Information” or other similar marking, (b) known by the Parties to be considered confidential and
proprietary, or (c) from all the relevant circumstances should reasonably be known to be confidential
and proprietary and include but shall not be limited to any and all information and/or data, whether
technical or otherwise in whatsoever form disclosed by either Party pertaining to its business
practices, processes, strategies, financial statements, financial or business or strategic plans or
operations, such as research activities and plans, marketing or sales plans, pricing or pricing
strategies, operational techniques, internal controls, compliance policies, methods of operation,
security procedures, and unpublished financial information, including information concerning
revenues, profits and profit margins, policies, customers of any of the divisions, parent/subsidiary
companies, affiliates and includes, without limitation (i) information transmitted in written, magnetic,
pictorial, machine readable or any other medium, (ii) all copies and reproductions, in whole or part,
of such information and (iii) all summaries, analyses, compilations, studies, notes or other records
generated by the Receiving Party which contain, reflect, or are generated from such information.

3. If the Confidential Information is contained in writing, it will be marked as Confidential or proprietary

information of the Disclosing Party however; if the Confidential Information is disclosed orally or
visually, it shall be identified as such at the time of disclosure and confirmed in writing to the
recipient within thirty (30) days of such disclosure.

4. The Receiving Party shall not use, without the prior written consent of the Disclosing Party, any
portion of the Disclosing Party’s Confidential Information for any purpose other than the Transaction.
Each Party agrees that it will:
(a) Hold the Confidential Information of the other Party in the strictest confidence;

(b) Protect the confidentiality of the other Party’s Confidential Information in the same manner and
to the same extent it protects the confidentiality of its own Confidential Information of like kind;

(c) Not, without the other Party’s prior written consent, copy or disclose to any third party any
portion of the Confidential Information;

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 (d) Immediately notify the other Party of any unauthorized disclosure or use, and will cooperate
with the other to protect all proprietary rights in and ownership of its Confidential Information;
and

(e) Restrict dissemination of the Confidential Information of the other Party to only those persons
within or related to its organization who are directly involved in the Transaction, and who are
bound by terms substantially similar to the terms set forth herein.

5. The foregoing shall not prohibit or limit the Receiving Party’s use, disclosure, reproduction or
dissemination of the Disclosing Party’s Confidential Information which:

(a) is or becomes publicly available through no fault or breach of this Agreement by the
Receiving Party;

(b) as demonstrated by the written records of the Receiving Party, was already lawfully
known (without restriction on disclosure) to the Receiving Party prior to the information
being disclosed to the Receiving Party by the Disclosing Party or any representative of
the Disclosing Party;

(c) has been acquired by it from a third party which was not, to the Receiving Party’s
knowledge held in good faith, under an obligation to the Disclosing Party not to disclose
such information;

(d) has been independently developed, by or for the Receiving Party, without reference to
the Confidential Information of the Disclosing Party; or

(e) is required to be disclosed, but only to the extent required, by court order, or pursuant
to applicable law, regulation or self-regulatory organization rules, provided that the
Receiving Party notifies the Disclosing Party so that the Disclosing Party may have a
reasonable opportunity to obtain a protective order or other form of protection against
disclosure. Notwithstanding any such compelled disclosure by the Receiving Party, such
compelled disclosure will not otherwise affect the Receiving Party’s obligations
hereunder with respect to Confidential Information, including Customer Information, so
disclosed.

It shall be presumed that any Confidential Information in the possession of the Receiving Party that
has been disclosed to it by the Disclosing Party or any representative of the Disclosing Party is not
within any of the exceptions above, and the burden is on the Receiving Party to prove otherwise by
records and documentation.

6. All Confidential Information: (a) shall remain the property of the Disclosing Party; (b) shall be
treated as confidential by the Receiving Party, taking such action as shall be necessary or desirable
to preserve and protect the confidentiality of the Confidential Information and in any event using
means not less than those used to protect its own confidential information; (c) shall be used solely
for purposes of evaluating the Transaction as provided in this Agreement, and for no other purpose;
and (d) shall not be disclosed to any party, other than the Receiving Party and such of its officers,
directors, employees, financial advisors, accountants, attorneys or affiliates as are strictly necessary
to evaluate the Transaction on a “need to know” basis (each an “Authorized Person(s)”), without the
Disclosing Party’s prior written consent.

7. The Receiving Party shall implement appropriate administrative, technical and physical safeguards,
to protect the security, confidentiality and integrity of the Confidential Information, such safeguards
to be designed to ensure the security and confidentiality of the Confidential Information, protect
against any anticipated threats or hazards to the security or integrity of the Confidential Information

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 and protect against unauthorized access to or use of the Confidential Information. In any event, the
Receiving Party shall be responsible for any breach of this Agreement by any of its Authorized
Persons and agrees, at its sole expense, to take all reasonable measures to restrain its Authorized
Persons from prohibited or unauthorized disclosure or use of the Confidential Information.

8. Each Party recognizes that a breach of this Agreement may cause irreparable harm to the other
Party and that actual damages may be difficult to ascertain and, in any event, may be inadequate.
Accordingly, the Parties agree that in the event of such breach, the injured Party may be entitled to
specific performance or injunctive relief in addition to such other legal or equitable remedies as may
be available. Such remedy shall not be deemed to be the exclusive remedy for breach of this
Agreement but shall be in addition to all other remedies available at law or equity to the Parties.

9. Neither Party will use or permit the use of the other Party’s names, logos, trademarks or other
identifying data, or otherwise discuss or make reference to such other Party, in any notices to third
parties, any promotional or marketing material or in any press release or other public announcement
or advertisement, however characterized, without such other Party’s prior written consent.

10. Neither Party makes any representation or warranty, express nor implied, with respect to the
accuracy or completeness of any Confidential Information provided hereunder.

11. This Agreement shall become effective as of the date any Confidential Information of a Disclosing
Party is first made available to a Receiving Party and shall terminate on the earlier to occur of: (a)
the execution of a definitive agreement governing the Transaction which includes confidentiality
provisions substantially similar to those set forth herein or which expressly supersedes this
Agreement (a “Definitive Agreement”); or (b) one (1) year from the date of this Agreement. Upon
termination without a Definitive Agreement, the Receiving Party shall, at its option and own
expense, return or destroy all Confidential Information, and no Confidential Information shall be
stored by the Receiving Party in any form. Within ten (10) days after the request of the Disclosing
Party, the Receiving Party shall certify in writing that all Confidential Information has been so
returned or destroyed.

12. Unless and until final definitive agreements regarding the Transaction (including any binding term
sheets or letters or intent relating thereto) have been executed and delivered, neither Party will be
under any legal obligation of any kind whatsoever with respect to the Transaction by virtue of this
Agreement except for the matters specifically agreed to herein.

13. Notwithstanding the return or destruction of the Confidential Information or the termination of this
Agreement without a Definitive Agreement, the Parties shall continue to be bound by their
obligations of confidentiality hereunder.

14. No failure or delay by either Party in exercising its rights hereunder shall operate as a waiver
thereof. This Agreement may not be waived or amended except by written agreement of both
Parties.

15. If any provision of this Agreement is held to be invalid, void or unenforceable, all other provisions
shall remain valid and be enforced and construed as if such invalid provision were never a part of
this Agreement.

16. This Agreement may be executed in any number of counterparts, each of which shall constitute an
original.

17. This Agreement shall be governed by, and construed in accordance with, the laws of India.

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 18. This Agreement in no way obligates the Parties to enter into the proposed Transaction and nothing
herein prevents either Party from entering into a similar transaction with any third party.

IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the day and year first
above written.

XXXXXXXXXX Innovatiq IT Consulting (India) Pvt. Ltd

By: ___________________________ By: _______________________

Name: XXXXXXXXXX Name: Krishna Das
Title: XXXXXXXXXX Title: CEO