NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement (the “Agreement”) is entered into __29 October,
2022_ (the “Effective Date”) by and between ___PawzNDogz Inc.__, referred to as “PawzNDogz”, located
at __104 Tanners Drive, Acton, ON, L7J2Y8, Canada__ and _Swayamjeet Kar of Scale Media located at
_HIG-67, Lumbini Vihar, Chandrasekharpur, Bhubaneswar, Khorda, Odisha, 751021 referred to as the
“Agency”.

1. Confidential Information. The confidential information (“Confidential Information”) includes any

information that is only known by PawzNDogz, and not known by the general public at the time it
is disclosed, whether tangible or intangible, and through whatever means it is disclosed.

Confidential Information does not include information that:

1.1. The Agency lawfully gained before PawzNDogz actually disclosed it;

1.2. Is disclosed to the Agency by a third party who is not bound by a confidentiality
agreement;

1.3. Becomes available to the general public by no fault of the Agency; or

1.4. Is required by law to be disclosed.

2. Use of Confidential Information. During the course of this Agreement, the Agency will have
access to and learn PawzNDogz’ Confidential Information, including trade secrets, sales, industry
knowledge, business plans and other confidential information. The Agency will not share any of
this proprietary information at any time. The Agency also will not use any of this proprietary
information for its personal/business benefit at any time. This section remains in full force and
effect even after termination of the Agency’s relationship by its natural termination or early
termination by either PawzNDogz or the Agency.

3. Non-Disclosure and Non-Use. The Agency will not, directly or indirectly, copy, transmit,
reproduce, translate, adapt, create derivative works from, summarize, quote, modify, make
available, sell or disclose PawzNDogz designs (in part or full, designs obtained from the
PawzNDogz website / social media / samples or similar sources) without any of the consent of
PawzNDogz. The Agency shall not make any use whatsoever of the Confidential Information
 except to the extent necessary for the sample design, development and mass production of the
product(s).

4. Safeguard of Confidential Information. The Agency agrees to exercise the highest degree of care
in safeguarding the Confidential Information of PawzNDogz against loss, theft, destruction or
inadvertent disclosure. The Agency will limit disclosure of the Confidential Information to those
of its employees, who have a need to know it for the Purpose and who are bound by an obligation
of confidentiality similar to that set forth in this Agreement. The Agency shall be responsible for
any breach of this Agreement by such persons.

5. Notices. In the event the Agency loses Confidential Information or inadvertently discloses
Confidential Information, the Agency must notify PawzNDogz within twenty-four (24) hours. The
Agency must also take any and all steps necessary to recover the Confidential Information and
prevent further unauthorized use. The Agency will use its best efforts to enforce the
confidentiality obligations of this Agreement against its Representatives during and after the term
of their engagement.
In the event the Agency is required by law to disclose Confidential Information, the Agency must
notify PawzNDogz of the legal requirement to disclose within three (3) business days of learning
of the requirement.
All notices must be emailed to info@pawzndogz.ca.

6. Ownership of Confidential Information. All Confidential Information shared by PawzNDogz is and

shall continue to be the exclusive property of PawzNDogz. This Agreement is not intended to and
does not grant, expressly or by implication, any right or license to any intellectual property right
or similar proprietary right of any kind that PawzNDogz may possess.

7. Ownership and Title. Nothing in this Agreement will convey a right, title, interest, or license in
the Confidential Information to the Agency. The Confidential Information will remain the
exclusive property of PawzNDogz.

8. Term and Termination. This Agreement shall commence upon the Effective Date as stated above
and continue until 10 years from the Effective Date or an updated Non-Disclosure / Confidentiality
agreement is signed, whichever is earlier.

9. Injunction. The Agency acknowledges and agrees that any breach of this Agreement by the
Agency will cause irreparable harm to PawzNDogz. If the Agency fails to abide by the terms of this
 Agreement, PawzNDogz shall be entitled to an injunction, specific performance or other equitable
relief as well as any equitable accounting of all profits and benefits arising out of any breach of
this Agreement and no bond or other security shall be required from PawzNDogz in connection
therewith. The rights and remedies specified in this Agreement are in addition to, and not in
substitution for, any rights or remedies of PawzNDogz at law or in equity, including the costs of
suit and fees.

10. Binding Nature. This Agreement shall be binding upon and ensure to the benefit of PawzNDogz
and the Agency and their respective successors / managers / customer service representatives
and permitted assigns.

11. Entire Agreement. This Agreement represents the entire agreement and understanding of Agency
hereto with respect to the non-disclosure of the Confidential Information described herein. This
Agreement supersedes all prior written or oral agreements and all negotiations, conversations or
other communications or understandings of the parties hereto with respect to the subject matter
described herein.

12. Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the Province of
Ontario and Canada applicable therein, and PawzNDogz and Agency hereby attorn to the
exclusive jurisdiction of the courts of the Ontario, Canada.

READ, UNDERSTOOD, EXECUTED AND DELIVERED on 22 March, 2023

Name
Signature: ____________
Name: ____________
Designation: ____________
Date: ____________