EMPLOYEE NON-DISCLOSURE & NON-COMPETE

AGREEMENT

This Non-Competence and Non-Disclosure Agreement (hereinafter referred to as this

"Agreement") is made on this (Joining date)

BY AND BETWEEN

SAIRAKESH INDIA PVT LTD, a Private Limited Company having its registered office at Plot
No. A-14,3rd Lane, NICE Area, Next to NAB, MIDC, SATPUR, Nasik-422001. (hereinafter called
THE COMPANY which expression unless repugnant to the context shall mean and include its
subsidiaries, and its successors and assigns).

AND

Ms. Diwyani Purushottam Dhage daughter of Mr. Purushottam Dhage, an Employee of

SAIRAKESH INDIA PVT LTD and residing at (address) Nashik, Maharashtra, (hereinafter
referred to as “Employee” which expression unless repugnant to the context shall include all
beneficiaries of the said employee).

WHEREAS:

A. The Company is in the business of, Manufacturing Paper and Packaging products, and any
other activities as the partners may mutually decide from time to time.

B. The Company, in the course of its business, has acquired or may acquire confidential
property, personal information, and trade secrets, made or will make discoveries and
improvements or developments, which it desires to keep confidential.

C. Employee during his normal course of business has access to Intellectual Property and
Confidential Information.

D. The unauthorized disclosure by employee or ex-employee of the said intellectual property

or confidential information could expose SAIRAKESH INDIA PVT LTD to irreparable
harm in monetary terms as well as in terms of reputation and goodwill.

E. SAIRAKESH INDIA PVT LTD thus wishes to safeguard against the wrongful or inadvertent
disclosure of its intellectual property or confidential information.

1. DEFINITIONS:

1.1. “Agreement” this Agreement includes any Annexures and Schedules attached to this
Agreement and may be amended and modified from time to time.

1.2. "Intellectual Property" includes:

1.2.1. all patents, trademarks, business processes, domain names, works of authorship,
designs, utility models, copyrights whether registered or unregistered, which are owned
by the Company or acquired or developed by the Company in the course of its Business,
including, but not limited to moral rights and any similar rights in any country, whether
negotiable or not and also includes any applications for any of the foregoing and the
 right to apply for them in any part of the world; and

1.2.2. all processes, inventions, ideas, programs, codes, software, algorithms, discoveries,
correspondence, trade secrets, databases, know-how, creations or improvements upon,
additions or any research effort relating to any of the above, whether registrable or not.

1.3. “Competitor” means and includes all such Persons (as defined hereinafter) whether
domestic or foreign, which carry on or which are likely to carry on similar Business.

1.4. “Confidential Information” Confidential information means, trade secrets, know-

how, patents, utility models, formulations, processes/methods of preparation, test data,
conducted in-house or by/through collaborative/venture efforts, inclusive of any and all
improvements/modifications, alterations substantial or otherwise, etc. that may have been
affected to the said Confidential Information by Company. Also, as used in this agreement,
the term “Confidential Information” means

1.4.1. the terms and conditions of this Agreement inclusive of but not limited to any other
prior confidential agreement whether explicit or implied by terms and relationship of
Party with the company and his stated or present functions, that is subsisting on the
date of this agreement

1.4.2. Company’s business plans, strategies, methods and/or practices

1.4.3. any information relating to Company or its business that is not generally known to the
public, including, but not limited to information about Company’s Personnel, products,
customers, marketing strategies, services or future business plans, and

1.4.4. Process information defined as data/test data/reports/studies in-house or

contracted/details/quantified steps/process details whether affixed on paper or
transferred by way of oral and/or practical instruction with reference to any product
which company may own or be associated with such as manufacturing information,
procurement specifications, quality control specifications, inspection and test protocols
inclusive of other data that Company has ownership retains and is available and being
used by Company with reference to its business/products efforts and general and
specific information not limited to processes, machines, manufacturers, composition of
matter, know-how, methods, techniques, systems, software (whether in object, source
or executable code)documentation, data (irrespective of whether human or machine-
readable) pertaining to the Company’s products, manufacture and sale of products
envisaged by company’s know-how or any other improved know-how.

1.5. “Employee” Employee means any individual who was or is an employee of SAIRAKESH
INDIA PVT LTD whose status is permanent or contractual in nature on the date of
commencement of the business by the Company its venture partners or its subsidiaries or
beneficiaries.

1.6. “Person” means an individual, corporation, partnership, limited liability Firm, association,
trust or other entity or organization, including a government or political subdivision or an
agency or instrumentality thereof.

1.7. “Rules” means the Company’s manual, which lays down the policies, procedures, rules
etc. in connection with the day-to-day operations of the Company, the behavior of its
employees, the overall management of the Company and its clients/customers, as amended
from time to time by the Company.
2. POSITION AND DUTIES:

2.1. During the time this Agreement is in effect, the company will employ the Employee for the
Tender Executive Position and the Employee will accept such employment, in such
capacities and with such powers and duties as may from time to time be determined by the
Managing Director of the Company.

2.2. The Employee will devote substantially all of his time and attention to, and will use his best
energies and abilities in the performance of, his duties and responsibilities and will not
engage as a director, officer, employee, partner, shareholder, or any other capacity, in any
business which competes, conflicts or interferes with the performance of his duties hereunder
in any way, or solicit, canvass or accept any business or transaction for any other such
competing business.

3. REMUNERATION:

3.1. For all services to be rendered by the Employee pursuant to Paragraph 1 of this Agreement,
and in part of the consideration for the other obligations and promises of the Employee as
set forth in this Agreement, the Company will pay the remuneration of Rs.17,000/- (Rupees
Seventeen Thousand Only) Per month.

