NON-DISCLOSURE AND NON-COMPETE AGREEMENT

THIS AGREEMENT is made and entered into at Ahmedabad on this 01st June 2022 by and between:

“Elsner Technologies Pvt Ltd.”, a company incorporated under the Companies Act, 1956 and having a place
of business, among others, at 3rd floor, 305-306, Iscon Center, Shivranjani Cross Road, Satellite,
Ahmedabad 380015 INDIA (hereinafter referred to as the ‘Company’ which expression includes the
placement or employment within any of its present or future group Company / companies etc. and shall include,
unless contrary to the context, its legal heirs, assignees and successors) of the first part having company’s PAN
card number as AACCE2232P, Mr. Harshal Shah (Founder and Director of stated Company) or authorized HR
personnel will be signing this agreement in respective capacity of an office bearer.

AND

Mr. Ketul Trivedi Son of Mr. Vishalkumar Trivedi aged about 22 years, permanently residing at 7, Yashoda,
Gokuldham Flat, Malgodown Road, Opp. Kishan Dabeli, Mehsana-384002 having his / her PAN card
number as CCMPV2993M hereinafter referred to as the ‘Employee’ or ‘Second Part/y’ which expression shall
include, unless contrary to the context, his / her legal heirs, assignees and successors) of the second part.

Hereinafter, referred to individually as a “Party” and collectively as the “Parties”; This agreement is binding and
legally enforceable upon both the parties in respective capacities, their legal heirs, their assignees, authorized
signatories but not limited to these mentioned.

WHEREAS:
a. The company is engaged in the business of Software Development / Website Design & training IT
professionals and other activities related to Information Technology services and IT Enabled Services.

b. The Employee has been employed in/with the company and has been providing the services to the
company since 01st June 2022

c. In view of his/her employment with the Company or otherwise, certain information related to the
business of the company and its client is / would be disclosed to or has directly or indirectly come/
may come within the knowledge of the Employee.

NOW, in consideration of (a) initial employment of the Employee; (b) career advancement of the Employee by
way of pay out raise and/or incentives from time to time; and (c) continued employment of the Employee, each
of which is hereby agreed and accepted by the Employee as due, good and sufficient consideration, the parties
hereto agree as under:

1. Definitions & Scope: As used herein, the following expressions shall have, unless the context otherwise
requires, the following meanings:

i. “Business” shall mean such activities of commercial nature as may be carried out by the
Company from time to time and includes but is not limited to, Information Technology &
related services.

ii. “Confidential Information” shall mean and include but not limited to the following, in
written, digital, oral or any other form:

a. Technical information concerning Company's products and services, including product know-how,
formulas, designs, devices, diagrams, software code, test results, processes, inventions, research
projects and product development, technical memoranda, and correspondence.
b. Information concerning Company's business, including cost information, profits, sales information,
accounting and unpublished financial information, business plans, markets and marketing methods,
customer lists and customer information, purchasing techniques, supplier lists and supplier
information and advertising strategies.
c. Information concerning Company's Employees, including salaries, strengths, weaknesses and skills.
d. Information submitted by Company's customers, suppliers, Employees, Employees or co-venture
partners with Company for study, evaluation or use; and
e. Any other information not generally known to the public which, if misused or disclosed, could
reasonably be expected to adversely affect Company's business.
f. Any information, know-how, data, process, technique, program, lists, design, drawing, formula, test
work in process, engineering, manufacturing, marketing, financial or personnel matter, or sales,
suppliers, customers, employees, investors or business operations, or plans, whether in oral written,
graphic, magnetic, electronic, or other work undertaken/exchanged between the parties, or
g. Any communication, whether in oral, written, graphic, magnetic, electronic, or other form, that is either
 conspicuously marked "confidential" or "proprietary" is known or reasonably should be known by the
other party to be confidential or proprietary, or is of a confidential or proprietary nature, and that is
made in the course of discussions, studies, or other work undertaken between the parties.
h. The identities of companies, consultants and other service providers used by Target Company, both
foreign and domestic, in connection with business, supplier lists, supplier information, computer
databases containing customer, product and vendor information, designs, drawings, specifications,
techniques, models, documentation, diagrams, flow charts, research and development processes and
procedures, "know-how" or new technology information, financial, marketing and sales information
and projections, pathology service pricing, profitability, marketing techniques and materials,
marketing timetables, strategies and development plans, trade names and trademarks not yet
disclosed to the public, and personnel information, and
i. Any communication, whether in oral, written, graphic, magnetic, electronic, or other form, that is either
conspicuously marked “confidential” or “proprietary” or is of a confidential or proprietary nature, and
that is made in the course of discussions, studies, or other work undertaken between the parties.
j. Information/Details relating to prospective investors/buyers etc.

Anything contrary to the above notwithstanding, “Confidential Information” shall not include
“Exclusions/Non-Protected Information” as defined below: For purposes of this Agreement,

Disclosing Party shall mean either party executing this Agreement who provides information to the other and
“Non-Protected Information” shall mean the following:

i. Information which at the time of disclosure is in the public domain; however, no disclosure of
Confidential Information shall be construed to be a public disclosure for any purpose
whatsoever.

ii. Information which after the time of disclosure becomes part of the public domain through no
fault of the Receiving Party, but only after and to the extent that such information is published.

iii. Any information which is disclosed to the Receiving Party by a third party having legitimate
possession thereof and the unrestricted right to make such disclosure.

iv. Any information that Receiving Party can demonstrate by means of presently existing prior
written records to have been within Receiving Party’s legitimate possession prior to the
disclosure of the confidential information to Receiving Party by closing Party. Confidential
information, which is specified as to techniques, methods, or the like the shall not be deemed
to be in the public domain merely because such information is embraced by more general
disclosures in the public domain, and any combination of features shall not be deemed within
the foregoing exceptions merely because individual features are in the public domain if the
combination itself and its principles of operation are not in the public domain.
k. The term “disclose” means directly or indirectly to disclose, disseminate, divulge, furnish, make
available to, publish, report, reveal, reverse-engineer, show or transfer by any mode of communication
(includes email, phone calls, SMS, What’s App, Client Chats, Skype Etc.) and this clause holds true even
after the employee exits, resigns, or is terminated from the company.

In this Agreement the term “Confidential Information” shall mean the service and all information pertaining /
relating to the Company’s business, including, but not limited to, research, developments, product plans,
products, services, diagrams, formulae, processes, techniques, technology, material in any form Etc., Company
ware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks,
trade secrets, customers, suppliers, markets, marketing, finances disclosed by Company either directly or
indirectly in writing, orally or visually, to Employee. Confidentiality clause also covers all the IPR created or
developed by Employee prior to joining and while serving the Company and which he/she utilizes for
Company’s operations or services. Employee will have no legal right to claim back or stop the Company from
using such developed resources or system which has been implemented in the

Company by his / her knowledge. On even meaning, Employee may use many of his / her contacts, designs,
approaches, models, knowledge base, IPR, processes, service, material, delivery notes and formats etc during
the tenure of employment with the Company or these works developed by him / her prior to joining the
Company will be Company’s property / knowledge based IPR and to which Employee will not be able to
challenge the usage of such developed works by him / her anytime in future. By signing this agreement, he /
she provide the Company the full consent to use / modify / sell etc. the same in future without any requirement
of consent or any consideration to be paid for it. Employees need to abide by the scope of Confidential
Information as explained above and in no case divulge any thing to any party or else it may enable legal
proceedings against the Employee. However, confidential information does not include information which:

(i) is in or comes into the public domain without breach of this Agreement by the Employee,

(ii) is acquired by the Employee from a third party not under an obligation of confidentiality or non-use
to the Company.
2. Ownership of the Confidential Information: The Employee acknowledges and agrees that the
confidential information, its concept, the ideas employed with its form, and all ensuing series or derivations
based upon it, constitute valuable trade secrets and proprietary information and data of Company and its
clients shall always remain the sole and exclusive property of the Company and that Company has all rights,
title, and interest therein. Employee hereby agrees to assign Company all rights, titles and interests
generated in, to and by the service under the tenure of his / her employment with Company. All Services
and work thereof shall be the sole and exclusive property of the Company or the client of the Company and
Employee will not have any rights of any kind whatsoever in/by such service deliverable. This is a
continuation clause and holds true and binding even after Employee exits from the contract with Company.
He/ she will not be entitled to show any work executed by them as their personal work/achievement when
such work has been said and has been produced / generated / created / executed within the tenure of this
agreement being in force. On other hand, in case of proper approvals not being taken from Company’s
designated employer / Sr. Employee, the Employee needs to take ownership for all the services delivered
at his own risk and will have to indemnify the Company for the risks arising due to services delivered to
client without Company’s approval.

3. Non-disclosure of the Confidential Information: The Employee agrees and undertakes that, without
prior written consent of the Company, he / she shall not, during his/her employment and for a period of 2
years thereafter, disclose or divulge either directly or indirectly to any third party any confidential
Information that is disclosed to him/her by the Company or its client or otherwise observed or seen or
received by him/her during the course of his/her employment. Provided however, that Employee may
disclose any Confidential Information if compelled by a Court of Law or a Government Authority under
any specific law in force from time to time, in which case the Employee shall immediately inform the
Company in writing about such a disclosure giving full details of the confidential information disclosed,
the authority under whose instructions the information was disclosed, the law requiring such disclosure
and the party or parties to whom the confidential information was disclosed. Unless otherwise agreed to
in advance and in writing by the Company, Employee will not, except as required by law or court order,
use the Confidential Information for any purpose whatsoever other than the performance of the Services
or disclose the Confidential Information to any third party. Employee may disclose the Confidential
Information only to those of its employees / associate Employees of Company who need to know such
information under direction of the then deputed senior. In addition, prior to any disclosure of such
Confidential Information to any such employee or junior
Employee, such Employee shall be made aware of the confidential nature of the Confidential Information
and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and
conditions consistent with the terms and conditions of this Agreement. In any event, Employee shall be
responsible for any breach of the terms and conditions of this Agreement by any of its employees / junior
Employees. Employee shall use the same degree of care to avoid disclosure of the Confidential Information
as it employs with respect to its own Confidential Information of like importance, but not less than a
reasonable degree of care.

4. Prevention of disclosure of the Confidential Information: The Employee agrees and undertakes that
he/she shall use his/her best endeavors to prevent the publication or disclosure of any or all the
Confidential Information which the Employee may acquire while or incidental to his/her employment.

5. Comply with Company’s requests: The Employee shall, during the continuance of his/her employment
give to the Company all such explanations, information, data and assistance regarding the work or
research under the control of the Employee or in the custody of the Employee as may be required by the
Company from time to time even after the employment ceases.

6. New developments / intellectual property rights: If during his/her employment the Employee either
alone or jointly with any other person or persons makes or devises any invention, discovery, system,
process, design, program or method or improvises any existing system, process, design, program or
method or compiles any data relating to any invention, discovery, system, process, design, program or
method or project whether current or future, then in such event:

a. The Employee shall fully disclose to the Company such invention, discovery, system, process,
design, program or method or improvement or data and deliver to the Company all papers,
drawings, formulas, or specifications relating thereto which may be in his/her custody or
control or knowledge,

b. The Employee shall not have any personal right whatsoever into or in respect of the use of
such invention, discovery, system, process, design, program or method or improvement or
data etc.

c. The said invention, discovery, system, process, design, program or method or improvement
or data shall form a part of the Confidential Information and the Employee shall not without
 the prior written consent of the Company, disclose the same to any third party or use the
same in any manner whatsoever other than in relation to the Company’s business.

7. Obligation to return Confidential Information: All originals and copies of the Confidential Information
which shall be in the custody or control or knowledge of the Employee shall at all times be the property
of the Company and the Employee shall, immediately upon a request of the Company or on him/her
ceasing to be in employment of the Company on any ground whatsoever, return to the Company or its
authorized representative, all such originals and copies of the Confidential Information. Employee /
Recipient shall hold the following major obligation:

a. “Receipt” will hold the confidential information in complete confidence and not disclose the
confidential information to any other person or entity, or otherwise transfer, publish, reveal or permit
access to the confidential information without the express prior written consent of “Disclosing Party”.

b. “Recipient” will not copy, photography, modify, disassemble, reverse engineer, de-compile, or in any
other manner reproduce the confidential information without the express prior written consent of
“Disclosing Party”. If any confidential information is delivered to “Recipient” will return the
confidential information, together with any copies thereof, promptly after the purpose for which they
were furnished has been accomplished or upon the request of “Disclosing Party”. In addition, upon
request of “Disclosing Party” “Recipient” will destroy materials prepared by “Recipient” that contains
confidential Information.

c. “Recipient” shall use confidential information only for the purpose of and for no other purpose.
Without limiting the generality of the previous sentence, “Recipient” specifically agrees not to sell,
rent or otherwise disclose any of ‘Disclosing Party’s confidential information to any competitor of
“Disclosing party” nor will “Receipt” use the “Confidential information” to directly or indirectly
contact or contract with any of “Disclosing Party” (its affiliates.) “Recipient” shall promptly notify
“Disclosing Party” of any disclosing Party” of any disclosure of use of confidential information in
violation of this Agreement.

8. No rights to the Confidential Information or Intellectual Property: Unless expressly agreed by the
Company in writing, the Employee shall never be deemed to acquire or hold or own any license or
authority or right or title to a patent, copyright or any other intellectual property concerning or related
to any Confidential Information.

9. Restriction on competitive activities during employment: The Employee agrees and undertakes that
during the continuance of his/her employment with the Company the Employee shall not directly or
indirectly engage himself/herself or be concerned or interested in carrying on any business or activity
which is in competition with or similar to the Business of the Company including but not limited to
working with or starting an Internet Marketing/ Search Engine Optimization / Affiliate / Software
Development / Website Design & Development and other Information Technology services and IT
Enabled Services business.

10. Restriction on competitive activities after employment: The Employee agrees and undertakes that
for a period of 2 years after the Employee ceases to be in employment of the Company, the Employee
shall not:

a. Take up employment directly or indirectly with any of the company’s existing clients and or
prospective clients.
b. Offer to employ or endeavor to entice away from the Company any person who is employed /
employed with the Company.
c. Canvas or solicit or endeavor to solicit the business in competitions with the Business of the
Company from any person, Company or Company who is the customer or client of the Company
or with whom the Company is in the process of negotiating sales order or already is a client; At no
point of time, employee shall disclose his / her personal details (including phone and email) or
contact company’s clients’ directly or indirectly, holds true even after his employment ceases.
d. Interfere with or dissuade or discourage any person, Company or Company from dealing with the
Company.

Employee agrees that for a period of two (2) year after termination of this agreement, employee shall not:

i. Divert or attempt to divert from the Company any business of any kind in which it is engaged,
including, without limitation, the solicitation of or interference with any of its clients, suppliers,
trainees / interns, employees, associate Employees, or related parties, or
ii. Employ, solicit for employment, or recommend for employment any person employed/employed
by the Company, during the consultancy period and for a period of two (2) year thereafter.

11. Penalty & Compensation for beach: The Employee acknowledges and agrees that any breach by
him/her of any of the terms and conditions of this Agreement shall cause irreparable harm and damage
to the Company thereby permitting the Company to seek injunctive relief in addition to all other remedies
 available to it under the provisions of law. Without prejudice to the rights of the Company to claim
compensation for the loss or damage it may incur due to breach of any of the terms and conditions of this
agreement by the Employee, the Employee further agrees to pay to the Company, in case of each such
breach by him / her, a sum of Rs.5, 00,000/- (Rupees Five lacs only) as and by way of penalty within 7
days of written demand raised by the Company. An employee must note that there may arise various
provisions pertaining to IPC that may be invoked, and employee may have to face criminal proceedings
in case of breach to this agreement.

12. Indemnity: The Employee agrees to indemnify Company against all losses, damages, claims or expenses
incurred or suffered by the Company as a result of Employee's breach of this Agreement. All the legal
costs and financial loss faced by company due to breach of this agreement needs to be indemnified by
employee and in full within 7 days of written demand by company.

13. Obligation to return proprietary information: Upon cessation of the employment or mutual
termination of this Agreement or upon request by the Company at any time, the Employee shall return to
Company all Proprietary Information (including any copies or reproductions thereof) in his/her
possession or control or knowledge and shall cease using any of such Proprietary Information for any
purpose whatsoever.

Upon the Disclosing Party’s request, the Receiving Party will promptly return to the Disclosing Party all
copies of the Confidential Information in any form and/or will destroy all notes, abstracts and other
documents that contain Confidential Information, and will provide to the Disclosing Party a written
certification of an Officer of the Receiving Party that it has done so. This would also mean destroying and
deleting any information in Electronic Form.

The parties agree to promptly deliver to the Disclosing Party any documents reflecting Confidential
Information and any copies made thereof which the Receiving Party may have made, may have access to,
or may receive or possess during the period of its discussions and/or business relationship. Upon
termination of the discussions and/or business relationship between the parties, the Receiving Party of
Confidential Information shall promptly deliver to the Disclosing Party all Confidential Information in its
possession or under its control, upon written request by the Disclosing Party for its return. To the extent
that Confidential Information may be placed on personal computers or network servers, the Receiving
Party shall delete and expunge the Confidential Information from those personal computers and network
servers.

14. Partial or causal waiver: It is expressly agreed by and between the parties hereto that any indulgence
granted, or forbearance shown by the said Company in connection with any breach on the part of the
Employee of any of the provisions, conditions or stipulations herein contained shall not be deemed to
imply waiver by the Company of its rights hereunder and shall not preclude the Company from at any
time enforcing its rights under this Agreement against the Employee.

15. Arbitration: In case any dispute arises at any time between the parties hereto as to the construction,
meaning or effect of this Agreement or any clause or provision contained herein or their respective rights,
duties or liabilities hereunder the parties shall endeavor their best to resolve it by mutual discussions
and agreement. This agreement as entered upon in Ahmedabad, as the course of action and service
deliverables are in Ahmedabad, courts of Ahmedabad will have exclusive jurisdiction in case of any
dispute that arises. This clearly concludes with mutual consent of both the parties that there will be no
zero-complaint raised / acceptable at any other place except Ahmedabad and Employees agrees to this
after clearly understanding its legality. It is clearly mentioned here and agreed upon between both parties
that Company will not be bound to entertain any legal proceedings at any other courts except court of
Ahmedabad. By stating and agreeing upon this clause, there remains no ambiguity for the jurisdiction
when dispute arises.

Course / steps of actions to be binding on both the parties in case of dispute:

In case of any legal dispute, the course of action to be followed by both the parties is as follow:

 Try to solve the matter amicably by meeting, negotiating, and mitigating the dispute factor.
 In case there is no settlement, arbitrator appointment process needs to be started. Both the parties
will appoint one arbitrator from their respective side. The so forth appointed arbitrator should be
a known, respected person and who should not have been convicted at any time in past from legal
angle. These two appointed arbitrators will appoint one more neutral – chief arbitrator. The panel
of these three will discuss and find a solution (Solution will be the decision taken by the chief
arbitrator) which will be binding to both these parties.
 In case the decision taken by chief arbitrator is not accepted by any of the parties, they may go ahead
with further recourse as per law and should be under exclusive jurisdiction of Ahmedabad courts.

16. Amendments: No modification, alteration or amendment of this Agreement or any of its terms or
 provisions shall be valid or legally binding on the parties hereto unless made in writing duly signed by or
on behalf of both the parties hereto.

17. No Conveyance or License: Nothing in this Agreement shall be construed to convey to the Receiving Party
of Confidential Information any right, title or interest or copyright in any Confidential Information, or any
License to use, sell, exploit, copy or further develop any such Confidential Information. This Agreement
does not in any way bind the parties to enter into a business relationship of any nature.

18. NO WARRANTY: Disclosing Party does not represent that the Confidential Information to be all-inclusive
or to contain all the essential information that the Receiving Party might require or desire for further or
other transactions between the parties. Disclosing Party has made and makes no other representation or
warranty as to the accuracy or completeness of the Confidential Information.

19. CONFLICTING OBLIGATIONS: The Disclosing Parties certify that they have no outstanding agreement or
obligation that is in conflict with any of the provisions of this Agreement, or that would preclude from
complying with the provisions here of, and further certifies that each of the Disclosing Parties will not enter
into any such conflicting Agreement during the term of this Agreement.

20. NON-CIRCUMVENTION: The "parties" intending to be legally bound, hereby irrevocably agree, and
guarantee each other they shall not, directly or indirectly interfere with, circumvent or attempt to
circumvent, avoid, by-pass, or obviate each other's interest, or the interest or relationship between the
"parties" with producers, sellers, buyers, brokers, dealers, distributors, financial institutions, technology
owners, or manufacturers, to change, increase, or avoid directly or indirectly payment of established or to
be established fees, commissions, or continuance of pre-established relationship or intervene in a non-
contracted relationship with manufacturers or technology owners with intermediaries, entrepreneurs,
legal counsel, or initiate buy/sell relationships, or transactional relationships that by-pass one of the
"parties" with any corporation, producer, technology owner, partnership, financial institution, company or
individual revealed or introduced by one of the "parties' to one another in connection with the
"transaction" or "project" being or in relation to aforesaid relationship between the parties.

During the term of this Agreement and for twenty-four (24) months after termination/cessation of this
Agreement, the Receiving Party and its officers and directors, separately and individually, will not make
any effort to circumvent the terms of this Agreement in an attempt to gain the benefits or considerations
granted to it under the Agreement by taking any actions to indirectly gain the benefits of the Confidential
Information, including but not limited to (a) contracting directly with any client of the other party which
Disclosing Party has identified as having access to the Confidential Information, or (b) hiring or contracting
any present or future employee or independent contractor of Disclosing Party.

IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first here in above
written in correct state of mind, is major by age, under no undue influence, intoxication, or coercion.

For, Elsner Technologies (P) Ltd.,

Name of Authorized Official: Name: Ayusha Joshi
Designation of Authorized official: Director Witness for 2nd Party

Employee Signature: ____________________________

Employee Name: Ketul Trivedi

Name: Bhakti Bagadiya (Shah)
Witness for 2nd Party
Date: 01st Jun 2022