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NON-DISCLOSURE AGREEMENT

World V firm adheres to strict Non-Disclosure policies and the firm, its Partners and all employees abide by the same. In return World V accepts the , their Directors, Employees, Partners, Agents & Service Providers to also abide by the same. The Policy is as under:

This CONFIDENTIAL DISCLOSURE AGREEMENT (“Agreement”) is made and entered into effective on 26 Oct 2021 by and between

World Five VC Advisors LLP, a firm incorporated under the LLP Act2008 of India and having its registered office at 1101 Tolstoy House, Tolstoy Marg, New Delhi 110 001, Republic of India hereinafter referred to as “World V” or the “Receiving Party”, a terms that shall include their affiliates, associates, directors, partners, employees, staff and Regulatory/Govt body(s)

AND

having an office , here in after referred to as the “Disclosing Party” a term that shall includeit’s affiliates, associates, directors, partners, employees, staff and Successors.

Each such party is referred to herein as a “Disclosing Party” and / or “Receiving Party” respectively and collectively as the “Parties”.

World V and Disclosing Party wish to discuss and evaluate mutual business opportunities (the “Proposed Transaction”).  In the course of conducting such discussions and evaluation, the Disclosing Party is expected to disclose Confidential Information (as defined below) to the Receiving Party.  It is hereby agreed that the documentation and content of such disclosures are proprietary and confidential to the Disclosing PartyWorld V and Disclosing Party agree that the disclosure of the Confidential Information shall be governed by this Agreement.

NOW, THEREFORE, for good and valuable consideration, the parties mutually agree as follows:

A] INFORMATION

  1. (i)   “Confidential Information” shall mean non-public information revealed by, or through a party of, the Disclosing Party, whether in writing, orally or by another means,  to the Receiving Party including, without limitation: (a) information expressly or implicitly marked or disclosed as confidential; (b) either the fact that discussions or negotiations are taking place between World V and Disclosing Party concerning the Proposed Transaction or any of the terms, conditions, or other facts with respect to the Proposed Transaction, including the status thereof; (c) all forms and types of financial, business, scientific, technical, economic, or engineering information including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing; (d) information traditionally recognized as proprietary trade secrets;  (e) Customer Information as defined in subparagraph (ii) below; and (f) all copies of any of the foregoing, as well as all memoranda, notes, summaries, analyses, computer records, and other materials which contain or reflect information comprising any part of the Confidential Information.

(ii)  “Customer Information” shall mean information, in any form, provided to the Receiving Party by or through the Disclosing Party that identifies a current, former or prospective customer, associates or affiliates of the Disclosing Party as well as companies the Disclosing Party has invested in or plans to invest in.

  1. Confidential Information shall not include information that the Receiving Party can show: (a) was lawfully in the Receiving Party’s possession prior to the date of the disclosure by the Disclosing Party; (b) was obtained by the Receiving Party after the date of this Agreement from a party other than the Disclosing Party, said party not being known to the Receiving Party to be under any obligation of confidentiality to the Disclosing Party with respect to such information; (c) became generally available to the trade, or to the public, based on existing records or which becomes generally available to the trade or to the public through sources other than the Receiving Party; or (d) was developed at any time by the Receiving Party independent of Confidential Information disclosed by the Disclosing Party to the Receiving Party.

B] DESEMMINATION

  1. (i)   The Receiving Party shall not disclose, duplicate, transmit, display on Social Media sites whether active or dormant, display on Website(s), display in On-line and/or Offline news media or otherwise disseminate, in any manner whatsoever, Confidential Information provided to the Receiving Party by the Disclosing Party, or learned by the Receiving Party by reason of this Agreement, to any person other than the Receiving Party’s respective directors, partners, officers, employees, consultants or agents who are actively and directly participating in its evaluation of the Proposed Transaction or who otherwise need to know the Confidential Information for the purpose of evaluating the Proposed Transaction (“Representatives”) and such Representatives shall have been informed of the confidential nature of the Confidential Information and the Receiving Party shall direct those persons to observe the terms of this Agreement.  Except as expressly permitted hereby, neither party shall disclose to any person, other than to its Representatives, without the prior written consent of the other party, any information about the Proposed Transaction or the terms or conditions or any other facts relating thereto, or the fact that Confidential Information has been made available to the Receiving Party.  The Receiving Party shall be responsible for any breach of the terms of this Agreement by it.  Additionally, the Receiving Party will take reasonable precautions in accordance with procedures it follows with respect to its own important confidential information to prevent damage to or misappropriation or disclosure, directly or indirectly, of all or any portion of the Confidential Information.

(ii)   Notwithstanding anything in this Agreement to the contrary, the Receiving Party shall comply with all privacy and data protection laws, rules and regulations that are applicable to it. 

