Confidentiality

And

Non-Disclosure Agreement

Between

Kumaran Systems Pvt Ltd

&

R. Sukumar
MR/MS.

First Party Second Party

THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) dated
as of 19-06-2023 is entered into by and between Kumaran Systems Private Limited, a
Company registered under the Laws of India having its registered office at 715-A, 7th
floor, Suite # 731, Spencer Plaza, Mount Road, Anna Salai, Chennai – 600002, India.
(hereinafter referred to as the “First Party”),
And 13, Kollamavadi, Kattimancode Post,
Kanyakumari District,
MR/MS. R. Sukumar is residing at Tamilnadu - 629801 .
(Hereinafter referred to as the “Second Party”)

WHEREAS the First Party and the Second Party are desirous of evaluating/ considering
the possibility of a business relationship in a certain specified area and in order to
evaluate the proposal properly through several meetings and discussions, certain
valuable and indispensable information may have to be disclosed by either Party to the
other in the form of exchange of data, information of strategic and competitive
significance, financial information, balance sheets, accounts and expenditure, technical
details, product specifications, drawings, prototypes and the intellectual property rights
in such products or drawings, as the case may be.

WHEREAS in order to protect the interest of both the Parties in the process of
negotiations, discussions and even subsequent to the negotiations and discussions this
Confidentiality and Non-Disclosure Agreement is agreed to be entered between the
Parties. Accordingly, both the Parties, either directly or indirectly, agree not to render
any act of commission or omission in whatsoever manner to jeopardize their respective
businesses and competitive edge.
NOW THE FIRST PARTY AND THE SECOND PARTY AGREE AS FOLLOWS:
1. Discloser and Recipient: For their mutual benefit the Parties intend to discuss and
disclose certain information for the purpose of evaluating a possible business
relationship between the parties. Both parties acknowledge that certain

First Party Second Party

 information disclosed by a disclosing party (the “Discloser”) may be confidential and,
if so, must be protected by the receiving party (the “Recipient”).

2. (a) Confidential Information: The term Confidential Information as used herein,

shall mean any information disclosed by the Discloser to the Recipient including but
not limited to, any inventions, disclosures, processes, systems, methods, formulae,
devices, patents, patent applications, trademarks, intellectual properties,
instruments, materials, products, patterns, compilations, programs, techniques,
sequences, designs, research or development activities and plans, specifications,
computer programs, source codes, mask works, costs of production, prices or other
financial data, volume of sales, promotional methods, marketing plans, lists of
names or classes of customers or personnel, lists of suppliers, business plans,
business opportunities, business leads, proposals or financial statements that:
(i) derives independent economic value, actual or potential, for not being generally
known to the public or to other persons or (ii) is the subject of efforts to maintain its
secrecy.

(b) However, Confidential Information shall not include information that:

(i) is now or subsequently becomes generally available to the public through

no wrongful act or omission of the Recipient or anyone to whom the
Recipient disclosed such information;

(ii) the Recipient can demonstrate by its written records to have had
rightfully in its possession prior to disclosure to the Recipient by the
Discloser;

(iii) can be demonstrated by the Recipient’s written records to have been

independently developed by the Recipient without use, directly or
indirectly, of any Confidential Information; or

(iv) the Recipient rightfully obtains from a third party who has the right to
transfer or disclose it.

First Party Second Party

 (c) The Discloser shall designate Confidential Information as such prior to, during or
immediately after disclosure to the Recipient. The Discloser shall mark the
material manifestations of its Confidential Information as being confidential and
proprietary so that the Recipient is aware that its receipt is governed by the
terms of this Agreement. The foregoing notwithstanding, the terms of this
Agreement also pertain to information not so marked if the Discloser informs the
Recipient of the confidential nature or if the Recipient otherwise knows or
should reasonably be expected to know of their confidential nature.

3. Nondisclosure: Except as has been specifically authorized by the Discloser in

writing, the Recipient shall not reproduce, use, distribute, disclose or otherwise
disseminate the Confidential Information and shall not take any action causing, or
fail to take any reasonable action necessary to prevent any Confidential Information
disclosed to the Recipient to lose its character as Confidential Information. The
Recipient shall use the Confidential Information solely for the purpose of evaluating
a potential business relationship between the Recipient and the Discloser. The
Recipient shall not remove Confidential Information from the Discloser or the
location(s) designated by the Discloser except as expressly permitted in writing by
the Discloser. Upon request by the Discloser, the Recipient shall promptly deliver to
the Discloser all Confidential Information and all embodiments thereof then in its
custody, control or possession and shall deliver within five days after such
termination or request a written statement to the Discloser certifying to such action.
Also, if the Recipient has prepared analyses, compilations, studies or other
documents containing Confidential Information, then such analyses, compilations,
studies or other documents shall be owned solely by the Discloser and treated as the
Confidential Information of the Discloser hereunder.

4. Disclosure Pursuant to Legal Action or Government Regulation: If the Recipient is

faced with legal action or a requirement under government regulations to disclose
Confidential Information, the Recipient will notify the Discloser promptly thereof in
writing, and upon request of the Discloser, the Recipient will cooperate with the

First Party Second Party

 Discloser in contesting or complying with such disclosure. It is expressly agreed
between the First Party and the Second Party that neither party shall be liable in
damages for any disclosure pursuant to Legal Action or Government Regulation.

5. Ownership: All Confidential Information and derivations thereof shall remain the
sole and exclusive property of the Discloser and no license or other right to such
Confidential Information is granted or implied hereby to the Recipient. The
Recipient acknowledges that neither the Discloser nor any of the Discloser’s affiliates
makes or has made any express or implied representation or warranty as to the
accuracy or completeness of the Confidential Information, and the Discloser hereby
expressly disclaims any and all liability that may be based on the Confidential
Information, errors therein or omissions thereon. The Recipient agrees and
acknowledges that it may not and will not rely solely on the Confidential Information
in making its decision with respect to furthering or taking a decision about its
relationship with the Discloser.

6. Duties of the Recipient: The Recipient shall limit access to Confidential Information
to those employees or authorized representatives of the Recipient who:

(a) need to know such Confidential Information for the purpose of evaluating a
possible business relationship between the Recipient and the Discloser, and

(b) have signed agreements with the Recipient obligating them to maintain the
Confidential Information under terms and conditions no less onerous than those
provided for herein.

(c) The recipient shall not under any circumstance make use of the confidential
information supplied by the discloser for its own gain or business/competitive
furtherance. Any and all information supplied by the disclosing party to the
receiving party shall be used solely for the purpose for which it was intended.

(d) The Recipient shall inform such employees or authorized representatives of the
confidential nature of Confidential Information and shall take all necessary steps
to ensure that such persons do not violate the terms of this Agreement.

First Party Second Party

7. Non-Solicitation: The Second Party hereby agree that during the currency of
employment with the Company and a period of two (2) years thereafter, neither
directly or indirectly nor through any of their affiliates will they solicit to employ any
of the officers or employees or contractors or associates of the first party, whether
current or formerly employed by the first party, without obtaining the prior written
consent of the first party. Such two-year period shall be calculated from the date of
his or her termination / retirement / leaving the employment, association or services
of the First Party

8. Non-compete: a.) The Second party expressly prohibits its employees or contractors
from joining with the competitor, subsidiaries, and ancillaries or connected by
management. It further prohibits the Second Party from joining the clients of the
first party the currency of employment with the Company and a period of two (2)
years from the date of his or her termination/ resignation / superannuation or any
other mode of cessation with the first party.

b.) The second party expressly prohibited from starting up the same or similar line of
business which may have competing interest of the company for a period of two
years from the date of resigning, termination or cessation of the relationship by any
other mode. The non-compliance of this provision shall entitle the company
preferring injunctive, compensatory and penal remedies.

9. Equitable Relief: Both parties acknowledge that unauthorized disclosure or use of

Confidential Information could cause great or irreparable injury to the Discloser and
that pecuniary compensation would not afford adequate relief or it would be
extremely difficult to ascertain the amount / quantum of compensation which would
afford adequate relief. Therefore, the First Party and the Second Party agree that, in
the event of such unauthorized disclosure or use of Confidential Information, the
Discloser will have the right to seek and to obtain injunctive relief without the

First Party Second Party

 necessity to post a bond or security, in addition to any other rights and remedies it
may have.

10. Default: Any failure, refusal, non-compliance or violation of the confidentiality and
non-disclosure norms stated in this Agreement by the either Party shall be
construed as default and constitute a breach of this Agreement and the trust
reposed by the Discloser on the Recipient. Such default if established by one Party
against the other, then, the Party on default shall compensate the affected Party
with an amount equivalent to the loss of business or quantum of damage as
assessed by the affected Party.

11. Term: The Recipient’s duty to protect the Discloser’s Confidential Information
pursuant to this Agreement shall be for a period of two years commencing from the
date of disclosure of the Confidential Information by the Discloser. Subsequent to
discussions and negotiation talks, if, in the event the First Party and the Second Party
do not form or establish, or decide against forming or establishing a business
relationship still the provisions of this Agreement will be in force and binding on
both the Parties for a period of five years commencing from the last date of such
discussions and negotiation talks. Such last date of discussion or negotiation talk
shall be recorded in writing by both the Parties.

12. Agency: The First Party and the Second Party confirm that this Agreement does not
establish or create any agency or partnership relationship between them.

13. Assignment: Neither party shall assign this Agreement without the prior written
consent of the other party.

14. Modification: This Agreement may be amended or modified only in writing signed
by both the parties.

15. Governing Law & Consent to Jurisdiction: This Agreement shall be governed by and
construed in accordance with the Laws of India. Any dispute not capable of
resolution by mutual discussion or negotiation, or to enforce or interpret any of the
terms of this Agreement, the same shall be referred to a sole Arbitrator and such

First Party Second Party

 arbitration shall be conducted in accordance with Arbitration and Conciliation Act,
1996. The parties agree that the venue for such arbitration shall be in Chennai, India,
and that the parties hereby submit to the jurisdiction and venue of the Arbitrator.

16. Notices: Any notice required or permitted to be issued hereunder shall be in writing
and shall be given by certified mail, postage prepaid, or by courier, to the address
set forth herein.

17. Entire Agreement: This Agreement constitutes the entire agreement between the
parties regarding the subject matters set forth herein and supersedes any and all
prior agreements, representations, and understandings of the parties, whether
written or oral, regarding such matters.

IN WITNESS WHEREOF, the parties hereto have executed this Mutual Confidentiality and Non-Disclosure Agreement

in duplicate with a copy to each party on the date and the year first above written.

Kumaran Systems Pvt. Ltd.

Name: Suriya Kumar V.S Name: MR/MS: R.Sukumar

Signature: Signature:

Title: AVP - HR Title:

Module Leader - Technical
Address: Kumaran Systems Pvt Ltd Address:
13, Kollamavadi,
715-A, 7th floor, Kattimancode Post,
Suite # 731, Spencer Plaza, Kanyakumari,
Mount Road, Anna Salai, Tamilnadu - 629801
Chennai – 600002, India.
Phone: +91-44-28505169

First Party Second Party