NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

Office Address

Burj Khalifa, Floor 134 1 Sheikh Mohammed bin

Rashid Blvd - Downtown Dubai

Dubai - United Arab Emirates

E-Mail Address: legal@onpassive.com

This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT [Hereinafter, this "Agreement"] is

effective as of the date of signature or acknowledgement of accepting the agreement as
provided through a registered office of the COMPANY, by and between:

First Party:
ONPASSIVE L.L.C hereinafter (May Referred to as “ONPASSIVE, COMPANY, ECOSYSTEM
PLATFORM, “OUR”, “US”, “WE” Or Disclosing Party).

And

Second Party:
Mr./ Mrs. / Ms. Anuja Deshmukh, India, Nationality, Holding Id No.833097, (Hereinafter referred
to as “User/Founder/Customer/You/ Member/ Client)”, (which expression shall mean and
include its successors and permitted assigns) of the second party. Receiving Party)

Either Receiving/Disclosing Party herein may be referred to, here individually as a "Party" or
collectively as "Parties."

1. PREAMBLE OF THE AGREEMENT:

WHEREAS this Agreement is made on the basis that the Receiving Party shall not disclose
the Confidential information disclosed by the Disclosing Party.
WHEREAS the Disclosing Party desire to ensure that the Receiving Party maintains the
confidentiality of its Confidential Information.
WHEREAS, this Agreement is intended to describe how the Parties have agreed that the
Receiving Party (as defined below) shall keep confidential and shall not disclose to any third
party the Confidential Information disclosed to him by the Disclosing Party (as defined below)
and how the Receiving Party shall only use the Confidential Information for the Purpose of
this agreement, except as expressly permitted by this Agreement.
THEREFORE, the present Agreement is drawn between the Parties hereto who declared that
they have full capacity to conclude and enter into the Agreement, and that their wills,
respectively, are free from any defect that would impair their consent hereto. All Parties have
also acknowledged that this present Agreement's stipulations are valid against their legal
successors.
THEREFORE, the Parties agree on the conditions hereinafter set forth, Proprietary Confidential
Information owned by ONPASSIVE.
 Receiving Party has undertaken, acknowledge and agreed that ONPASSIVE Confidential
Information, Proprietary Information, Invention, Patents, Copyrights, Trademark and other
Intellectual Property Rights are important assets of the COMPANY and committed to
maintains it .
The Above Preamble shall form an integral part of this Agreement.

2. DEFINITIONS AND INTERPRETATION:

The following words shall have the meanings attributed to them as follows:

2.1 Agreement” shall mean this Mutual Non-Disclosure Agreement.

2.2 “Confidential Information” shall mean information which is confidential including Proprietary
Information and other information related to the business of the Company, its affiliates or any
third parties with which the Company associates, whether or not such information is expressly
marked or designated as confidential information and includes but is not limited to: information
of value or significance to the Company or its competitors (including potential competitors) such
as:

i. data of or about the Company or its vendors, customers, Founder/Customers, advisors,

mentors, service providers or consultants, in particular, contact information and sales
information;

ii. data about Company’s compliance with applicable law including data about licenses,
permissions, approvals, permissions or consents applied for, requested by, granted to or denied
to the Company or its promoters;

iii. data about all filings and official submissions made by the Company to governmental
authorities and the content of the discussion and communication by the Company with such
authorities;

iv. data related to the Company’s business, its existing and upcoming products, services,
business strategy, Marketing Campaigns details, terms of engagement with its vendors or
customers, pricing data, payment and refund policies and plan, business plans, users/founders/
customers data, policies and plans which directly and indirectly related to the COMPANY.

v. any data, documents, sketches, designs, plans, drawings, photographs, reports,

communication, technical information, information about Intellectual Property Rights, user
information, compilation, subscription details, asset information, know-how, research and
development, internal policies; vi. Any information related to the Company’s technology, software,
hardware, code, design, business strategy, business plan, internal systems, and business
architecture.

