Non-Disclosure Agreement

This Nondisclosure Agreement (this “Agreement”) is entered into on [ 24.08.21 ] (“Effective

Date”) by and between M/S Altoura India Private Limited having its office located’ at Wework
RMZ Latitude Commercial, 10th Floor, 10A102, Bellary Road, Near Godrej Apartment, Hebbal,
Bengaluru Urban, Bengaluru.560024 and Finaks Advisory Services Private Limited having its
registered office located at B-518 & 519, Mittal Tower, M G Road, Bangalore 560001 on the date
herein referred to as “Contracting Party” for the purpose of preventing the unauthorized
disclosure of Confidential Information as defined below and ensuring adequate safeguards with
respect to the protection of Confidential Information. M/S Altoura India Private Limited and
Contracting Party are individually referred to as a “Party” and collectively as “Parties”

1. Definitions

(a) The term “Affiliate” means with respect to with respect to any Person, any other
Person that, directly or indirectly, through one or more entities, controls, or is
controlled by, or is under common control with, such Person. For the purpose of this
definition, ‘control’, and ‘controlled by’ means the possession, direct or indirect, of the
power to direct the management and policies of a Person, whether through the
ownership of 50% (Fifty Percent) or more of the voting interests of a Person, or
through majority representation at the board, through contract, or otherwise. For the
purposes of this Clause, any “Person” means any natural or legal person under
applicable law.; and

(b) The term ”Confidential Information” means all non public information disclosed by
either Party or its Affiliates ( as applicable, such entities collectively , the “Disclosing
Party” ) to the other Party or its Affiliates ( collectively the “Receiving Party” ),
together with all copies, that is designated as confidential or that, given the nature of
the information or the circumstances surrounding its disclosure, reasonably should be
considered as confidential including trade secrets and information of commercial
value, in any medium or format (including written, oral, visual, or electronic)..
Confidential Information includes without limitation (i). nonpublic information relating
to the Disclosing Party’s trade secrets, intellectual property, technology, products,
services, processes, data, customers, business plans and methods, promotional and
marketing activities. (ii). Third party information that the Disclosing Party is obligated
to keep confidential (iii). The nature, content and existence of relationship,
discussions, or negotiation including this Agreement between the Parties. Information
shall not be deemed Confidential Information where the (a) information was already
known to the Receiving Party before being furnished by the Disclosing Party pursuant
to this Agreement or other confidential arrangements with the Receiving Party or any
of its Affiliates; or (b) information is or becomes generally available to the public (other
than as a result of its disclosure in breach of this Agreement).

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2. Business Opportunity

Receiving Party and Disclosing Party wish to explore a business opportunity of mutual interest,
which may or may not be governed by a work order (the “Business Opportunity”) and, in
connection with the Business Opportunity, each Party may disclose to the other certain
Confidential Information. Both parties should consider all safeguards and measures to protect
and prevent Confidential Information in accordance with the terms of this Agreement.

3. Termination

(a) This Agreement shall come into effect on the Effective Date and shall remain in effect
unless terminated by the Parties in accordance with Clause 3(b) (“Term”).

(b) Receiving Party and Disclosing Party may terminate this Agreement or any portion
thereof with or without cause, by providing the other Party with a prior written notice
of 60 (sixty) days. Further, either Party may terminate this Agreement at any time
during the Term, without any liability, with immediate effect by providing a written
notice to the other, in the event of breach of any of the terms of this Agreement by the
other Party.

(c) The termination or expiration of this Agreement will not relieve any Party of any
obligations of confidentiality arising out of this Agreement.

4. Treatment of Confidential Information

(a) Each Receiving Party agrees not to use the Confidential Information disclosed to it
by the Disclosing Party for any purpose except for evaluation of and to carry out
discussions concerning, and the undertaking of the Business Opportunity.

(b) Each Party shall comply with all applicable laws and legislations including applicable
laws in relation to use and processing of Confidential Information including any
personal information contained therein.

(c) The Receiving Party agrees to restrict the possession, knowledge and use of
Confidential Information to only its authorized staff, employees, sub-contractor, agent,
or consultant who: (i) have a need to know the Confidential Information in connection
with the Business Opportunity; and (ii) are informed of the confidential nature &
protection.

