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Non-Disclosure and Confidentiality Agreement

This Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into and is
effective as of 5& '5tvh,. ?,, () 2-lf [Effective Date] by and between:

Salahkaar Consultants

Registered office at RH 1, Konark Cottages, Opp.Bhatnagar A., Viman Nagar, Pune 411014

(hereinafter referred to as "SALAHKAAR" which expression shall include its successors in interest,
administrators, and permitted assigns)

AND

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ [Name]

A software DEVELOPER (intern/student).

Address:
- - - - - - - - - - - - - - - - - - - - - - - - - - - [Address], Pjn -
_ _ _ _ __, _ _ _ _,---_(City)

(hereinafter referred to as "biVELOPER" which expression shall include its successors, assigns, and
affiliates)

SALAHKAAR and DEVELOPER shall, wherever the context so requires, be referred to individually as
"SALAHKAAR" AND "DEVELOPER" respectively and jointly as "the Parties" hereto.

WHEREAS SALAHKAAR wishes to disclose certain "Confidential Information", "Codes", already

developed various "Software" and "Proprietary Information" to enable DEVELOPER to develop and
provide more Software Coding, Design & Development services to SALAHKAAR and SALAHKAAR
wishes to protect such information, software and codes in the manner set out in this Agreement.

Acknowledging that during the process of discussions or in the course of negotiations, SALAHKAAR
may disclose (the "Disclosing Party") to DEVELOPER (and/or its respective affiliates) (the "Receiving
Party"), information that constitutes valuable and proprietary intellectual property, codes, software
of Disclosing Party, in connection with such possible negotiations. DEVELOPER has agreed to execute
and abide by this NDA as a precondition to the commencement of projects, negotiations, or
discussions.
AND WHEREAS in consideration of these presents and to protect and preserve SALAHKAAR's
in
"Confidential Informatio n" and "Proprietary Informatio n" that may be disclosed to DEVELOPER
agrees and
the course of seeking and/or availing services from DEVELOPER, DEVELOPER hereby
n to
covenants to protect, preserve and not to disclose such Confidential and Proprietary informatio
any third party on the terms and conditions mentioned herein below:

1. Definition of Confidential Information

For the purposes of and throughou t this Agreement,

be
"Confidential Informatio n" means and includes, without limitation, any informatio n that may
disclosed, either directly or indirectly, in writing or orally or by inspection of tangible objects
plans,
(including, without limitation, documents, prototypes, software, codes, webpages, samples,
and equipment) during the course of discussions/negotiations by SALAHKAAR (the "Disclosing
party") to DEVELOPER (the "Receiving Party") including:

or
- Confidential and proprietary trade secrets of SALAHKAAR and/or all 9ther informatio n belonging
relating to SALAHKAAR's busiriess or its Customers that is not generally kndwn.

- SALAHKAAR's products, processes, methodologies, systems techniques, programs, data, software,

nts,
codes, webpages, know-how, documentation of developed systems, improvements, developme
forecasts, licenses, prices, or lists of SALAHKAA R.
techniques, business or marketing plans, strategies,

- Confidential informatio n of third parties.

- The terms and conditions of this Agreement.

Confidential Informatio n excludes information that:

it is
- Can be shown with documents as already known to the DEVELOPER before the project
no
disclosed to DEVELOPER by anyone else who has no connection with SALAHKAAR and that has
connection with the present software development work.
t on
- Is in or comes to the public domain through no fault, wrongful act, or breach of this Agreemen
the part of DEVELOPER.

- Has been rightfully received from a third-party without restriction on disclosure and without
breach of this Agreement.

- Has been approved in writing for disclosure to any public or Salahkaar.

- Has been disclosed pursuant to a requirement of government agency or law.

 s, patent, tradema rk,
Proprietary Information shall include any and all software, codes, webpage
ver, any and all works in any
copyright, trade secret, and other propriet ary rights of any kind whatsoe
include, analyze or utilize
medium whatsoever that refer to, relate to, given first time, incorporate,
and modifica tions thereto
such Proprietary Information, including but not limited to improve ments
and derivations therefrom.

2. Grant of Access and Limitation on Use

d by SALAHKAAR only as
DEVELOPER expressly agrees to use any Confidential Informa tion disclose
disclosure or misuse of the
provided in this Agreement and understands that any unauthorized
to SALAHKAAR. •
Confidential Informat ion may result in substantial and irreparable damage

ed Softwar e Codes by
DEVELOPER further agrees and undertakes to hold Previously Develop
all other Confidential and
SALAHKAAR associates or given by SALAHKAAR associates or director,
sell, assign, license, market,
Proprietary Informat ion in strict confidence and not to copy, reproduce,
forum, blog site, GitHub or
transfer, put on any website, online platform, online community, online
any third parties or to use such
otherwise dispose of, give or disclose such informat ion to
on of compulsory legal
information for any purposes whatsoever except under the requisiti
requisition.

As a Receiving Party, DEVELOPER agrees to the following:

AR will be and will remain

- That all Confidential Information acquired by DEVELOPER from SALAHKA
the exclusive property of SALAHKAAR.
s of availing services by
- That informat ion provided by SALAHKAAR is only for the purpose
tial Informa tion in any other
SALAHKAAR and that DEVELOPER will not use any or all of the Confiden
manner whatsoever.
ate, publish or otherwis e
- That DEVELOPER will not in any manner or at any time disclose, dissemin
associates, contractor,
provide, either orally or in written manner, to any employee, agent, interns,
firm, corporation, organization, or entity any Confidential Information.
nts are duly signed by such
- That DEVELOPER will ensure that appropriate Non-Disclosure Agreeme
SALAHKAAR's confidential
employees, interns, agents, or contractors who have access to
SALAHKAAR's directors.
information that DEVELOPER may share after having written approval from
res and precautions that
- That DEVELOPER will treat Confidential Information with the same procedu
it does not wish to be disclosed from
SALAHKAAR uses to protect its own information that
unauthorized disclosures or other misuse.

any Confidential Informa tion

- That DEVELOPER agrees not to directly or indirectly export or transmit
or Materials to any country.
_ To return promptly to SALAHKAAR or destroy any copies of such Confidential Information in
written, graphic or other tangible form upon completion of the aforesaid purpose or project or
immediately on SALAHKAAR'S request.

_ That the obligations set forth in this Section 2. with respect to Confidential Information will
continue even after the termination of employment, Partnership or ~usiness relationship with either
party or any and all individuals who received the Confidential Information in terms of this
Agreement.

3. Ownership of Confidential Information

·All Confidential and Proprietary Information remains the property of SALAHKAAR, including:

- Any code, software, webpages or any other material that is developed by DEVELOPER DURING
WORKING WITH SALAHKAAR, already developed or been developed by SALAHKAAR associates and
shared for the further project work.

Copyrightable or copyrighted material, any translations, abridgments, revisions or other form in

which an existing work may be r~cast, transformed or adapted.

- Patentable, not patentable but developed and confidential or patented material, any continuation ,
reissuance or improvement_ tt:iereon.

- Material which is protected by trade secret and any new material derived from such existing trade
secret material, including new material which may be protected by copyright, patent and/or trade
secret law. By disclosing information to DEVELOPER, SALAHKAAR does not grant any express or
implied right to DEVELOPER.

4. Nature of Obligation

DEVELOPER acknowledges and agrees that SALAHKAAR would suffer irreparable harm in the event
that DEVELOPER breaches its obligation under this Agreement, and that monetary damages would
be inadequate to compensate SALAHKAAR for such breach. DEVELOPER agrees that in such
circu_mstances, SALAHKAAR shall be entitled, in addition to such .monetary relief or other applicable
remedies, to injunctive or other equitable relief as may be necessary to restrain any continuing or
further breach by DEVELOPER, without showing or proving any actual damages sustained by
SALAHKAAR.

5. Assignment
This Agreement and the rights, interests, benefits, duties, and obligations hereunder shall not be
assigned or transferred in any way by either party other that the work that SALAHKAAR will transfer
to similar other software developers in the future.

Any act in derogation of the foregoing shall be null and void and without effect.

6. Governing Law

This Agreement will be governed in accordance with the laws of India, and the Parties agree to
submit to the jurisdiction of the Pune courts as per direction of SALAHKAAR.

7. Entire Agreement

This Agreement is the entire agreement with respect to the nondisclosure of Confidential
Information described in the Agreement and supersedes all prior agreements, representations, and
understandings whether oral or written with respect to the Subject matter hereof.

8. Term and Termination.

This agreement will remain in force for a period of two (2) years following the Effective Date. This
Agreement may be terminated by either party upon thirty (30) days prior written notice to the other
party. Upon expiration or earlier determination of this Agreement, DEVELOPER agrees to return
promptly to SALAHKAAR all copies of any documents, materials, notes, data, programs, or software
containing Confidential Information owned by SALAHKAAR which is in DEVELOPER'S possession or
control. DEVELOPER agrees to confirm to SALAHKAAR in writing that all such copies have been
returned or destroyed. Notwithstanding the expiration or earlier termination of this Agreement, the
obligations of confidentiality set forth in this Agreement will survive such expiration or earlier
termination and will be binding on agents, successors, and assigns of the parties to whom the
Confidential and Proprietary Information was disclosed in terms of this Agreement.

9. Non-Competition and Non-Solicitation

During the subsistence of this Agreement and two years thereafter, DEVELOPER agrees and
undertakes not to compete with SALAHKAAR in securing any business, contracts from any third
parties, or to develop any relationship with any third party, to provide any services in respect of
which Confidential and Proprietary information has been exchanged between the Parties or with
party which has same business of HR software or demands to give the CODES. DEVELOPER during
project work, two years after completion of project and always thereafter will NEVER disclose or
pass codes to any such third party or use outside SALAHKAAR business use or do anything after the
------------------------------------------
project is over without written approval by Shalav Daftuar who is a director of SALAHKAAR. During
the subsistence of this Agreement and two years thereafter, DEVELOPER agrees not to enter into
any contract of employment or consultancy, whether on a permanent or temporary basis with any
employee or business associate of SALAHKAAR.

10. Miscellaneous

This Agreement shall not be modified except by a written agreement dated subsequent to the date
of this Agreement and signed by both parties.

None of the provisions of this Agreement shall be deemed to have been waived by any act or
acquiescence on the part of either party, its agents, or employees, but only by an instrument in
writing signed by an authorized officer of either party.

.lit!

If either party employs attorneys to enforce any rights arising out of or relating to this Agreement,
the prevailing party shall be entitled to recover reasonable attorney's fees.

The parties to this Agreement have caused their duly authorized representatives to execute and
enter this Agreement.

Fo<_ _ _ _ _ _ _ _ _ _ _ [DEVELOPER Name]~Y l

$kG,. C>J.I
f'..
!.IQ
f ~AA Salahkaar Consultants

By: _ _ _ _ _ _ _ _ _ _ _ [DEVELOPER Signature] By:_ ____;,u._____,,,,c:...---- Shalav

Daftuar

Title: T)-VV·do ? '( CD£\/~LO p1;:.ll) Title: Director

Date: Date:
s-Ji. j"t'W\I.A OJ\,~ • 2.--0 "l-,