vii. financial data, in particular, concerning budgets, fees and revenue calculations, sales figures,
bonus plans, financial statements, profit expectations and inventories of the Company.

viii. training data, particularly documents, videos, webinars, photographs, website data,
processes, multimedia files, presentations and any such training resources that the Founder/
Customer gains access to during his association with the Company.

ix. security information (including passwords, login credentials) used to access any resource
owned or operated by the Company, its affiliates, clients or third-party agents;
x. client or user data, user credits, user analytics, user preferences, feedback information.

a) any information which may be reasonably understood by its nature, or by the context of its
disclosure, to be confidential; and

b) any information derived from any of the above-mentioned information; and

c) original information supplied by the Company or information provided to the Company by third
parties which the Company is obligated to keep confidential

xi) prohibition of postings about other companies or other business opportunities or programs,
including their links;

xii) prohibition of sharing posting and comment that reflects a race, sex, cast, religion, political
agenda, team competition and cross-recruiting as well,

xiii) prohibition of vigorous and impassioned sharing of ideas, negative languages, webinar/
videos/community/data of the COMPANY xiv. participate in constructive online dialogues and
use our best judgment when posting to external or internal social media.

2.3 “Notice of Dispute” is a written notice served by one Party to notify the other Party that a
dispute has arisen.

2.4 “Representatives” shall mean directors and/or officers and/or attorneys and/or any other
persons, whether individuals or legal entities, acting on behalf of or in the interest of a Party.

2.5 “Affiliate” with respect to either party means any person or entity who directly or indirectly
controls, is controlled by, or is under the common control of such parties. The term “Control” is
used in the sense of the possession by a person or a group of persons acting in concert, directly
or indirectly, of the right to direct or cause the direction of the management, policies, and actions
of another person, whether through the board of directors or ownership of voting rights by such
other Person, by the Articles of Association, contract or otherwise. A person or a group of
persons acting in concert shall be deemed to be in control of a body corporate if such Person or
group of Persons is in a position to appoint or appoints the majority of the directors of such body
corporate.

2.6 “Intellectual Property Rights” means and includes, without limitation, any patents, copyrights,
trademarks, trade secrets, service marks, database right, design right, moral right or any other
property rights (in each case, whether registered or not and including applications for
registration, if any) that grant similar rights as the foregoing, anywhere in the world.

2.7 “Company Intellectual Property” means any Proprietary Information created, conceived,
developed, and improved by the COMPANY.

2.8“Proprietary Information” means and includes, but is not limited to, Company Intellectual
Property information about software programs, software designs, software architectures, source
code, object code, algorithms, trade secrets, formulae, data, designs, technical know-how,
domain names, processes, applications, ideas, user/ founder/customers data and records,
techniques, documents, notes, presentations, works of authorship, business plans, customer
lists, user information, vendor data, customer data, operational data, terms of compensation and
performance levels of Founder/Customer, Marketing Campaigns and other information
concerning the actual or anticipated business, research or development, prices and pricing
structures, marketing and sales information, competitive analysis, and any information and
materials relating thereto, or which is received in confidence by or for the Company or its
Affiliates from any other person, whether or not it is in written or permanent form.

2.9 Registration Suspension Policy- Founder/Customer account will be suspended By Us , when

an NDA violation is suspected, and Founder’s account will be placed in Temporary Suspension
pending the outcome of an investigation and compliance surveillance activity. we may send a
Notice of Warning will contain instructions to contact ONPASSIVE via an account-associated
email at legal@onpassive.com citing time limits. If offending Founder does not respond to the
Notice of Warning, does not respond to the Notice of Warning with allotted time, or does not
produce vindicating evidence or explanation through valid a current, valid e-mail address that is
associated with the offending Founders account, the Founder’s account [with full registration]
shall be terminated without notice.

