BRAINLY, INC.

- NONDISCLOSURE AGREEMENT

By signing below, Name - ……………………………. DOB - …………………………., Address -

…………………………………………………………….., and Citizenship – Indian (“Recipient”) certifies to Brainly, Inc.
(“Discloser”) that in relation to the agreement the Discloser entered into with agency full legal name -
Zuriets India Pvt. Ltd - agency address (25, Ashoka Park Ext. , East Punjabi Bagh, New Delhi | Pin code -
110026 |“Agency”) and the fact of the Recipient being the contractor of the Agency (such business
relationship, the “Relationship”), Recipient agrees to comply with all terms and conditions of this
Nondisclosure Agreement (“Agreement”) and to keep all Confidential Information (as defined below) that
Recipient obtains from the Agency, Discloser and/or from the Discloser’s subsidiaries or affiliates
confidential as follows:

1. Recipient acknowledges that it may become aware of certain oral, written, graphic, physical, or
machine-readable non-public information through disclosure by Discloser or by the Discloser’s subsidiary
or affiliate, observation or otherwise in the course of our discussions including, but not limited to,
information which relates to: technical data, trade secrets and know how, research, product or service
ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications,
processes, techniques, mask works, engineering designs and drawings, hardware configuration
information, agreements with third parties, lists of, or information relating to, employees and
consultants of Discloser (including, but not limited to, the names, contact information, jobs,
compensation, and expertise of such employees and consultants), lists of, or information relating to,
suppliers and customers, price lists, pricing methodologies, cost data, market share data, marketing
plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets
or other business information, the terms of any agreement and the discussions, negotiations and
proposals related to any agreement, and information acquired during any facilities tours (collectively,
“Confidential Information”). Notwithstanding the foregoing, information disclosed hereunder shall not
be considered “Confidential Information” as defined herein where Recipient can prove that such
information: (a) was in the public domain at the time it was disclosed or has entered the public domain
through no fault of Recipient; (b) was known to Recipient, without restriction, at the time of disclosure,
as demonstrated by files in existence at the time of disclosure; (c) becomes known to Recipient, without
restriction, from a source other than Discloser without breach of this Agreement by Recipient and
otherwise not in violation of Discloser’s rights; (d) is disclosed with the prior written approval of
Discloser; or (e) is disclosed pursuant to the order or requirement of a court, administrative agency, or
other governmental body; provided, however, that Recipient shall provide prompt notice of such court
order or requirement to Discloser to enable Discloser to seek a protective order or otherwise prevent or
restrict such disclosure and shall take reasonable steps to minimize the extent of any such required
disclosure.

2. Recipient agrees to hold in the strictest confidence any Confidential Information it obtains at any
time. Recipient will not use any Confidential Information other than in direct furtherance of the
Relationship. Recipient agrees not to disclose or permit disclosure of any Confidential Information to any
third parties, other than to any limited partner, general partner, or member of Recipient (or any partner,
representative or employee of any of the foregoing), or legal counsel, professional advisor or consultant,
accountants or representatives of Recipient, in each case who are required to have the information in
direct furtherance of the Relationship and who are bound by a duty of confidentiality in content
substantially similar to this Agreement. Recipient agrees to take all reasonable precautions to protect
the secrecy of and prevent disclosure or dissemination of the Confidential Information. Such measures
shall include, but not be limited to, the highest degree of care that Recipient utilizes to protect its own
confidential information of a similar nature, which shall be no less than reasonable care. This Agreement
does not grant any license to the Confidential Information or any intellectual property of Discloser.
Recipient will not photograph, copy or otherwise record any information (including Confidential
Information) to which Recipient may have access. Upon Discloser’s request, Recipient will destroy or
return to Discloser all Confidential Information in its possession or control. Further, Recipient shall not
export, directly or indirectly, any technical data acquired from Discloser pursuant to this Agreement or
any product utilizing any such data to any country for which the U.S. Government or any agency thereof
at the time of export requires an export license or other governmental approval without first obtaining
such license or approval.

3. This Agreement imposes no obligation on Discloser to provide Confidential Information, to

proceed with the Relationship or any transaction in connection with which the Confidential Information
may be disclosed. Unless Discloser enters into a separate mutual non-disclosure agreement, Discloser
does not wish to receive any confidential information from Recipient, and Discloser assumes no
obligation, either express or implied, for any information disclosed by Recipient. Recipient acknowledges
that neither Discloser, nor any of its representatives, in the course of providing the Confidential
Information as contemplated hereunder, is making any representation or warranty (express or implied)
as to the accuracy or completeness of any such information, and Recipient assumes full responsibility for
all conclusions derived from such information. Recipient shall be entitled to, and shall, rely solely on
representations and warranties made in a definitive agreement, if any, relating to the Relationship.

4. Recipient’s obligations under this Agreement shall survive any termination or expiration of this
Agreement and remain in effect until such time as all Confidential Information of Discloser disclosed
hereunder becomes publicly known and made generally known through no action or fault or inaction of
Recipient. This Agreement is binding on Recipient and its parents, subsidiaries, affiliates, partners,
general partners, limited partners, members, managing members, heirs, executors, administrators,
successors and assigns, and inures to the benefit of Discloser, its successors and assigns. Discloser may
assign any of its rights and obligations under this Agreement. Recipient may not assign, whether
voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the
prior written consent of Discloser.

5. Except and to the extent Recipient and Discloser have previously entered into any prior
agreements providing for the non-disclosure or confidentiality of Confidential Information, each of which
shall continue to remain in full force and effect and the obligations of which shall be in addition to those
contained herein, this Agreement constitutes the entire agreement between Discloser and Recipient
pertaining to the subject matter hereof and supersedes all earlier representations and understandings,
whether oral or written.

6. Recipient shall not, without the prior consent of Discloser, disclose to any other person the fact
that Confidential Information of Discloser has been and/or may be disclosed under this Agreement, that
discussions or negotiations are taking place between the parties, or any of the terms, conditions, status
or other facts with respect thereto, except as required by law and then only with prior notice as soon as
possible to enable Discloser to seek a protective order or otherwise prevent or restrict such disclosure.

7. This Agreement shall be governed, construed and interpreted in accordance with the laws of the
State of New York, without giving effect to principles of conflicts of law. Notwithstanding anything to the
contrary, Recipient acknowledges that any breach of this Agreement may cause irreparable harm for
which monetary damages are an insufficient remedy and therefore that upon any breach of this

2
Agreement (actual or threatened), Discloser shall be entitled to appropriate equitable relief without the
posting of a bond in addition to whatever remedies it might have at law.

8. No modification of or amendment to this Agreement, nor any waiver of any rights under this
Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or
failure to require performance of any provision of this Agreement shall constitute a waiver of that
provision as to that or any other instance.

The parties have executed this Agreement as of the date set forth below.

RECIPIENT:

By:

Name:

Address:

Date:

ACKNOWLEDGED & AGREED:

DISCLOSER:

BRAINLY, INC.

By:

Name:

Title:

Date:

Address:
500 Driggs Ave, apt 604,
New York
11211 United
States
 INFORMATION ON PROCESSING OF PERSONAL
DATA

We hereby inform you that we process your personal data. Details about this process can be
found below.

1. Data controller
We, Brainly Spółka z ograniczoną odpowiedzialnością (limited liability company) with its
registered office in Kraków, at ul. Krowoderskiej 63B/6, 31-158 Kraków, entered into the register
of entrepreneurs of the National Court Register kept by the District Court for Kraków –
Śródmieście in Kraków, XI Commercial Division of the National Court Register, under the KRS
number: 354511, having a REGON number: 142128951 and NIP number: 7010215208
(„Brainly”), are the controller of your personal data. In all matters related to your personal data
you can contact us through e-mail kontakt@brainly.pl or in writing to the address of our office
indicated above.

2. The scope and purpose of processing

We process your personal data, such as: name, surname, date of birth, citizenship, address and
e-mail address:
a. in order to benefit from the Non-disclosure Agreement (“NDA”) you concluded with Brainly Inc.
and which Brainly is the beneficiary of, as a subsidiary of Brainly Inc; for archival (evidence)
purposes, to secure information in case of a legal necessity to use it, which is our legitimate
interest (Article 6 (1f) of GDPR1);
b. in order to comply with Brainly’s legal obligations, arising from Article 74 Section 2 of the
Accounting Act of 29 September 1994 (Journal of Laws of 1994 no. 121, position 591, as
amended) and tax laws, relating to storing of accounting documents (Article 6 (1c) of GDPR) and
fulfilling tax obligations.

3. Recipients
Your personal data may be transferred to the following recipients:
a. subcontractors, who are entities whose services we use when processing your personal data,
such as: entities providing accountancy, payroll, postal, legal and IT services;
b. entities associated with Brainly, i.e. our shareholders.

4. Transfer of personal data to third countries or international organizations

Your personal data may be transferred outside of the European Union or the European Economic
Area, by way of standard data protection clauses2 (Article 46 (2c) of GDPR).

5. Period for which the personal data will be stored

We process your personal data until you object to their processing, withdraw your consent or if
we determine ourselves that they have become obsolete or our legitimate interest in their

1
Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to
the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
2
Commission Decision (2010/87/EU) of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors
established in third countries under Directive 95/46/EC of the European Parliament and of the Council.
 processing has been exhausted. In any case, your personal data will not be processed for longer
than the period required by statutory law for the storage of accounting documents.

6. Your rights:
You have the right to:
a. access your personal data and to request a copy of them;
b. rectify your personal data (right to have incomplete or inaccurate data completed);
c. erasure of personal data: If you feel that there is no reason to process your personal data, you
can request that we remove it.
d. restriction of processing: You can request that we limit the processing of your personal data,
only to store them or to perform actions agreed upon with you, if in your opinion we have
incorrect data about you or we process them unlawfully; or if you do not want us to remove
them because you need to establish, investigate or defend claims; or for the time you objected
to the processing of data;
e. object to processing of personal data: You have the right to object to the processing of your
personal data based on our legitimate interest. Explain to us your particular situation, which in
your opinion justifies the cessation of processing. We will cease processing your personal data
for these purposes, unless we demonstrate that the basis for processing of your data is
overriding your rights or that your data is necessary to us to determine, assert or defend claims;
f. data portability: You have the right to receive the personal data, which you provided based on
you consent, in a structured, commonly used and machine-readable format. You also have the
right to request a transmit of such data to another controller.
g. lodge a complaint with a supervisory authority: If you feel that we are processing your personal
data unlawfully, you can lodge a complaint to the President of Data Protection Office, with its
seat in Warsaw, at Stawki 2, 00-190 Warsaw, Poland.
h. withdrawal of consent: At any time, you have the right to withdraw your consent for processing
of your personal data. The withdrawal of consent shall not affect the lawfulness of processing
based on consent before its withdrawal.

7. Voluntary data provision

Providing personal data related to the NDA is voluntary - if you do not provide us with your
details, it will not be possible to conclude the NDA between you and Brainly Inc.

confirm by my signature that I have read and understood the above information on processing of my
personal data.

By:

Name:

Date: