CONFIDENTIAL NON-DISCLOSURE AGREEMENT BY AND BETWEEN Powerplus Traders Private Limited ("Disclosing Party”) AND MINING ASSOCIATES PVT. LTD. (‘Receiving Party”)NON-DISCLOSURE AGREEMENT ‘THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made and executed at Kolkata on 22.11.2022; BY AND BETWEEN POWERPLUS TRADERS PRIVATE LIMITED, (CIN) Ul0100WB2012PTC183435), a Company incorporated under the Companies Act, 1956 having its Registered Office at Premlata Building, 39, Shakespeare Sarani, 6" Floor, Kolkata, India (hereinafter referred to as “Disclosing Party”) which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns; AND Mining Associates Pvt. Ltd, CIN No.U10200WB2003PTCO96162, having its office situated at Plot No.110, Main Dhemo, Beside Railway siding,P.O. Sitarampur-713369,PIN-713359, > ‘Asansol, West Bardhaman, W..B, (hereinafter referred to as" Receiving Party" which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his legal heir ‘successors and permitted assigns, Disclosing Party and Receiving Party are hereinafter collectively referred to as “Parti individually as “Party”. and WHEREAS: ‘A. The Disclosing Party is engaged in the business of mining of coal and minerals and allied business activities. B. The Receiving Party is engaged in providing technical / techno-economic consultancy services in the field of mining and allied industries C. Each of Disclosing Party and Receiving Party is interested in a potential business relationship with each other. Therefore, the Parties are initially desirous of and will be required to exchange information with regard to potential business relationship (“Purpose”). D. During their discussions and other communications, the Disclosing Party and/or any of its Associates (as defined below) will disclose information to the Receiving Party and/or any of its Associates which the Disclosing Party deems confidential, privileged or trade secrets and which is summarized in a writing sent by the Disclosing Party to the Receiving Party. Receiving Party agrees that, it should not copy, disclose or use the Confidential Information (as defined herein below) except in accordance with this Agreement. E, The Parties are willing to execute this Agreement in exchange for the opportunity to transact business with the other Party. In consideration of the benefits to be derived by the Parties hereunder, the promiseshereby acknowledged by each Party, the Parties hereby agree and covenant as follows: 1. The Parties agree that the recitals, annexures or schedules shall form an integral and operative part of this Agreement. 2. DEFINITIONS & INTERPRETATION 241 Definitions onset fe” means means any subsidiary or holding company, or any other subsidiary of any holding company, of a party, and for the purposes of this definition, a company is a “subsidiary” of another company, its “holding company”, if that other company: (a) holds a majority of the voting rights in it, or (b) isa member of it and has the right to appoint or remove a major of directors, or y of its board (© is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights init. “Associates” shall mean the principals, partners, officers, directors, shareholders, Affiliates, employees, subsidiaries, and affiliated companies, subcontractors, agents, representatives, and other affiliates of a Party; “Authorised Person” means an officer or employee of a Party or its Affiliate who receives the Confidential Information or other persons, who may be third parties, whom a Party deems necessary to know the Confidential Information; “Confidential Information” shall mean as defined in Clause 3 herein of this Agreement; “Effective Date” shall be “Personnel” shall mean all employees including the directors, officers, advisors, consultants and any person by whatever name called engaged by or agents of Recipient who have access to the Confidential Information directly or indirectly; “Purpose” shall have the meaning ascribed to it in Recital C; 22 Interpretation (@) Words importing the singular include the plural and vice versa and words importing a gender include the other gender. (b) The word “person” or “party” includes a firm, body corporate, unincorporated association or authority (©) Arreference to a thing is a reference to the whole and each part of it. (d) Where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings. 3. CONFIDENTIAL INFORMATION 3.1 As used herein, “Confidential Information” shall mean any32 33 and communications, whether written or electronic or oral or in any other form or format (including, without limitation, any written memorials or summaries of, or notes about, oral communications which contain Confidential Information (as defined herein) which have been or are directly or indirectly disclosed by the Disclosing Party to the Receiving Party which are: (a) confidential, privileged or proprietary in nature; (b) designated in writing or by stamp by the Disclosing Party as being “Confidential Information”; or (©) any identification or description of the Disclosing Party’s non-public current for proposed business activities, inventions and discoveries (whether patentable or otherwise), methods or know-how, processes, marketing studies, projections, mailing lists, procedure manuals, computer software, designs, trade secrets, patents, copyrights, marketing plans, prototypes, models, source codes, object codes, technical or non-technical data, formulae, compilations, devices, drawings, lists of actual or potential customers, suppliers, or employees, project reports, business opportunities, proposals writings, drawings, financial data, financial models, computer software, related documentation of all kinds and related hardware, arithmetic processes and related advertising, concept, and strategy, and any variations, customers, suppliers, investors, funding sources, documentation, joint venture, or strategic alliances, deals or transactions. Confidential information shall also include (@) any data, information and or other material gathered or collected by the Receiving Party in order to discharge contractual requirements agreed with the Disclosing Pa (b) the contents of any documents, reports or other deliverables created as part of contractual obligation of the Receiving Party. Confidential Information shall not include any such information that: (@) prior to disclosure, is known to the public, or after disclosure, becomes generally known or available to the public through no act or omission of the Receiving Party in violation of this Agreement; (b) is already known to the Receiving Party, without any restriction as to use or disclosure and was properly obtained by the Receiving Party prior to the effective date of this Agreement; (©) is independently developed by the Receiving Party without reference or access to or use of the Confidential Information of the Disclosing Party; or (4) is, or subsequently becomes, rightfully and without breach of this Agreement, in the possession of the Receiving Party a source which was never under a duty of confidentiality with regard to such Confidential Information and was lawfully entitled to disclose such Confidential Information; (©) disclosure of which is required by law or by order of a court of competent jurisdiction. OBLIGATION TO TREAT AS CONFIDENTIAL Receiving Party shall: (@) keep the Confidential Information as confidential, except to the extent disclosure is authorised by this Agreement;42 43 44 45 46 (b) take all reasonable precautions to preserve the confidentiality of the Confidential Information, including but not limited to: () complying with security measures designed to safeguard the Confidential Information from unauthorised access and /or use; (i) keep the Confidential Information under its and its Associates’ strict control; (iii) immediately notify the other Party if it, or any of its officers or ‘employees, suspects or is aware the Confidential Information is being copied, disclosed or used in violation of the terms of this Agreement. (©) hold the Confidential Information, in strict confidence and shall treat as valuable and protected from disclosure in any way to any person or entity that is nota “Party” to this Agreement. (d) not disclose such Confidential Information to any third Parties except as contemplated under this Agreement; In the case of Confidential Information that is disclosed only orally, the Disclosing Party shall, within seven days after such disclosure, deliver to the Receiving Party a brief written description of such Confidential Information; identifying the place and date of such oral disclosure and the names of the representatives of the Receiving Party to whom such disclosure was made. It is expected that such information will bear a legend or label of “Confidential” or other similar designation manifesting intent that the information is confidential. Notwithstanding Clause 4.1, Receiving Party may: (a) use the Confidential Information in accordance with the terms of this Agreement; (b) disclose the Confidential Information to Authorised Persons and if required in the performance of the Services, to third parties, such as insurance companies or other insurance intermediaries, after having advised them of the confidential nature of the information and requesting that they treat the Confidential Information accordingly; and (© with the prior written consent of the Disclosing Party, disclose the information; Receiving Party, if it has a legal obligation to disclose the Confidential Information toa third party or any Government authority or any court jurisdiction under Clause 4.2 (b), shall at first instance intimate the Disclosing Party for the same. Thereafter the Receiving Party, in consent with the Disclosing Party, may disclose such Confidential Information as required and make reasonable efforts to preserve the confidentiality of the Confidential Information, including but not limited to cooperating with the other party to obtain an appropriate order or other reliable assurance that the confidentiality of the Confidential Information will be preserved by the third party. The Receiving Party agrees, understands, and acknowledges that unauthorized disclosures of Confidential Information would have a significant, adverse impact, if not a ruinous impact, on the business of the Disclosing Party. ‘The Receiving Party agrees that it will not use any Confidential Information in any manner that constitutes bad faith, is materially detrimental to the Disclosing Party’s best interests, or benefits the Receiving Party or its associat iment of theAy 48 49 4.10 52 53 54 Disclosing Party. ‘The Receiving Party shall not use any Confidential Information to start a business enterprise, joint venture, marketing campaign, operation, or any other form of business, marketing or advertising that competes directly with the proposed businesses of the Disclosing Party. Disclosing Party may at any time by written notice ask the Receiving Party to provide copies of the Confidential Information in its possession, whether given to it by the Disclosing Party or created by the recipient under this Agreement. Receiving Party must comply with the notice as soon as is reasonably practicable. Any part of the Confidential Information that cannot conveniently be returned to the Disclosing Party will be destroyed in the way reasonably directed by the Disclosing Party. The Receiving Party is not required to destroy computer back-up files on which Confidential Information may be stored, but may hand over the files in its original form and form derived out of it, to the Disclosing Party. Receiving Party shall limit its disclosure of the Confidential Information to its Personnel on a need to know basis and who shall agree to comply with the restrictions set forth in this Agreement, provided that Receiving Party shall be solely responsible for any failure of its Personnel to comply with the restrictions contained in this Agreement. ‘The Receiving Party confirms that Confidential Information shared with them, shall primarily be known only to any one or more of the levels, within their organization, as indicated below:- a. Senior Management i.e. Board of Directors to Vice Presidents; b.Middle Management i.e. General Managers to Managers; and Junior Management i.e. Assistant Managers only. ‘TERM & TERMINATION The term of this Agreement shall be 5 years, from the Effective Date (“Term”). This Agreement can be further renewed by the Disclosing Party at its sole discretion, which shall be summarised in writing. This Agreement will be no further in force or in effect, after the expiry or termination of this Agreement. ‘The Disclosing Party has the right to terminate this Agreement forthwith during the Term or renewed term of this Agreement, in case the Receiving Party has done or acted anything which is contrary to terms and conditions of this Agreement and/or the Disclosing Party deems necessary to terminate this Agreement. Even after termination of this Agreement or anytime thereafter, the Receiving Party shall not share any Confidential Information to other person without prior consent of the Disclosing Party subject to Clause 3.2 of this Agreement. After Termination of this Agreement, at the discretion of Disclosing Party and subject to Clause 3.2 of this Agreement, the Parties shall: (a) maintain those Confidential Information or trade secrets as confidential for lifetime; or (b) hand over the Confidential Information to the Disclosing Party in whatsoever55 8. form or media it stands. However, the termination of this Agreement shall only mean the stoppage of exchange of Confidential Information and such termination shall not relieve the Receiving Party of the Confidentiality Obligations for the Confidential Information received by the Receiving Party and obligations imposed by this entire Agreement. REPRESENTATION & WARRANTIES The Parties represents and warrants that: 6.1 it has power to execute, deliver and perform its obligations under this ‘Agreement and all necessary action has been taken to authorise such execution, delivery and performance; 62 the execution, delivery and performance of its obligations under this Agreement does not and will not: (a) contravene any law, regulation or order of any governmental or other official body or agency or any judgment or decree of any court having, jurisdiction over it; or (b) conflict with or result in any breach or default under any agreement, instrument, regulation, licence or authorisation binding upon it or any of its assets; and 63 there has been no event or occurrence which might reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder; 64 — Receiving Party represents and warrants that it has complied with and will continue to comply with their obligations arising from data protection and privacy laws in force from time to time to the extent applicable to this Agreement; and INJUNCTIVE RELIEF It is understood and agreed that money damages would not be sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to injunctive relief as a remedy for such breach, without prejudice to any other rights or remedies available to Disclosing Party under the applicable law. SOLE PROPERTY All Confidential Information remains the sole and exclusive property of the Disclosing Party. Each Party acknowledges and agrees that nothing in this Agreement will be construed as granting any rights to the Receiving Party, by license or otherwise, in or to any Confidential Information of the Disclosing Party, or any patent, copyright or other intellectual property or proprietary rights of the Disclosing Party, except as specified in this Agreement. It is also agreed by and between the Parties that this Agreement shall not grant to either Party any rights in or to the Party's Confidential Information, except the limited right to review the Confidential Information solely for the Purpose between the Parties% 10. n, 2 2B. BA REMEDIES: In the event of a breach or threatened breach of this Agreement by a Receiving Party or those acting on Receiving Party’s behalf, Disclosing Party will have an adequate remedy at law and shall be entitled to equitable relief, including an injunction or specific performance in respect of such breach or threatened breach. The election by the Disclosing Party to seck equitable remedies shall not prohibit the Disclosing Party from also pursuing any other available remedies, whether legal or equitable in nature, against the breaching party. In particular, in the event that a Receiving Party circumvents this Agreement, the Disclosing Party shall be entitled to a legal monetary penalty equal to the maximum service it should realize from the relevant transaction damage or loss caused due to the breach of this Agreement. In the case of any action, the prevailing Disclosing Party shall be entitled to an award of litigation expenses, interest, and reasonable attorneys’ fees, in addition to any other remedy obtained, DISCLAIMER Disclosing Party makes no representation or warranty as to accuracy, completeness, condition, permanence, non-infringement, suitability or performance of the information and Disclosing Party shall have no liability whatsoever to Receiving Party or any other party resulting from its use of or reliance upon the information and materials INDEMNITY ‘The Receiving Party further agrees to indemnify the Disclosing Party against all actual loss and damage which the Disclosing Party may suffer as a result of any breach of this Agreement by the Receiving Party or their Associates and other third parties of the Confidential Information. Provided that the Disclosing Party shall forthwith give written notice to the Receiving Party of the loss and damage, with adequate justification. NO OTHER RELATIONSHIP The Parties are independent, and nothing contained in this Agreement shall be construed to constitute a partnership, joint venture, co-ownership or otherwise between the Parties or as participation in a joint or common undertaking of the Parties. This Agreement shall in no way be construed as being an agreement of partnership or association or employment in such a way that a Party or its Associates shall have any claim against or rights to the other Party’s or its Associates’ dealings, ventures, businesses, projects, or opportunities, nor shall any Party be liable for any other Party’s commitment or liabilities in business or personal dealings or situations. GOVERNING LAW AND DISPUTE RESOLUTION The parties hereto would endeavour to amicably resolve any dispute relating to or arising from any provision of this Agreement or the breach thereof.132 u. 15. 154 152 153 164 155 156 This Agreement shall be governed and interpreted by, and construed in accordance ith the laws of India and Courts in Kolkata shall have primary jurisdiction over all issues arising from or connected to this Agreement. NO TRANSFER OF RIGHTS Neither Party shall be entitled to assign, transfer, otherwise delegate or sub-contract this Agreement or any of its rights or obligations under this Agreement in whole or in part, nor purport to do so, without the prior written consent of the other Party. MISCELLANEOUS Any provision of or a right created under this Agreement may not be: (a) waived except in writing signed by the Party granting the waiver; or (b) varied except in writing signed by the Parties. (© No delay by either party in enforcing any of the terms or conditions of this Agreement shall affect or restrict that party’s rights and powers arising under this Agreement. No waiver or amendment of any term or condition of this Agreement will be effective unless made in writing and signed by both parties. ‘This Agreement shall be binding upon each Party’s Associates, heirs, successors, and assigns. If any individual term or provision of this Agreement is contrary to or in conflict with any requirement of applicable law, then that term or provision shall be severed here from and the remainder of this Agreement shall be binding on the Parties. ‘The signatories below represent and covenant that they have the authority to execute this Agreement on behalf of the named Party and to bind that Party to the terms and conditions of this Agreement. Notwithstanding any other provision hereof to the contrary, neither Party is under any obligation nor has any right to engage in or continue any negotiations relating to the possible implementation of any other clauses not included in this Agreement. Each Party shall bear its own costs and expenses in connection with the activities contemplated by this Agreement. Any notice or other communication under this Agreement shall be deemed to be duly given when personally delivered or when mailed by certified or registered mail, return receipt requested and postage prepaid, to such other Party at its address as stated below, or at such other address as each Party may hereafter designate to the other Party in writing. Delivery of a notice or other communication to a Party at the address set forth below or designated by that Party shall constitute bona fide delivery of notice to all of that Party’s Associates, The notice addresses are:Receiving Party: Mining Associates Pvt. Ltd Address: Plot No.110, Main Dhemo, Beside Railway Siding, P.O.Sitarampur-713359 Asansol, West Bardhaman, W.B. Attention: ‘Tapan Kumar Chatterjee E-mail: info@maplin Disclosing Party: Powerplus Traders Pvt Ltd Address: Premlata Building, 39, Shakespeare Sarani, 6% Floor, Kolkata 700017, India Attention: Mr. K.S, Rao (CEO) E-mail: powerplustrade@gmail.com 157 This Agreement may be executed in two or more counterparts, each of which shall bbe deemed to be an original, but each of which together shall constitute one and the same document. 158 This Agreement shall constitute the entire agreement between the Parties ie. this Agreement is the complete and exclusive statement regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the Parties regarding the subject matter of this Agreement. IN WITNESS WHEREOF the Parties hereto have hereunto set their respective hands and seals on the day and year first hereinabove written, For Powerplus Traders Private Limited For Mining Associates Pvt, Ltd Authorized Signatory Authorized Signatory Witnesses For Powerplus Traders Private Limited For Mining Associates Pvt. Lid. ay bs, DAALSAR lu ay) 2 Ribyeade.. Kenda,