4. NON-COMPETITION AND NON-SOLICITATION:

4.1. During the term of the employment with the Company and for a period of one (1) year
following the Termination Date in case of Competitors worldwide, the Employee shall not,
directly or indirectly, either as an individual on his own account or as a partner, employee,
consultant, advisor, agent, contractor, director, trustee, committee member, office bearer, or
shareholder (or in a similar capacity or function)

4.1.1. own or operate in India a business in competition with the business of SAIRAKESH
INDIA PVT LTD and its successors;

4.1.2. solicit the employment of or advise any other employee of SAIRAKESH INDIA PVT
LTD to terminate his contract or relationship with the Company or accept any contract
(directly or indirectly) or another arrangement for providing services to any other
person or organization; or,

4.1.3. contact any of the existing or prospective clients of the Company, to entice such clients
away from the Company or to damage in any way their business relationship with
Company.

4.1.4. The Company may, however, relieve the Employee, from complying with the
provisions of this Section in whole or in part.

5. REMEDIES FOR BREACH OF CONFIDENTIALITY:

5.1. The employee agrees and acknowledges that any disclosure of any Confidential Information
prohibited herein or any breach of the provisions herein may result in irreparable injury and
damage to SAIRAKESH INDIA PVT LTD which will not be adequately compensable in
monetary damages, that the Company will have no adequate remedy at law thereof, and that
 the Company may, in addition to all other remedies available to it at law or in equity, obtain
such preliminary, temporary or permanent mandatory or restraining injunctions, orders or
decrees as may be necessary to protect the Company against, or on account of, any breach
by the employee/ex-employee of the provisions contained herein, and the employee agrees
to reimburse the reasonable legal fees and other costs incurred by the Company in enforcing
the provisions of the proposed transaction.

6. CONFIDENTIALITY:

6.1. The Employee shall not disclose, any time, to any Person or Competitor who is not
employed, part of or associated with the Company; or use for any purpose that is not within
the scope of his services, any Confidential Information, except in accordance with any
written exception made by the Company.

6.2. Notwithstanding the aforesaid provisions of this Section, the Employee may disclose
Confidential Information were compelled to do so, by any government, judicial or quasi-
judicial authority.

6.3. Provided however, that the Employee shall in such a case give the Company reasonable
notice of any prospective disclosure and shall assist the Company in obtaining an exemption
or protective order preventing such disclosure.

7. TERMINATION:

7.1. This NDA shall be effective as of the date first above-written (the “Effective Date”) and
shall be effective until its termination. In the event the parties enter into a definitive
Agreement, this NDA shall continue in full force and effect while such Agreement is in
effect. This NDA shall automatically terminate upon:

7.1.1. the Purpose having been rejected or concluded,

7.1.2. unsatisfactory performance of the Employee

7.1.3. the expiration or termination of any subsequent definitive Agreement between the
parties.

8. DISPUTE RESOLUTION:

8.1. The Company and the Employee hereby agree that they intend to discharge their obligations
in utmost good faith. They therefore agree that they will, at all times, act in good faith, and
make all attempts to resolve all differences howsoever arising out of or in connection with
this Agreement by discussion failing which, within fifteen (15) days of the commencement
of the discussions.

8.2. The Parties shall be bound to submit all disputes and differences howsoever arising out of
and in connection with this Agreement to the courts of INDIA, provided that

8.3. Notwithstanding anything contained in this Agreement the Company may approach any
court within Nashik, Maharashtra for injunctive relief when it feels that any of the terms of
this Agreement are breached or likely to be breached by the Employee.
9. MISCELLANEOUS:

9.1. Entire Agreement: This Agreement constitutes the entire agreement between the signatories
and shall supersede all negotiations, preliminary agreements, and all prior and
contemporaneous discussions and understandings of the signatories in connection with the
subject matter hereof.

9.2. Amendments: No change, modification, or termination of any of the terms, provisions, or

conditions of this Agreement shall be effective unless made in writing and signed or initialed
by all signatories to this Agreement.

9.3. Severability: If any paragraph, sub-paragraph, or provision of this Agreement, or the

application of such paragraph, sub-paragraph, or provision, is held invalid by a court of
competent jurisdiction, the remainder of this Agreement, and the application of such
paragraph, sub-paragraph, or provision to persons, or circumstances other than those with
respect to which it is held invalid shall not be affected.

9.4. Parties to Act with Due Diligence and in Good Faith: The Parties hereto shall dutifully
perform all covenants of this Agreement in letter and spirit and shall otherwise act with due
diligence and in good faith.

10. GOVERNING LAW AND JURISDICTION:

10.1. This Agreement shall, in all respects, be governed by and construed in all respects in
accordance with the laws of INDIA.

10.2. Any action arising out of or pertaining to this agreement shall be initiated and maintained
in a court of competent jurisdiction at Mumbai.

10.3. In relation to any legal action or proceedings to enforce this Agreement, the Employee
irrevocably submits to the exclusive jurisdiction of any competent court and waives any
objection to such proceedings on grounds of venue or on the grounds that the proceedings
have been brought in an inconvenient forum.

11. CONSENT:

11.1. I understand that this consent is purely voluntary. I have had the opportunity to discuss any
concerns with regard to terms of the agreement and by which all questions were answered
accordingly and to my satisfaction.
IN WITENESS WHEREOF, This Agreement and each party's obligations shall be binding on the
representatives, assigns and successors of such party. Each party has signed this Agreement through
its authorized representative.

Signature
(THE COMPANY)

Signature
(THE EMPLYOEE)

Date: / /2024
Place: