MUTUAL NON DISCLOSURE AGREEMENT

THIS MUTUAL NON-DISCLOSURE AGREEMENT (hereinafter referred to as the ‘Agreement’ or

‘NDA’) is entered into on ___________ ((hereinafter referred to as the“ Effective Date”) at

BY AND BETWEEN

ZODHYA TECHNOLOGIES PVT LTD, a Company incorporated under the Companies Act,2013 having its
registered office at T-hub, IIIT Hyderabad, Gachibowli, Hyderabad-500032,India, hereinafter referred to as
“ZODHYA”, (which expression shall unless repugnant to the context or meaning thereof be deemed to mean
and include its successors and its assigns) of THE FIRST PART;

AND

_____________________, with PAN :________________having its registered office/ resident at

____________________ hereinafter referred to as “________”, (which expression shall, unless it be repugnant
tothe context of meaning thereof, be deemed to mean and include its successors, permitted assigns and and its
affiliates) of the SECONDPart.

“ZODHYA” and “___________” together shall collectively be referred to as “Parties” and each individually
as a “Party”.

NOW THEREFORE, in consideration of the covenants contained herein, the parties hereto agree as
follows:

1. Purpose

i. The Parties wish to carry out an a potential business engagement (“the Engagement”),
where“ZODHYA” designed, developed, owns and established an electronic device under the brand
“__________” (“the electronic Device”) and will provide the Second party with their rented electronic
device, which may include, if appropriate, advice and assistance with respect to its performance.

ii. The Parties wish to carry (the “Relationship”) in connection with which each Party has disclosed and/or
may disclose its Confidential Information (as defined below) to the other.

iii. The Parties recognize that during the ensuing relationship between the Parties and in the course of
discussions regarding present, potential or Strategic arrangements between them, their current projects
and products, future projects and products, research and development, and general business operations,
as the case maybe, certain information including Confidential information (as hereinafter defined)
would be passed on by one party (“Disclosing Party) to the other Party (“Recipient”).

iv. This NDA is intended to allow the Parties to discuss and evaluate the Relationship while protecting each
Party’s Confidential Information against unauthorized use or disclosure.
v. The parties desire to assure the confidential status of any confidential and Proprietary Information,
and/or any trade secret, information which may be disclosed by one Party to the Other Party;
vi.
 2. Definition of Confidential Information

For the purposes of this Agreement, “Confidential Information” shall mean any and all information that is
proprietary or, confidential to the Disclosing Party and not generally known to the public,whether in tangible or
intangible form, in whatever medium provided, whether unmodified or modified by the Receiving Party, from
the Disclosing Party, its affiliated companies, directors, officers and employees relating to the business of the
Disclosing Party(collectively, “Recipient's Representatives”),, whether communicated in writing, orally,
electronically, photographically, or in recorded or any other form. It includes, without limitation, product and
service information, product specifications, product designs, process plans, drawings, concepts, research and
development data and materials, trade secrets, software programs and works of authorship, know-how,
marketingand distribution plans, planning data, project technology, configuration, technical parameters,
financial information, patents, other intellectual property and know-how owned by the Disclosing Party
including, without limitation, copyright material, data, processes, formulas, methods, technology, manufacturing
techniques, unpublished patent applications, pricing, sales, marketing information, customer names or other
unpublished information related to customers. Confidential information also includes any information described
above which the Receiving Party has obtained in confidence from the Disclosing Party who treats it as
proprietary or designates it as confidential information, whether or not owned or developed by the Disclosing
Party.

The Parties shall use the Confidential Information exclusively for the PURPOSE mentioned above and Neither
Party shall disclose or otherwise use the confidential information for any other project or purpose or in any other
way without first obtaining prior written permission from the Disclosing Party. The term “Confidential
Information” does not include information which

(i) was in the public domain or generally available to the public prior to receipt thereof by
Receiving Party from the Disclosing Party, or which subsequently becomes part of the public
domain or generally available to the public other than as a result of a breach of this Agreement
by Receiving Party;
(ii) was in the possession of Receiving Party prior to receipt from the Disclosing Party;
(iii) is later lawfully received by Receiving Party from a third party, unless Receiving Party knows
or has reason to know of an obligation of secrecy of the third party to the Disclosing Party with
respect to such information; or,
(iv) is required to be disclosed by operation of Law.

3. Non Disclosure of Confidential Information

i. In consideration for the receipt of Confidential Information, Receiving Party shall hold all Confidential
Information in strict confidence and shall in no event use less than a reasonable degree of care; and shall
not, without the prior written consent of Disclosing Party, disclose such information to any person for
any reason at any time; Further, the Receiving Partyshall take all steps as may be reasonably necessary
to protect the integrity of the Confidential Information and shall inform the Disclosing Party of any
potential disclosure and shall take all steps necessary together with the Disclosing Party to retrieve and
protect the Confidential Information.

ii. The Receiving Party agrees that it shall not, except as and to the extent required, make any copies or
reproduce the Confidential Information. Such copies or reproductions shall be subject to the terms and
 conditions of this Agreement and the Receiving Partyshall take such steps as are necessary to restrict
access to and protect the confidentiality of such copies or reproductions of the Confidential Information.

iii.
Except as otherwise provided in this Agreement, all Confidential Information shall, for a period of 36
months(renewed subsequently on mutual consent of both the parties) from the date of this agreement be held in
confidence by the Receiving Party and shall not be disclosed to any third party or used, except for the
PURPOSE for which it has been disclosed, provided however that Confidential Information may be disclosed
by the Receiving Party to those of its employees and consultants who require knowledge thereof in connection
with the PURPOSE and who are obliged to protect the confidentiality of the same under the terms of this
Agreement.

4. Use of Confidential Information

i. The Receiving Party and its officers, employees or sub-contractors agrees to use the Confidential
Information solely in connection with the current or contemplated business relationship between the
parties and not for any purpose including its own purpose other than as necessary in regard to the
Transaction without the prior written consent of an authorized representative of the Disclosing Party.
Receiving Party agrees to make no other use of the Confidential Information or to incorporate any
Confidential Information into any work or product without the prior written consent of the Disclosing
Party. Further, the Receiving Partyagrees that it shall not profit from any Confidential Information
received by it from the Disclosing Party in any unauthorized manner whatsoever and that the Receiving
Party shall use its best endeavors to protect the confidential information of the Disclosing Party in the
same manner as it protects its own confidential information.

5. Term & Termination

i. This Agreement shall be effective as of the date first set above and shall terminate on the delivery of
written notice of termination from the Disclosing Party to the Receiving Party; provided, however, that
the obligations of the Receiving Party pursuant to paragraph 2,3 &4 shall always remain in effect.

ii. The Receiving Party acknowledges that the expiration of this Agreement shall not be deemed to give it
a right or license to use or disclose the Confidential Information of the Disclosing Party and its Client.

iii. This Agreement is intended to cover Confidential Information disclosed by the Disclosing Party both
prior and subsequent to the date hereof. This Agreement may be terminated by either Party by giving
the other Party no less than thirty (30) days prior written notice; provided, however, that,
notwithstanding anything herein to the contrary, Receiving Party’s obligations with respect to each item
of the Disclosing Party’s Confidential Information will survive for a period of 2 years following the
disclosure of the applicable Confidential Information.

6. Compelled Disclosure of Confidential Information

i. Notwithstanding anything to the contrary contained in this Agreement, Confidential Information may be
disclosed pursuant to any governmental, judicial, or administrative order, subpoena, discovery request,
regulatory request or similar method, as required by applicable law or legal process, provided Receiving
Party promptly notifies the Disclosing Party prior to such disclosure so as to afford the Disclosing Party
reasonable opportunity to object or seek an appropriate protective order with respect to such disclosure.

ii. The Receiving Party agrees not to issue or release for publication any articles or advertising or publicity
matter relating to this Agreement which mention or imply the name of the Disclosing Party any of its
Affiliates, or subject matter hereof, unless prior written consent is granted by the Disclosing Party,
 except such disclosure as may be required by law, in which case the provisions of Paragraph
hereinabove shall apply. The Receiving Party shall make such amendments to any such press release or
public statement as are reasonably requested by the Disclosing Party.

7. No License Granted

i. No license under any rules, acts, laws, trademark, patent, copyright, mask work or any other intellectual
property right, is either granted or implied by the disclosure of Confidential Information to the
Receiving Party. Receiving Party recognizes that all tangible information relating to Confidential
Information, including drawings, designs, product specification notes, reports and other documents
prepared by Receiving Party in connection with the Engagement, including all copies thereof, are and
shall be the sole property of Disclosing Party, and Receiving Party shall keep the same at all times in its
custody and subject to Receiving Party’s control.

8. Warranty

i. . Disclosing Party does not makes any representation or warranty as to the accuracy or completeness of
the Confidential Information

ii. The parties acknowledge that although Confidential Information is disclosed to the Receiving Party, it
shall not be deemed to constitute any representation, warranty, assurance, guarantee or inducement by
the Disclosing Party of any kind with respect to the Confidential Information, including without
limitation, that use thereof will not infringe any trademarks, patents, copyrights, mask work or any other
intellectual property rights, or other rights of third persons or of the Disclosing Party.Further, neither
party is under any obligation under this Agreement to disclose any Confidential Information it chooses
not to disclose.
9. Notice of Breach

i. Receiving Party shall notify the Disclosing Party immediately upon discovery of, or suspicion of, (i)
any unauthorized use or disclosure of Confidential Information by Recipient; or (ii) any actions by
Receiving Party inconsistent with their respective obligations under this Agreement, Receiving Party
shall cooperate with any and all efforts of the Disclosing Party to help the Disclosing Party regain
possession of Confidential Information and prevent its further unauthorized use.