(d) The Receiving Party shall not disclose any Confidential Information to third parties
except those directors, officers, employees, consultants and agents who are required
to have such information in order to carry out such evaluation and discussions in
relation to the Business Opportunity and provided that such persons have been
identified in a written notice to the Disclosing Party (“Authorized Persons”). Each
Receiving Party represents that it has had, or shall have, those directors, officers,
employees, sub-contractors, consultants, and agents to whom Confidential
Information is disclosed or who have access to Confidential Information sign a non-
disclosure agreement substantially similar in content to this Agreement.

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 (e) The Receiving Party shall not, directly or indirectly, disclose Confidential Information
to any person other than its Authorized Persons, including any, subcontractors,
agents, outsourcers or auditors (an “Unauthorized Third Party”), without express
written consent from M/S Altoura India Private Limited; unless and to the extent
required by applicable law, in which case, Receiving Party shall (i) in addition to the
obligations under Clause 8, use best efforts to notify Receiving Party allowing the
Disclosing Party to defend against any such disclosure requirement in lieu of and on
behalf of the Receiving Party and the Receiving Party will reasonable cooperate with
the Disclosing Party in such defence (ii) be responsible for and remain liable to
protection of Confidential Information for the actions and omissions of such
Unauthorized Third Party as if they were the Receiving Party’s own actions and
omissions; and (iii) require the Unauthorized Third Party sign a non-disclosure
agreement substantially similar in content to this Agreement, relating to the treatment
of Confidential Information.

(f) If requested by the Disclosing Party, the Receiving Party shall undergo an initial
security assessment, including the completion of an assessment questionnaire before
or after this Agreement. The Disclosing Party reserves the right to periodically assess
the systems that the Receiving Party uses to store & process the Confidential
Information, upon prior written notice to Receiving Party.

(g) f) The Receiving Party shall take all adequate safeguards and reasonable measures
with respect to the protection of Confidential Information:

i. To protect the secrecy of and avoid disclosure or unauthorized use of

Confidential Information;
ii. To prevent such Confidential Information from falling into the public domain or
the possession of persons other than the Authorized Persons. Such measures
shall include using the highest degree of care that the Receiving Party uses to
protect its own confidential information of a similar nature;
iii. Implement all appropriate measures to ensure a level of security appropriate to
the risks presented by the processing of Confidential Information and in
particular to protect against any accidental or unlawful destruction, loss,
alteration, unauthorized disclosure, or unauthorized access.
iv. Take all reasonable steps to ensure that only Authorized Persons have access
to Confidential Information and that any Authorized Persons contractually
obligated to protect the confidentiality at all times.
v. Subject to Clause 8, Notify the Disclosing Party in writing of any misuse or
misappropriation of the Confidential Information, which may come to the
Receiving Party’s attention.
vi. Conduct security audits for all facilities and systems used in complying with its
obligations under this Agreement and make all of the relevant audit reports
available to the Disclosing Party for review, upon request of the Disclosing
Party. Such audit shall be made at least once in a year during the term of the
Agreement; provided further that this obligation of an yearly audit will not apply
in the event of any security breach. The Receiving Party shall take all remedial
actions for any deficiencies identified by the audit.
vii. Keep detailed, accurate and up-to-date written records regarding processing
and protection of Confidential Information.

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5. Obligation, Liability and Indemnification:

(a) The Receiving Party will defend, indemnify and hold harmless the Disclosing Party
and their respective employees, directors, officers, stockholders, contractors, agents
and licensees from and against any claims, demands, actions, costs, losses,
damages, judgments, penalties, interest and expenses (including attorneys’ fees)
(collectively, "Claims") arising out of or relating, directly or indirectly, to acts or
omissions of the Receiving Party, including without limitation any breach or default of
the obligations of the Receiving Party under this Agreement, including any security
breach by the Receiving Party.

(b) Without prejudice to any other rights or remedies that each party may have, each
Party acknowledges and agrees that damages alone would not be an adequate
remedy for any breach of the terms of this Agreement by the other Party. Accordingly,
each Party shall be entitled to the remedies of injunctions, specific performance or
other equitable relief for any threatened or actual breach of this Agreement.

(c) [Notwithstanding any liability arising from the obligations arising from this Agreement,
the maximum liability of M/S Altoura India Private Limited under this Agreement shall
at all times be limited to INR Nil.

6. Non-Disclosure Terms

The Receiving Party will use Confidential Information only in connection with the Business
Opportunity. Except as provided in this Agreement the Receiving Party will not disclose
Confidential Information to anyone without the Disclosing Party’s prior written consent. The
Receiving Party will take reasonable measures to avoid disclosure, dissemination or unauthorized
use of the Confidential Information. Subject to Clause 4(e), the Receiving Party may disclose
Confidential Information as required to comply with an order of judicial and or government
authorities that have jurisdiction over it or otherwise required by applicable law.

7. Intellectual Property Rights

The parties hereby agree that all intellectual property associated with the Confidential Information
including but not limited to 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) provided to the Receiving Party
is the sole property of Disclosure Party.

8. Notice of Unauthorized use and Breach

The Receiving Party will notify the Disclosing Party promptly upon discovery of any unauthorized
use or disclosure of Confidential Information or any other breach of this Agreement by Receiving
Party immediately, but not later than twenty-four (24) hours after Receiving Party becomes aware
of it. Receiving Party should provide name & contact information of its staff or employee who shall
further serve as primary contact for suspected or occurred breach and shall be made available to
ensure the compliance of the Receiving Party’s obligations in this Agreement. The Receiving

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Party will cooperate with the Disclosing Party to help the Disclosing Party regain secure
possession of such Confidential Information and prevent its further unauthorized use and
disclosure.
9. Miscellaneous

(a) This Agreement constitutes the entire agreement between the Parties relating to the
matters discussed herein and supersedes all prior communications and agreement
between the Parties with respect thereto. This Agreement may be amended, modified
or waived only with the mutual written consent of the Parties hereto. This Agreement
will not be assignable by either Party without the prior written consent of the other
Party, provided that prior written consent will not be required for any assignment by
either Party to its Affiliate.

(b) All notices hereunder will be given in writing, will refer to this Agreement and will be
personally delivered or sent by overnight courier, Electronic mail or registered or
certified mail ( return receipt requested ) to the address set forth below the signature
of the Parties at the end of this agreement.

(c) No variation of this Agreement shall be effective unless it is mutually agreed by the
Parties in writing.

(d) If any term in this Agreement shall be held to be illegal, invalid or unenforceable, in
whole or in part, under any enactment or rule of law, such term or part shall to that
extent be deemed not to form part of this Agreement but the legality, validity or
enforceability of the remainder of this Agreement shall not be affected.

10. Obligation

Nothing herein shall obligate Receiving Party or Disclosing Party to proceed with any transaction
between them and each Party reserves its rights, in its sole discretion, to terminate the
discussions contemplated by this Agreement concerning the Business Opportunity.

11. Warranty

All Confidential Information is provided “AS IS” and neither Party makes any warranties,
expressed, implied or otherwise regarding the accuracy, completeness, or usefulness of any
Confidential Information.

12. Return of Confidential Information

The Receiving Party shall promptly return to the Disclosing Party all Confidential Information that
have been furnished by the Disclosing Party hereunder, along with all copies thereof, after such
Party has concluded its evaluation of the Business Opportunity or the Business Opportunity has
been rejected or concluded.
This Agreement and each Party's obligations shall be binding on the representatives, assigns and
successors of such Party. Each Party has signed this Agreement through its authorized
representative.

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13. Governing Law, Jurisdiction and Dispute Resolution

(a) This Agreement shall be governed by and construed in accordance with the laws of
India. Subject to Clause 13(b), the courts of Bangalore shall have exclusive
jurisdiction in connection with any disputes arising under this Agreement.

(b) Any controversies, conflicts, disputes, or differences between the Parties shall be
resolved by arbitration in Bangalore in accordance with the Arbitration and
Conciliation Act, 1996 for the time being in force, which is deemed to be incorporated
by reference in this Clause. The tribunal shall consist of 1 (One) arbitrator mutually
appointed by the Parties. The language of the arbitration shall be English.

(c) The Parties shall keep the arbitration confidential and not disclose to any person,
other than those necessary to the proceedings, any information, transcripts or award
unless required to do so by law. The decision of the arbitrator shall be final and binding
on the Parties.

Receiving Party Name Disclosing Party Name

By: Finaks Advisory Services Pvt Ltd By: M/S Altoura India Private Limited

Name: Deepak Kaushik Name: Abhishek M

Title: Authorized Signatory Title: Director

Date: 24.08.2021 Date: 24.08.2021

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