3. TERM AND TERMINATION:

3.1 This Agreement shall be effective on the date of commencement of service of YOU / User/
Founder/ Customer with the Us and continue in force till 10 (Ten) Years after the date of
termination/end of the Agreement for whatsoever reason.

3.2 This Agreement shall run for the whole period where the parties are doing business with each
other however, and as mentioned before, Receiving Party’s obligations under this Agreement
shall survive for a period of ten (10) years from the termination or expiration of this Agreement
between the Parties and shall be binding upon the Receiving Party's heirs, successors, and
assigns upon termination or expiration of this Agreement, or upon written request of the
Disclosing Party.

3. This Agreement may not be renewed or otherwise extended unless by the written renewal/
extension agreement signed between the Parties and this Agreement may only be amended or
modified by a written document, signed by both Parties.

4. CONFIDENTIALITY OBLIGATIONS
4.1. The Founder/Customer/ User acknowledges and agrees that during the term of this
Agreement with the Company and notwithstanding any termination the Founder/Customer/User
shall have access to Confidential Information through oral, visual, electronic or written means.

4.2. The User/ Founder/Customer understands and acknowledges that the Confidential
Information is of immense value to the Company and its Affiliates and/or its present, past or
prospective clients. The Founder/Customer understands that any use or disclosure of such
Confidential Information including any inadvertent disclosure can cause immense and
irreparable harm, loss, damage and injury to the Company and its Affiliates and its reputation and
hence undertakes to keep such Confidential Information confidential.

4.3. The User/ Founder/Customer agrees and undertakes that at all times during the term of this
Agreement and thereafter the termination of this Agreement for whatever reason to hold in the
strictest confidence, and not to use, except for the benefit of the Company and its Affiliates, and
absolutely refrain from in any manner divulging, discussing, disclosing, or otherwise releasing,
the Confidential Information to any third party or in any manner directly or indirectly using the
Confidential Information without the written authorization of the Company.

4.4. The User/ Founder/Customer recognizes that the Company and its Affiliates have received
and, in the future, will receive from third parties, information that would be confidential and
proprietary in nature to such third parties.
4.5. The User/ Founder/Customer further undertakes not to make copies of, or disseminate, such
Confidential Information except as authorized by the Company by written. Nothing contained in
this Agreement shall be construed as granting or conferring any rights either as a license or
otherwise in the Confidential Information. The User/ Founder/Customer shall not claim or
represent to hold any interest by way of COMPANY ship, assignment or otherwise in the
Confidential Information.

4.6. INSIDER TRADING AND NON-PUBLIC INFORMATION- User/ Founder/Member/ Client/

Customer, his/her family and relatives are prohibited under Company policy as well as by Law
from purchasing, selling and dealing in Company stock/ marketing campaigns, strategy, plan/
policies and platforms or the stock of any other company, such as existing or potential
customers or suppliers, directly or indirectly, on the basis of material non-public information. All
non-public information about the Company should be considered confidential information. To
use non-public information for personal financial benefit or to “tip” others who might make an
investment decision on the basis of this information is unethical, against Company policy, and
illegal. ‘Founder/Member/ Client/Customer his/her family and relatives do not have right to
engaged in term of employment whether (full time/part time/consultant and other)’.

4.7. SENSITIVE PERSONAL DATA OR INFORMATION (“SPDI”)-

(a) means passwords, financial information, such as bank account or credit card or debit card or
other payment instrument, any detail relating to the above as provided to COMPANY for providing
service; and any information received under the above by COMPANY for processing, stored or
processed under lawful contract or otherwise,

(b) COMPANY is required to obtain prior consent from the information provider regarding the
purpose of usage of the SPDI. Such information should be collected only if it is essential and
required for a lawful purpose connected with the functioning of the COMPANY,

(c) Founder/Customer / User has no right to share/disclose the SPDI details in public and, if
found to be in violation, that Company has legal right to terminate his/her registration without
notice,

(d) Founder/Customer / User agrees and consents that Company has right to use and disclosed
his/her data for the information sought by governmental agencies or under applicable legal
provisions and for COMPANY business requirements, and further agrees Founder/ Customer has
no rights to claim, sue, or approach for any Legal remedy for such disclosure and This Clause
shall survive the expiration or termination of this Agreement.

5. RESTRICTIONS
A. Except for the express written consent of COMPANY, FOUNDER/CUSTOMER acknowledges,
undertakes and agrees:

1. Not to use or disclose to another person or entity any confidential information of COMPANY;

2. Not to make, or cause to be made, any copies, facsimiles or other reproductions including data
files of any documents containing confidential information of COMPANY; and

3. To use all other reasonable means to maintain the secrecy and confidentiality of the
confidential information of COMPANY.

4. The Company has the full right to decline/ reject any request from any User to become an
Affiliate and to join the Affiliate program without reason as ONPASSIVE deems appropriate.

5. The Company has the full right to cancel, terminate, pan and suspend the Affiliate Program
membership for any customer as deems appropriate at any time and without prior notice.

B. FOUNDER/CUSTOMER further agrees, at the request of COMPANY:

1. To immediately return to COMPANY all items in the possession of FOUNDER/CUSTOMER

which relate to or which disclose in whole or in part any confidential information of COMPANY;
and

2. To refrain from using or disclosing to any other person or entity any confidential information of
COMPANY.

6. REPRESENTATIONS AND WARRANTIES

The FOUNDER/CUSTOMER represents and warrants that:

6.1 The FOUNDER/CUSTOMER’s performance of all terms of this Agreement and as a FOUNDER/
CUSTOMER of the COMPANY does not and will not breach any prior agreement with others keep
in confidential information acquired by the FOUNDER/CUSTOMER in Confidence or in trust prior
to the registration.

6.2 The FOUNDER/CUSTOMER has not and shall not enter into agreement, either written or oral,
in conflict with this agreement.

7. COVENANT NOT TO SUE

Founder/Customer shall not institute any action or suit at law or in equity against COMPANY, nor
institute, prosecute or in any way aid in the institution or prosecution of any claim, demand,
action, or cause of action arising out of the CONFIDENTIAL INFORMATION or any
INTELLECTUAL PROPERTY thereof, including but not limited to, claim, demand, action, or cause
of action for invalidating any INTELLECTUAL PROPERTY and CONFIDENTIAL INFORMATION of
the COMPANY.

8. PAYMENT POLICY
Founder/Customer shall be eligible for our various service/facilities after making valid/
authorized payment (through the modes as explained/mentioned in our website). Payment
policies and structure are defined by Company at its sole discretion, and it will change
periodically as per business strategies and plans (as required)

9. DAMAGES AND SPECIFIC PERFORMANCE

FOUNDER/CUSTOMER agrees that should FOUNDER/CUSTOMER breach any portion contained
in this Agreement that COMPANY would suffer irreparable harm and COMPANY would be without
adequate remedy at law and that COMPANY may obtain injunctive relief, including specific
performance of the Agreement, as well as monetary award for damages suffered by COMPANY
for FOUNDER/CUSTOMER’S breach of this Agreement.

10. SEVERABILITY
Should a court of competent jurisdiction find that any portion of this Agreement is invalid, illegal,
or unenforceable, the remaining provisions shall remain in full force and effect, and the parties
shall use reasonable efforts to substitute a valid, legal, and enforceable provision that
implements purposes of the provision so held invalid, illegal, or unenforceable to any extent
permissible under the law.

11. NOTICE
1. Correspondences served through facsimile, e-mail, or any other simultaneous electronic valid
and available medium shall enjoy the same legal effect as the traditionally signed documents in
terms of evidence and legal value.

2. Any Notice or communication required or allowed under this agreement, regardless of the
communication method, shall take effect upon actual delivery of the notice at the legal domicile,
residence or mailing address of the receiving party. If party alters its notification address or
mailing address, it shall notify the other party of its new address within 3 (three) days after the
alteration, otherwise, the defaulting party shall be held responsible for all consequent legal
liabilities. In cases where no legal domicile, residence or mailing address of the receiving party is
known or available, attempts to contact that party will be made via all means available to include
digital media and social platforms. In case where no contact can be made through reasonable
attempts, the Company shall not be held responsible for consequent liabilities arising from
inability to contact receiving party.

12. GOVERNING LAW AND JURISDICTION

The establishment, validity, execution and dispute settlement of this Agreement shall be
governed by the laws of the Country. The Courts located at the registered office of the COMPANY
shall have the exclusive jurisdiction to entertain and resolve all the disputes between the parties.

13. RETURN OR DESTRUCTION OF CONFIDENTIAL

INFORMATION:
13.1 If discussions in relation to the Purpose cease, or either Party requests in writing at any
time, or this Agreement terminates for any reason, the Receiving Party must immediately:

a) Destroy or return (as required) to the Disclosing Party all documents and materials (including
copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential
Information promptly and in any event within seven (7) days of receipt of notice from the
Disclosing Party.

b) Destroy all copies of materials (whether written or electronic and whether in its possession or
another's pursuant to the terms of this Agreement) into which Confidential Information has been
incorporated (to the extent possible);

c) Erase all the Disclosing Party's Confidential Information from its computer systems or which is
stored in electronic form (to the extent possible);

d) Use all reasonable endeavors to destroy any Confidential Information supplied to him by the
disclosing Party pursuant to the terms of this Agreement. e) make no further use of the
Confidential Information; and f) where requested, allow an authorized senior officer of the Party
who has been Disclosing to him to certify the destruction or return of the Confidential
Information.
14. MISCELLANEOUS
14.1 The Agreement shall be binding in the principle as below; the binding effects of the
Agreement shall not be affected by length of service/facilities between the parties, the reason
for terminating the service/facilities relationship between parties and amount of the User/
FOUNDER/CUSTOMER’s payment paid by COMPANY. The FOUNDER/CUSTOMER User shall still
be liable to his/her obligations under the Agreement after the termination of the Services/
facilities for whichever reasons. No amendment or changes of the Agreement shall be made
upon the termination of the Service.

14.2 No Waiver of breach, failure of condition, or any right or remedy contained in or granted by
the provision of this Agreement shall be effective unless it is in writing and signed by the party
waiving the breach, failure, right or remedy. No waiver by the COMPANY of any breach, failure,
right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or
not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

14.3 Publishing offensive, false or threatening information- Founder/ Customer who sends by
any means of a computer resource any information that is grossly offensive, which relates with
the term of defamation whether slander or libel or has a menacing character; or any information
which he knows to be false (viz. sharing marketing campaigns structure or information and other
confidential Information), but for the purpose of causing annoyance, inconvenience, danger,
obstruction, or insult, etc., shall be punishable by Law and this action of breach shall result in
termination of his/her registration/enrolment as Founder/ Customer.

14.4 The Agreement and all of its exhibits constitutes the entire Agreement agreed upon and by
the parties and supersedes all prior oral or written negotiations, representations or Agreements
reached by the Parties relating to the subject matter of this Agreement.

14.5 If any Article of this Agreement is in conflict with any article of the other agreements and
contracts between both the parties, the article of this agreement shall control.

14.6 The title in this Agreement is used only for convenience of reading and shall not affect the
meaning of this Agreement.

14.7 If a Court of Competent jurisdiction holds any provision of this Agreement to be illegal,
unenforceable or invalid in whole or in part for any reason, the validity and enforceability of the
remaining provisions or portion of them, shall not be affected.

14.8 No party has been induced to enter into this Agreement by, nor is any party relying on, any
representation or warranty outside those expressly set forth in this agreement.

14.9 Company has legal right to change, modifies, amend, addendum any clause of this
Agreement without any prior approval, and FOUNDER/CUSTOMER/ User shall not have any issue
to sign latest Agreement which shall be effective from the date of execution/sign, where there
continuous use of the service deem to consider an acceptance to the new amended terms.

14.10 The Agreement shall be binding on and shall inure to the benefit of the parties to this
agreement and their respective heirs, executors, administrators, assigns, or successor.

14.11 The Agreement shall be executed in two counterparts and one counterpart shall be
retained by each party and Founder/Customer executed and signed the Agreement whether in
digital/physical mode shall have validity and legal effect.
15. Force Majeure
Neither Party shall be liable to the other if the performance of its obligations under this
Agreement is prevented or hindered due to any circumstances outside its control. Consequently,
either Party shall be excused from performance (and shall not be liable for any delay in its
performance, in whole or in part, caused by the occurrence of any contingency beyond its
reasonable control. These contingencies include, but are not limited to, war, sabotage, terrorism,
insurrection, riot or other act of civil disobedience, act of public enemy, failure or act of any
government or governmental agency affecting the terms hereof, epidemic, pandemics, accident,
fire, earthquake, explosion, flood, severe weather or other such forces beyond either Party’s
reasonable control, provided reasonable measures were taken to circumvent or minimize the
impact of the known event of force majeure by the Party affected by it, provided however if the
force majeure event occurred the affected Party shall immediately do the followings:

1. Notify the other Party on the force majeure event and its impact on its performance to its
obligations under this Agreement; and
2. Use its reasonable efforts to resolve any issue resulting from the force majeure event and
perform is obligations hereinunder in a timely manner.

16. UNDERTAKINGS:
1. The Receiving Party undertakes and guarantees that it shall not during or after the term of this
Agreement misuse any of the Confidential Information of the Disclosing Party to conduct other
business or operations which compete with or hinder the Disclosing Party's interest in the
Purpose. Notwithstanding this, the disclosure of Confidential Information by the Disclosing Party
shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to
enter into any further agreement in relation to the Purpose.

2. Each Party shall always act in good faith toward the other Party and their respective Affiliates
in the exercise of their respective rights and obligations under this Agreement, and neither Party
shall attempt directly or indirectly to circumvent this Agreement.

17. NO PARTNERSHIP OR AGENCY:

Nothing in this Agreement shall be construed to create a partnership or joint venture between or
among the Parties. Except as expressly provided in this Agreement, nothing in this Agreement
shall be construed to authorize any Party to act as the agent of another Party, nor permit any
Party to act on behalf of or bind another Party, nor give any Party the authority to act for, or to
assume or incur any obligations or liabilities on behalf of another Party.

THE FOUNDER/CUSTOMER HEREWITH CONFIRMS READING ALL THE TERMS OF THIS

AGREEMENT AND UNDERSTANDING IT COMPLETELY AND HAVING IN ADDITION RECEIVED
INDEPENDANT LEGAL ADVICE, AND BY AFFIXING THE SIGNATURE BELOW REPRESENT THAT
THIS AGREEMENT IS THE ONLY STATEMENT MADE BY OR ON BEHALF OF THE COMPANY
UPON WHICH THE FOUNDER/CUSTOMER HAS RELIED IN SIGNING THIS AGREEMENT WITH
FREE WILL AND CONSENT WITHOUT ANY FORCE, DURESS, COERCION OR UNDUE ADVANTAGE.
IN WITNESS WHEREOF,
the parties hereto have executed this agreement by their duly authorized representative as of the
date first set forth above or the date of using the services or registration.

First Name : Anuja

Last Name : Deshmukh
E-mail Address : anujadeshmukh79@omail.ai
Date : Apr 23, 2023
Nationality : India

Signature