NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (hereinafter referred to as the “Agreement”) is made and entered
into this 28th day of February, 2024 by and between

1. MAX HEALTHCARE INSTITUTE LIMITED, a company incorporated under the

provisions of the Companies Act, 1956 bearing company identification number
L72200MH2001PLC322854, having its registered office at 401, 4th Floor, Man
Excellenza S. V. Road, Vile Parle (West), Mumbai - 400056 (hereinafter referred to as
“MHIL” or “Disclosing Party”, which expression shall, unless repugnant to the meaning
or context, mean and include its group companies, subsidiaries, associates, affiliates,
network hospitals, successors and assigns); and

2. Leena AI India Pvt. Ltd., a company registered under the Companies Act 2013,
with its registered office at Ground Floor, Plot No. 149, Block - E, Pocket - 4,
Sector - 7, Rohini, New Delhi, Delhi, 110085 with principal place of
business at 2nd Floor, 201-206, Welldone Tech Park, Sohna Road,
Sector-48, Gurugram, Haryana, 122018, (hereinafter referred to as “Leena AI”
or “Receiving Party”, which expression shall, unless repugnant to the meaning or
context, mean and include its group companies, subsidiaries, associates, affiliates,
successors and assigns) of the Second Part;

That MHIL/Disclosing Party and Leena AI/Receiving Party are hereafter referred individually as
‘Party’ and collectively as the ‘Parties’.

WHEREAS:

1. MHIL is engaged in the business of providing healthcare services, through owned or managed
healthcare facilities, either directly or through its subsidiaries.

2. Leena AI has represented to MHIL that it is engaged in providing technology-driven

platform that enables user a platform for purposes of HR Services Delivery and
wishes to provide these services to MHIL and has further represented to MHIL that it has the
necessary experience, exposure and manpower to deliver the same.

3. MHIL based on aforesaid representations wishes to appoint the Leena AI on non-exclusive

basis to Optimization & Automation of Service Calls (hereinafter referred to as “Purpose”).

4. MHIL/Disclosing Party will disclose certain confidential, non-public information,

unpublished price sensitive information on a regular basis (as more specifically defined hereinafter),
solely for carrying out the Purpose.

5. The Receiving Party understand and acknowledges the importance and gravity of preserving
the confidential nature of the Confidential Information to be disclosed by MHIL for the Purpose.

6. Each of the Parties requires that this Agreement be entered into to record the mutually agreed
terms and conditions in respect of MHIL’s disclosure of the Confidential Information.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED

HEREIN, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. The following expressions shall have the following meanings in this Agreement:
 a. “Confidential Information” means information of the MHIL/Disclosing Party
including but not limited to Unpublished Price Sensitive Information as defined under
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 1992
as amended thereto (hereinafter called as “Act”) or that it designates as being confidential
or which, under the circumstances surrounding disclosure, generally ought to be treated as
confidential. Confidential Information includes, without limitation, information provided
by the Disclosing Party (including its affiliates or subsidiary companies), its employees,
agents, representatives, advisors or consultants, whether disclosed or communicated
verbally, in writing or in any other tangible form (visual, documentary, magnetic,
graphic, digitised or electronic form, or by demonstration or observation), and whether
relating to the Disclosing Party's business, operations, processes, plans, projects,
financial models or formulas, models, algorithms, requirements, inventions, product or
service information, computer passwords, computer software designs, hardware
configurations, confidential training materials, policies, procedures, research projects,
store information, pricing, know-how, intellectual property, design rights, trade secrets,
software, systems, budgets, results, market opportunities, employees, customers
(including information relating to the money or other relevant particulars of the
accounts or account holders of the Disclosing Party) financial and business forecasts and
estimates, account valuation and information about costs, losses & profits and business
affairs. If Confidential Information is not in written form, including but not limited to
verbal statements, product demonstrations, know-how or technology, data, oral or visual
presentation, shall also be treated as Confidential Information for the purpose of this
Agreement.

However, Confidential Information shall not include information that the Receiving Party can
conclusively establish:

(i) is in public domain at the time of disclosure or subsequently enters the public domain
without the breach by the Receiving Party of any obligation owed to the Disclosing
Party;

(ii) was known to the Receiving Party prior to the Disclosing Party’s disclosure of such
information to the Receiving Party without any confidentiality obligations; or

(iii) is independently developed by the Receiving Party without reference to the Disclosing
Party's Confidential Information.

b. “Confidential Materials” means any software, documents and all tangible materials
containing Confidential Information, including without limitation electronic, written or
printed documents and computer disks or tapes, whether machine or user readable.