10. Return of Confidential Information

i. Promptly following the earlier of

a. the completion or termination of the dealings between the parties contemplated hereunder;
b. the termination of this Agreement and
c. the written request of Disclosing Party,

ii. Receiving Party shall, upon the request of the Disclosing Party, return to the Disclosing Party all
tangible material embodying any and all Confidential Information provided hereunder and all
documents, manuals, excerpts, records and all other materials (“Notes”) including drawings, documents,
reports and other tangible manifestations of Confidential Information received by the Receiving Party
pursuant to this Agreement, together with all copies and reproductions thereof.In the event of such
request, all other documents or other materials constituting Confidential Information, together with all
copies thereof in the possession, the Receiving Partymay immediately destroy any of the foregoing
 embodying Confidential Information (or the reasonably non-recoverable data erasure of computerized
data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving
Partysupervising the destruction).

11. Remedies

i. The Receiving Parties acknowledges that breach of this Agreement can cause the Disclosing Party
irreparable harm. If any such breach occurs, the Disclosing Party will, to the extent of the contractual
value, be entitled (in addition to any and all other remedies) to injunctive relief, and the Receiving Party
agrees to indemnify the Disclosing Party against any such loss caused & assessed by the Disclosing
Party.In addition, in such event, the Receiving Party shall reimburse the Disclosing Party for all costs
and expenses, including reasonable attorneys' fees, incurred in order to enforce the provisions of this
Agreement and/or exercise any remedies for a violation thereof.

12. Governing Law and Jurisdiction

i. This Agreement shall be governed and construed in accordance with the laws of India without giving
effect to principles of conflict of laws thereof, regardless of the place of making or performance . Any
dispute or claim arising out of or in connection with this Agreement or the breach, termination or
validity thereof, shall be referred to Arbitration in accordance with the provisions of Indian Arbitration
and Conciliation Act, 1996. The Place of Arbitration shall be Hyderabad, India and the language used
shall be English. The award given by the Arbitrator shall be final and binding on both the Parties.

13. Amendments

i. This Agreement constitutes the entire agreement between the parties with respect to the subject matter
hereof and shall not be supplemented, amended, varied or modified in any manner except by an
instrument in writing signed by duly authorized representatives of both parties.

14. Severability

i. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal,
invalid or unenforceable, the remaining provisions shall remain in full force and effect. Should any of
the obligations of this Agreement be found illegal or unenforceable as being too broad with respect to
the duration, scope or subject matter thereof, such obligations shall be deemed and construed to be
reduced to the maximum duration, scope or subject matter allowable by law.

15. Other Relationships

i. Either Party understands that Other Party regularly performs services for existing and newly formed
entities and that existing or planned technology independently developed by entities for which Other
Party performs services may have ideas and concepts similar or identical to those contained in Either
Party’s Confidential Information. Either Party agrees that entering into this Agreement shall not affect
Other Party’s right to perform services for such entities provided, however, Other Party does not use or
disclose Either Party’s Confidential Information.

16. Miscellaneous
This Agreement shall be binding upon and shall insure to the benefit of the parties hereto and
their respective successors and assigns. The individuals executing this Agreement hereby
 represent and warrant that they are empowered and duly authorized to so execute this
Agreement on behalf of the parties they represent.

i. Although the restrictions contained in this Agreement are considered by the parties to be
reasonable for the purpose of protecting the Confidential Information, if any such restriction is
found by a court of competent jurisdiction to be unenforceable, such provision will be modified,
rewritten or interpreted to include as much of its nature and scope as will render it enforceable.
If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not
be given effect, and the remainder of the Agreement will be enforced as if such provision was
not included.
ii. Paragraph headings used in this Agreement are for reference only and shall not be used or
relied upon in the interpretation of this Agreement

This Agreement contains the full and complete understanding of the parties with respect to the subject matter
hereof, and supersedes all prior representations and understandings, whether oral or written.

IN WITNESS WHEREOF, the parties have executed this Agreement under seal as of the date first set forth
above -

Signed on behalf of- Signed on behalf of-

Zodhya Technologies Private Limited

Name:Pallerla Rohith Name:

Title: CEO Title:
Date & Seal: Date & Seal: