MEMORANDUM OF UNDERSTANDING

This MOU is made and entered into on 30th day of November, 2023

BETWEEN

Nirwana Micro Systems, having its registered office Shed No.8, Mezzanine floor, Wazirpur industrial
Area New Delhi -110052, India and Corporate Address- C-604 , Ithum Business park Tower C Sector
62 Noida -201309 Uttar Pradesh India.

AND

P N Kanswal & Vinod Kumar Dobriyal (hereinafter referred As Purnanand Kanswal Vinod Kumar
Dobriyal ) having their office , P N Kanswal A-105 MIG Flat Sector - 105 , Noida, Gautam Budha
Nagar Noida UP , Vinod Kumar Dobriyal ,50-C, Pocket-III, Mayur Vihar Phase-I, Delhi-
110091.hereinafter, be collectively referred to as the “Parties” and individually as “Party”.

Whereas Nirwana Micro Systems, agreed to appoint Mr to P N Kanswal & Vinod kumar Dobriyal
as Principal consultants with effect from………..

Nirwana Micro Systems, have all Necessary licences from Government & provide all services /
facilities to P N Kanswal & Vinod kumar Dobriyal for Securing business for Nirwana Micro Systems.

It is now duly communicated and hereby agreed by and between the parties as follows:

1. NATURE AND SCOPE

WHEREAS Nirwana Micro Systems is engaged in the business of Nirwana product / licenses and
providing professional services using Nirwana Products and solutions.

WHEREAS P N Kanswal & Vinod kumar Dobriyal are interested doing business with Nirwana to
generate business & revenue from professional Services of Nirwana products and solutions.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the
parties agree as follows:

Revenue Streams.:

The revenue streams for this Agreement shall include revenue generated from the sale of Nirwana
professional Services & revenue generated from professional services provided Nirwana products
and solutions.

Revenue Sharing.

The revenue generated from the Product & Professional Services of Nirwana shall be shared equally
between Company and Partner, after the deduction of all expenses, including human resource

The revenue sharing shall be done on a basis of Projects , and each party shall be responsible for
their own taxes.
Sales and Marketing.

Nirwana and P N Kanswal & Vinod Kumar Dobriyal shall collaborate to develop sales and marketing
strategies to promote the sale of Nirwana product licenses and professional services. The parties
agree to use commercially reasonable efforts to maximize revenue and profits.

Confidentiality.

The parties agree to keep confidential all information exchanged between them in relation to this
Agreement and not to disclose it to any third party

without the prior written consent of the other party. This obligation shall survive the termination of
this Agreement for a period of Two (2) years.

Term and Termination.

This Agreement shall remain in effect for a period of Two (2) years from the date of signing. A
Written notice of thirty (30) days prior to the intended date of termination. Upon termination. This
Agreement constitutes the entire understanding between the parties and supersedes all prior
negotiations, understandings, and agreements between them, whether written or oral.

1. OBJECTIVES

1.1 Establishment IT professional services Solution for Nirwana in India.

1.2 Establishment of another line of business under P N Knaswal & vinod Dobriyal leadership.

1.3 Getting necessary MoU from State / State Government establishments.

2. INSTITUTIONAL ARRANGEMENT

2.1 A separate agreement between the two parties, if necessary, shall be made with the details of
implementation including financial considerations. Nothing contained herein shall be construed to
obligate either Party to enter into any further agreements with each other.

2.2 shall appoint one member of its senior staff as a Nodal officer as a single contact point. Nirwana
shall also appoint a senior Person as the contact person. They would liaison on behalf of the parties
to give effect to the purposes of this MoU.

2.3 The Schedule of work shall be planned through mutual consultations with the consent of
appropriate contact person of both parties.

2.4 P N Kanswal & Vinod Kumar Dobriyal can use the logo, trade name and other related
materials of Nirwana for the promotion of project developed jointly within the scope of this MoU.

2.5. Proper I Cards & Visiting Cards will be provided by Nirwana in the name of Mr P N Kanswal &
Vinod Kumar Dobriyal for visiting in Central Govt & state Govt offices

3. CONFIDENTIALITY

P N Kanswal & Vinod Kumar Dobriyal shall enter into a non-disclosure agreement if and when
dealing with confidential information.

4. NON-EXCLUSIVITY
The relationship of the Parties under this MOU shall be exclusive and both Parties,

5. INTELLECTUAL PROPERTY

No rights of any kind whatsoever in any invention, copyright,trade secret, or any other form of
intellectual property (collectively defined as “IP”) are granted or transferred under this MOU. Any IP
exchanged pursuant to this MOU shall be governed by the terms of a separate written agreement
between the parties.

6. TERMS AND TERMINATION

This MOU, unless extended by mutual written agreement of the Parties, shall expire 2 (Two) years
after the Effective Date.

This MOU may be amended or terminated earlier by mutual written agreement of the Parties at any
time. Either party shall have the right to unilaterally terminate this MOU, upon 30 days prior written
notice to the other party.

RELATIONSHIP

Both the parties will have cordial relationship and all the necessary help to each other for securing
business for Nirwana Micro Systems. In case of Joint venture & collaboration, A Party shall not
quote the other Party’s name or reproduce its logo in any form or medium without prior written.

8. ASSIGNMENT

It is understood by the Parties herein that this MOU is based on the professional competence and
expertise of each party and hence neither Party shall transfer or assign this MOU, or rights or
obligations arising hereunder, either wholly or in part, to any third party.

9. SIGNED IN DUPLICATE

This MOU is executed in letter head of Nirwana in duplicate with each copy being an original version
of the MOU and having equal legal validity.

10. GOVERNING LAW & DISPUTE RESOLUTION

This MOU shall be governed by the laws of India. Any dispute Arising out of or in connection with
this MOU shall be Mutually resolved. In case such resolution is not possible, the dispute shall be
finally settled through arbitration by a sole arbitrator mutually appointed by the Parties as per the
provisions of the Arbitration and Conciliation Act (India), 1996,as amended from time to time. The
arbitration proceedings BY SIGNING BELOW, the parties, acting by their duly

authorized officers, have caused this Memorandum of Understanding to be executed, effective as of

the day and year first above written.

11. FORCE MAJEURE

Neither Party shall be held responsible for non-fulfilment of their respective obligations under this
MoU due to the exigency of one or more of the force majeure events such as but not limited to acts
of God, War, Flood, Earthquake, Strikes, lockouts, Epidemics, Riots, Civil Commotions, etc., provided
on the occurrence and cessation of any such event, the affected party thereby shall give a notice in
writing to the other party within one month of such occurrence or cessation. If the force majeure
conditions continue beyond six (6) months, the parties shall jointly decide about the future course of
action.

Signed and sealed on this day of 30 th Nov 2023 at New Delhi India.

On Behalf of Nirwana Micro Systems

P N Kansawal & Vinod Kumar Dobriyal

Witness 1

Witness 2