2. In consideration of the Disclosing Party’s agreeing to share Confidential Information and

Confidential Materials by the Disclosing Party in connection with the Purpose, the Receiving Party
hereby agrees and undertakes as follows :-

a. to treat the Confidential Information and Confidential Materials as strictly

confidential and not to disclose or reveal the Confidential Information and Confidential
Materials (or any portion thereof) to any person except :-

(i) its employees on a strict need-to-know basis for the Purpose, provided that in such case
the Receiving Party shall inform such persons of this Agreement and the confidential
nature of the Confidential Information and Confidential Materials, and shall procure that
such persons comply with the terms of this Agreement as if they were party hereto; or
 (ii) where the Receiving Party require the assistance of any third party other than its
employees, to whom disclosure of any Confidential Information or Confidential Materials
is necessary, the Receiving Party shall first obtain the prior written consent of the
Disclosing Party and thereafter shall inform such persons of this Agreement and the
confidential nature of the Confidential Information and/or Confidential Materials, and
shall procure that such persons comply with the terms of this Agreement as if they were
party hereto; or

(iii) if and to the extent disclosure is required in compliance with applicable law, or judicial or
other governmental order, provided that in such case the Receiving Party shall give the
Disclosing Party reasonable written notice prior to such disclosure to enable the
Disclosing Party to take such measures as the Disclosing Party deems necessary to limit
the disclosure of the Confidential Information and Confidential Materials and the
Receiving Party shall comply with any applicable protective order or equivalent
obtained;

b. to exercise in relation to the Confidential Information and Confidential Materials no

lesser security and control measures and degree of care than those which the Receiving
Party apply to its own confidential information (and which it warrants as providing
adequate protection against any unauthorized access, erasure, disclosure, processing,
transfer, copying or use);

c. to keep all documents bearing or incorporating any Confidential Information and

Confidential Materials separate from all other documents, records, data and materials and
at its usual place of business;

d. not to use the Confidential Information and Confidential Materials for any purpose
other than the Purpose as mentioned in this Agreement;

e. not to reverse engineer, decompile or dissemble any software disclosed to the

Receiving Party, except pursuant to any statutory right that cannot be excluded by
contract;

f. to notify the Disclosing Party immediately upon discovery of any unauthorized use or
disclosure of Confidential Information or Confidential Materials, or any other breach of
this Agreement by the Receiving Party, and to cooperate with the Disclosing Party in
every way to help the Disclosing Party regain possession of the Confidential Information
or Confidential Materials and prevent its further unauthorized use or disclosure; and

g. to return within 30 days all originals, copies, reproductions and summaries of

Confidential Information and Confidential Materials in possession, custody or control of
the Receiving Party at the request of the Disclosing Party or on expiry or termination of
this Agreement, whichever is earlier, or otherwise destroy all such Confidential
Information and Confidential Materials on receipt of written notification from the
Disclosing Party and certify destruction of the same.

3. The Receiving Party further agrees and acknowledges that:-

a. it may receive Confidential Information, including “Unpublished Price Sensitive

Information” as pre Act from Disclosing Party. Any disclosure, communication, or
misuse of Unpublished Price Sensitive Information by it or its employees, staff, partners,
associates, affiliates who are deemed to be “Connected Persons” and “Insider” as per Act
and would have very serious implications for the Disclosing Party and/or its employee
and directors including possible criminal prosecution and possible civil actions under the
Act;
 b. it shall be, in all circumstances, fully accountable and responsible for any breach of
this Agreement by any of its staff, employee, agents or representatives, or any other
person or entity with whom such Confidential Information is disclosed;

c. monetary damages would not be only sufficient remedy for a breach of this
Agreement and that the Disclosing Party shall be entitled to monetary or injunctive or
equitable relief as may be deemed proper by a court of competent jurisdiction for any
actual or threatened breach of this Agreement;

d. all Confidential Information and Confidential Materials are and shall remain the
Disclosing Party's property and that, by disclosing Confidential information and
Confidential Materials to the Receiving Party, the Disclosing Party does not grant any
express or implied right to the Receiving Party to or under any of the Disclosing Party's
patents, copyrights, trademarks, designs or other intellectual property or other rights;

e. the Disclosing Party accepts no responsibility for and make no representation or

warranty, express or implied, with respect to the truth, accuracy, completeness or
reasonableness of the Confidential Information and/or Confidential Materials. The
Disclosing Party shall not be liable to the Receiving Party or any other person in respect
of the Confidential information and/or Confidential Materials or their use;

f. the Confidential Information and Confidential Materials may contain confidentiality

clauses. If such documents are made available to the Receiving Party, the Receiving Party
undertakes that it will thereafter not do any act which would result in the Disclosing Party
being in breach of such confidentiality clauses (other than the use of such information for
the Purpose referred to in this Agreement and the disclosure of it to other permitted
persons in accordance with this Agreement);

g. the Disclosing Party's failure to exercise or delay in exercising a right or remedy

provided by this Agreement or by law does not constitute a waiver of such right or
remedy or a waiver of other rights or remedies. No single or partial exercise of a right or
remedy provided by this Agreement or by law prevents further exercise by the Disclosing
Party of such right or remedy or the exercise of any other right or remedy. No waiver by
the Disclosing Party shall be effective unless made in writing and signed by the
authorized signatory of the Disclosing Party; and

h. the Receiving Party shall not make any public statements or announcements in
connection with this Agreement, unless the prior written approval of the Disclosing Party
is obtained.

4. The Receiving Party shall indemnify the Disclosing Party and keep the Disclosing Party fully
and effectively indemnified against each and every claim, loss, liability and cost (including, but not
limited to, legal costs) which the Disclosing Party incurs as a result of any breach of the provisions of
this Agreement by the Receiving Party, its affiliates, employees, agents or consultants or any other
third party to whom the Receiving Party have disclosed any Confidential Information and/or
Confidential Materials.

5. This Agreement shall be valid from the date of its execution unless either Party terminates
this Agreement earlier by serving written notice of atleast thirty (30) days to the other Party.

6. Notwithstanding the termination of this Agreement, all the rights and obligations of the
Parties under this Agreement shall survive the termination of this Agreement and shall be deemed to
remain in full force and effect in perpetuity.
7. This Agreement and all matters arising out of or in relation thereto shall be governed by, and
construed in accordance with the laws of India. The Receiving Party hereby agrees to submit to the
exclusive jurisdiction of the courts in New Delhi, India.

8. If any terms or provisions of this Agreement are held to be unenforceable, invalid or illegal by
any court or government regulatory body of any competent jurisdiction, as the case may be, the
remainder of this Agreement shall not be affected or impaired thereby and the Parties shall negotiate
in good faith to replace the offending provision by another enforceable, valid and legal provision that
has the same or as similar economic effect on the transaction hereby contemplated as the original
provision.

9. This Agreement contains the entire agreement between the Parties with respect to the matters
contemplated hereby and supersedes any prior agreements, written or oral, with respect thereto. This
Agreement cannot be amended except in writing signed by both the Parties.

10. The Receiving Party shall not assign any of its rights or benefits of all or part of this
Agreement, or transfer, delegate, or sub-contract any of its liabilities, duties or obligations.

11. At MHIL’s request, Receiving Party undertakes to effect all actions and execute all
documents that are necessary or in MHIL’s view desirable to give prompt effect to the provisions of
this Agreement.

12. In entering into this Agreement and performing its obligations hereunder, each Party shall act
as an independent contractor. Nothing in this Agreement shall create any relationship of agent and
principal, partnership, or employer and employee between the Parties or between one of the Parties
and the other Party’s staff, personnel, agents, employees or subcontractors. Nothing in this Agreement
gives the Receiving Party any right or authority to act or make representations or commitments on
behalf of MHIL or to create any contractual liability to a third party on behalf of MHIL.

13. Any notice to be given to either Party must be in writing and (a) delivered personally, (b) sent
by e-mail, or (c) or sent by registered mail with acknowledgement due, postage prepaid, to the address
and/or contact details provided below. All notices and other communications required or permitted
under this Confidential Agreement that are addressed as provided in this Clause shall, if (i) delivered
personally, be deemed given upon delivery; (ii) delivered by e-mail, be deemed given when
electronically confirmed or if no confirmation is received, then one (1) day after date of sending such
email notice; and (iii) sent by registered or certified mail, be deemed given when received as per
acknowledgment receipt.

The Parties may, by written notice, from time to time, provide different contact details which may
include a different address, fax number or email address and after receipt of such written notice,
any notices required to be served on the notifying Party should be sent to that address or email.

In the case of notices to MHIL:

Address: 2nd Floor, Capital Cyberscape, Sector 59,
Golf Course Extension Road, Gurugram – 122102
Attention Mr. Rakesh Kaushik
E Mail: [Link]@[Link]

In the case of notices to Leena AI India pvt. Ltd.:

Attention: Sarthak Sain
Address: : 2nd Floor, 201-206, Welldone Tech Park, Sohna Road, Sector-48,
Gurugram, Haryana, 122018
E mail:
14. This Agreement may be executed in counterparts, each of which when taken together shall
constitute one and the same instrument.

IN WITNESS WHEREOF EACH OF THE PARTIES HAS CAUSED THIS AGREEMENT TO

BE EXECUTED BY ITS DULY AUTHORIZED OFFICER AS OF THE DATE FIRST
WRITTEN ABOVE.

For Max Healthcare Institute Limited For Leena AI India Pvt.

Ltd

Through its authorised Signatory Through its authorised

Signatory
Name: Name:
Designation: Designation: