CONFIDENTIALITY CLAUSE

1. Non-Disclosure and Announcement:

Before the execution of a legally binding agreement, the Buyer shall not make or solicit any
announcement or disclosure regarding the interest in acquiring the goodwill without the express
prior written consent of the Seller.

2. Use of Confidential Information:

The Buyer shall utilize Confidential Information solely for the "Permitted Purpose" defined herein
and for no other purpose whatsoever.

3. Permission to Disclose Confidential Information:

The Buyer is granted permission to disclose Confidential Information to employees or advisers who,
in each case, have a legitimate and essential need to know such information for the Permitted
Purpose (collectively referred to as the "Authorized Recipients"). The Buyer shall ensure that all
Authorized Recipients are bound by confidentiality obligations equivalent to those delineated in this
Agreement.

4. Return of Confidential Information:

Upon the written request of the Seller or the termination of this Agreement, whichever occurs
earlier, the Buyer shall promptly return to the Seller all documents, materials, and other tangible
manifestations of Confidential Information and shall erase or destroy any electronic or digital copies
of Confidential Information, except as required by law.

TERMINATION CLAUSE

1. Termination Trigger:
This Termination Provisions Clause shall be invoked upon the dissolution of the accounting firm
"Scott, Halpert & Martin" (hereinafter referred to as the "Firm") due to mutual agreement among
the partners, Michael Scott, Jim Halpert, and Angela Martin (hereinafter referred to as the
"Partners"), based on differences in long-term goals and personal circumstances.

2. Valuation of Goodwill:
2.1 The Goodwill of the Firm is hereby valued at INR 2,15,00,000 (Indian Rupees Two Crores and
Fifteen Lakhs) (the "Goodwill Value").

2.2 The Partners hereby acknowledge and agree that the Goodwill Value represents the fair and
reasonable value of the Firm's goodwill as of the date of dissolution.
3. Sale of Goodwill:
3.1 Upon the dissolution of the Firm, the Partners shall engage in good faith negotiations to
determine the allocation of the Goodwill Value among themselves.

3.2 The allocation of the Goodwill Value shall be based on each Partner's respective ownership
interest in the Firm as of the date of dissolution.

3.3 In the absence of mutual agreement on the allocation within [number] days from the date of
dissolution, the Partners shall appoint a neutral third-party appraiser with expertise in business
valuation to determine the allocation. The appraiser's decision shall be binding and final.

3.4 The Partner receiving a portion of the Goodwill Value shall make a corresponding payment to
the Partner(s) entitled to a share of the Goodwill Value within [number] days of the determination
of the allocation.

Non-Compete Clause in Dissolution Agreement

1. Non-Competition Obligation:
Each Partner agrees that, in consideration of the dissolution of the firm "Scott, Halpert & Martin,"
and in recognition of the valuable goodwill associated with the firm, they shall not engage in any
business, either directly or indirectly, that competes with the accounting services provided by the
dissolved firm within a radius of [Specify radius] from the last principal location of the dissolved
firm for a period of [Specify duration] ("Restricted Period").

2. Scope of Non-Competition:
The non-competition Obligation shall specifically apply to the following:
a. Offering accounting, auditing, tax, or financial consulting services that are substantially similar to
the services offered by the dissolved firm.
b. Soliciting or servicing clients or customers of the dissolved firm for accounting, auditing, tax, or
financial consulting services.
c. Actively participating in or managing any business or enterprise that directly competes with the
accounting services offered by the dissolved firm.

3. Enforcement:
The Partners acknowledge that a breach of this Clause may result in irreparable harm to the goodwill
and interests of the dissolved firm. In the event of a breach, the non-breaching Partner(s) shall be
entitled to seek injunctive relief, in addition to any other legal remedies available.
4. Exceptions:
Notwithstanding the preceding, the non-compete obligations shall not prohibit each Partner from
engaging in any business or occupation that does not directly compete with the services provided by
the dissolved firm.