  1. The disclosure of the Confidential Information hereunder is solely for the purpose set forth in the second introductory paragraph above and thereafter possibly conducting negotiations with respect thereto. The Receiving Party shall not use the Confidential Information of the Disclosing Party: (a) for its own benefit; (b) for the benefit of any third party; (c) to the Disclosing Party’s detriment; or (d) for relaying information under stipulations of Clause 2(i) above.
  1. Disclosure of World V’s Partners or Officers confidential information, including but not limited to investment strategy, expenses, capital contribution, equity stake, and related activities to this fund, without prior approval of Committee of Partners of World V, by any Partners, Directors, employees, other staff and vendors of the Disclosing Partyis strictly prohibited.

Agreement of confidentiality is in regardsto the Partnersor Officers of World V and any of its affiliated and associated entities (consulting firms, vendors, institutions, and other related corporations) in which they hold equity or interest through their contributions. Utmost care needs to be taken by all to protect confidentiality of all Partners and employees, consultants, part time associates, vendors, affiliated companies, associated companies and companies receiving capital from World V with no exception. Receiving Party’s Partner Biography is strictly prohibited from displaying on Disclosing Party’s or its associate’s or its affiliate’s websites, prohibited from posting on external public or private websites, prohibited from posting on any electronic media and prohibited from posting on any other social media sites.

  1. Receiving Party shall promptly notify the Disclosing Party of any unauthorized use or disclosure of confidential information of the Disclosing Party.

C] DATA INTEGRITY

  1. The Receiving Party acknowledges that the Disclosing Party has not made any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information and agrees that it must make its own assessment and satisfy itself as to the accuracy and completeness of such Confidential Information. Further, the Disclosing Party shall not be liable for any consequence arising out of any unauthorized disclosure of anyConfidential Information by the Receiving Party to any third party.

D] DIS-CLOSURE CRITERION

  1. In the event that the Receiving Party is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, furnished by the Disclosing Party, it is agreed that the Receiving Party will, to the extent permitted by law, reasonably cooperate with the Disclosing Party and provide the Disclosing Party with prompt notice of such request(s) or requirement(s) so that the Disclosing Party may, at its sole cost, seek an appropriate protective order or waive compliance by the Receiving Party with the provisions of this Agreement.  If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless, in the opinion of the Receiving Party’s counsel, legally required to disclose such Confidential Information provided by the Disclosing Party, the Receiving Party may disclose such information without liability hereunder, provided, however, that the Receiving Party shall disclose only that portion of such Confidential Information which it is legally required to be disclosed.

E] OWNERSHIP OF INFORMATION / DATA

  1. All Confidential Information delivered pursuant to this Agreement shall be and remain the  property of the Disclosing Party, and any documents containing or reflecting the Confidential Information, and all copies thereof, shall be promptly returned to the Disclosing Party upon written request, or  destroyed at the Disclosing Party’s option. Nothing here in shall be construedasg ranting or conferring any rights by license or otherwise, express or implied, regarding any idea made, conceived or acquired  priorto or after the Effective Date, norasg ranting any right with respect to the use or marketing of any  product or service. The Parties shall use the Confidential Information only for the Business Relationship. The obligations of the Parties under this Agreement shall continue and survive the completion or  a band on ment of the Business Relationship and shall remain binding for a period of two(2) years from the date of completion of the transaction or discontinuance of the Business Relationship between the parties to this Agreement.

F] PROPOSED TRANSACTION

  1. Each party agrees that unless and until a definitive agreement between them with respect to the Proposed Transaction has been executed and delivered, neither party will be under any legal obligation of any kind with respect to such Proposed Transaction, except for the matters specifically agreed to in this Agreement, and each party reserves the right to terminate discussions regarding the Proposed Transaction at any time.  All expenses, costs, liabilities, obligations or losses incurred by either party pursuant to this Agreement and the discussions and related effort regarding the Proposed Transaction shall be borne by the party incurring such charges.
  1. Nothing contained in this Agreement or in any discussion or disclosures made pursuant hereto shall: (a) be deemed a commitment to engage in any business relationship, contract or future dealing with the other party; (b) be deemed a license or create any other rights in either party to the Confidential Information of the other party; (c) limit or restrict either party’s right to conduct their business; or (d) limit either party’s right to conduct similar discussions or perform similar work to that undertaken pursuant hereto, so long as said discussion or work does not violate this Agreement.

G] LIABILITIES& LIMITS THEREOFF

  1. The Receiving Partyacknowledges that the unauthorized disclosure of the Confidential Information may cause irreparable injury to the Disclosing Party and that, in the event of a violation of any of the Receiving Party’s obligations hereunder, the Disclosing Party could have no adequate remedy at law and shall therefore be entitled to seek enforcement each such obligation by appropriate temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction, posting any bond or other security, and without prejudice to any other rights and remedies which may be available at law, in equity, or otherwise.
  1. No delay or omission by either party hereto to exercise any right or power occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof.  A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other party shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained.  Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.

H] TERM OF AGREEMENT

  1. The obligations and restrictions under this Agreement shall terminate after two (2) year, which can be extended further by another one year, on mutual agreement, from the date thereof as stipulated in Clause #9, of this Agreement, above.

I] ASSIGNING & RIGHTS OF ASSIGNMENT

  1. Neither this Agreement nor any rights or obligations under this Agreement may be assigned by either party hereto without the prior written consent of the other party.  This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns.
  1. This Agreement may be signed in counterparts, each of which shall be deemed an original and both of which taken together shall constitute one and the same instrument.

J] APPLICABILITY OF LAW

  1. If any term or provision of this Agreement is declared invalid by a court of competent jurisdiction, the remaining terms and provisions of this Agreement shall remain unimpaired and in full force and effect.
  1. 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.
  1. This Agreement shall be construed, and the legal relations between the parties determined, in accordance with the laws of the State of New Delhi, without regard to its conflict of laws rules.  Any action brought in connection with this Agreement shall be brought in the courts located in the State of New Delhi, and the parties hereby irrevocably consent to the jurisdiction of the court of the state of New Delhi. Each party waives any objection to the laying of venue in any such court, and further waives, and agrees not to plead or claim in any such court that it is an inconvenient forum for any such action, suit, or proceeding arising out of or in connection with this Agreement. Each party waives any right to a trial by jury of any dispute arising under this Agreement.
  1. Notwithstanding anything stated in Clause #16 above, the Parties hereby mutually agree that any agreement/undertaking/documents/arrangement (“Final Definitive Agreements”) entered into between the Parties after the date of this Agreement shall be governed by Indian Laws and the courts and tribunals of State of Delhi shall have exclusive jurisdiction to settle any disputes arising out of or in connection with any future Agreements. The Parties furthermore agree that a judgment in connection with such proceedings brought in such courts and tribunals of State of Delhi shall be conclusive and binding upon both the Parties.

K] TERMINATION

  1. In the event that the Disclosing Party requests, or upon termination of this Agreement, the Receiving Party shall, upon the Disclosing Party’s written request, promptly return to the Disclosing Party, destroy or render unusable, and discontinue the use of, all and any tangible material embodying any Confidential Information provided and is still in the Receiving Party’s possession. All notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom, and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data, word processing, or other types of files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of
  1. the completion or termination of the dealings between the parties contemplated hereunder;
  2. the termination of this Agreement; or
  3. at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its reasonable document retention policies.  Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction).
  1. The parties, to this Agreement agree without let or hinderance, that in the event the Business Transaction, stipulated in this Agreement, between the parties to this Agreement results in successful closure of the said Transaction resulting in a fresh operational agreement between the parties to this Agreement then this Agreement shall be construed to be in continuance and the parties of this Agreement shall continue to be bound by the terms of this Agreement as well.

In the unlikely event of any particular clause or element, of this Agreement, contradicts the new agreement, agreed and signed by the Parties to this Agreement, then the interpretations of the said new agreement shall be construed as applicable. However, such an eventuality shall be limited to the specific clause / element of this Agreement only. The parties agree and accept that all other terms, stipulated and agreed upon in this Agreement, shall continue to bind the Parties as so stipulated per this Agreement thereafter as per usual.

L] AMENDMENTS

  1. This Agreement may not be amended, modified or waived in any manner, except in writing signed by the Parties hereto.  This Agreement embodies the entire understanding between the Parties pertaining to the subject matter hereof.  There are no prior representations, warranties, or agreements between the Parties relating hereto.

M] WARRANTIES

  1. NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER.  The Parties acknowledge that although they shall each endeavour to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the Parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by the Disclosing Party.  Further, neither of theParties is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose.  The Disclosing Party shall have no liability to the Receiving Party (or any other person or entity) resulting from the use of the Disclosing Party's Confidential Information or any reliance on the accuracy or completeness thereof.

N] NOTICES

  1. All notices required to be given under this Agreement shall be in writing to the addresses set forth below.  Notices shall be sent by registered or certified mail return receipt request and shall be considered delivered and effective three (3) days after its receipt.

                                                               

If to World V, addressed to:

Attn: Rajiv Semwal

World Five VC Advisors LLP

1101 Tolstoy House

Tolstoy Marg

New Delhi 110 001

Republic of India

If to Disclosing Party, addressed to:

Attn.:

Name of Company:

Address:

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives who represent they have the authority to bind the respective party to this Agreement.