Privileged and Confidential

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (hereinafter referred to as “Agreement”) is made and executed on

the [•] day of [month] 2023 (“Execution Date”).

BY AND BETWEEN

369 Slingshot Sports Venture Private Limited, a company incorporated under the provisions of
the Companies Act, /2013, having its Registered Office at 4 th floor, Reyyan Tower 41/1, Church
Street, Bengaluru, Karnataka-560001, (hereinafter referred to as “Slingshot”, which expression
shall unless repugnant to the context or meaning thereof be deemed to mean and include its group
companies, affiliates, legal representatives, successors, and assigns).

AND

[Counterparty], a company incorporated under the provisions of the Companies Act of 2013/1956
vide CIN:[•] and having its registered office at [•] (hereinafter referred to as “•”, which expression
shall unless repugnant to the context or meaning thereof be deemed to mean and include its
affiliates, representatives, successors, and permitted assigns).

Slingshot and [Counterparty] wherever the context so requires be hereinafter individually referred
to as a “Party” and collectively as the “Parties” hereto.

WHEREAS

A. Slingshot is in the business of consulting including brand management and premium high
end consulting and advisory services into sports, media and entertainment

B. [Counterparty] is engaged in the business of [•].

C. The Parties are interested in discussing, negotiating and exploring a potential contractual
relationship and/or transaction and accordingly to govern the disclosure and dissemination
of the proprietary and confidential information carried out in connection herewith in
whatever form, the Parties hereby mutually agree to enter into this Agreement based on the
terms and conditions set out in this Agreement. (“Purpose”).

D. Each Party acknowledges that certain information and discussion provided by the
Disclosing Party (as defined below) in connection with the Purpose before or after the
execution of this Agreement in whatever form, whether oral or written, (whether marked
confidential or not) is of proprietary and confidential nature and agrees not to disseminate,
publish, expose or disclose the existence, terms and conditions of this Agreement or the fact
that discussions are taking place between the Parties with respect to the Purpose, except as
otherwise set out in this Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and
other good and valuable consideration the sufficiency and adequacy of which is hereby
acknowledged by both the Parties, the Parties mutually agree as follows:

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1. DEFINITIONS

1.1 “Authorized Recipients” shall mean and include either Party’s officers, directors,
employees, members, affiliates, accountants, attorneys, financial advisors, consultants, other
agents or representatives and financing sources who are authorized on a need-to-know basis
and to the extent necessary to access the Confidential Information (as defined below) subject
to the terms and conditions of this Agreement.

1.2 “Confidential Information” shall mean and include any and all information and discussions
pertaining to the transaction in any tangible or intangible form including without limitation
trade secrets, intellectual property, software and documentation, existing systems, strategies,
plans for past, present, or future products or services, customer or supplier lists, concepts,
reports, flowcharts, specifications, databases, methods of business development or planning,
commercial relationships and negotiations, the marketing of goods or services (including
customer names and lists, sales targets, statistics,) financial statements and other financial or
commercial information, employees lists and benefits and all other data whether in written,
graphic, oral or electronic media shared, disclosed, disseminated or exchanged by the
Disclosing Party with the Receiving Party before or after the date hereof for the Purpose of
this Agreement, which based on the circumstances of disclosure or the nature of the
information itself, should reasonably be regarded by the Receiving Party as being
proprietary and/ or confidential to the Disclosing Party. Provided it excludes the following
information:

(i) that at the time of disclosure, is generally available in the public domain through no act
or omission by the Receiving Party as a breach of this Agreement, or of any other
confidentiality obligation in the course of the Purpose;
(i) which is in the public domain by the Receiving Party either with the prior written
approval of the Disclosing Party or prior to the disclosure made by the Disclosing Party;
(ii) which was previously known as established by records of the Receiving Party prior to
receipt from the Disclosing Party and in possession of the Receiving Party prior to the
date of this Agreement;
(iii) which is lawfully obtained by the Receiving Party from a third party;
(iv) which is developed subsequently and independently by the Receiving Party without
reference or connection to the Confidential Information provided by the Disclosing
Party; or
(v) which is or becomes available to the Receiving Party by any third party that does not
have corresponding confidentiality obligations and is prior to disclosure by the
Disclosing Party.

1.3 “Disclosing Party” refers to the Party disclosing the Confidential Information to the
Receiving Party in the course of the engagement before or after the execution of this
Agreement, including but not limited to its subsidiaries, affiliates, employees, consultants
and any other personnel;

1.4 “Receiving Party” refers to the Party receiving the Confidential Information from the
Disclosing Party in the course of the engagement before or after the execution of this

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 Privileged and Confidential

Agreement, including but not limited to, the Authorized Recipients, its subsidiaries,
affiliates, employees, consultants and any other personnel.

2. CONFIDENTIALITY OBLIGATIONS

2.1 The Receiving Party agrees that it shall:

(i) use the Confidential Information solely in connection with the Purpose and not for
any purpose other than as authorized and mutually agreed in this Agreement;
(ii) hold and maintain the confidentiality of the Confidential Information with a
reasonable degree of due care not less than that applicable to its own confidential
information; and
(iii) refrain from disclosing the Confidential Information to any third party except to its
duly Authorized Recipients.

2.2 The Receiving Party may disclose Confidential Information, to the extent approved by the
Disclosing Party in writing, as may be required by applicable law, order, rule or regulation
of any court of competent jurisdiction, or any judicial, governmental or regulatory body or
agency or to a duly Authorized Recipient to receive such Confidential Information and
only to the extent of the need-to-know-basis.

3. OWNERSHIP OF CONFIDENTIAL INFORMATION

3.1 The Receiving Party agrees that no license or right is granted to it by the Disclosing Party
in relation to the Disclosing Party’s Confidential Information and that the Disclosing Party
retains all rights, title and interest in the Confidential Information and/or any intellectual
property. It is further agreed that Confidential Information shall be and remain the
property of the Disclosing Party. This Agreement does not grant either Party any expressed
or implied rights to the other Party’s patents, formulations, know-how, trade secrets,
copyrights, trademarks or other intellectual property rights or applications in any manner
therefore.

3.2 Parties agree that this Agreement is only for the share of Confidential Information and
does not in any way impose an obligation on either Party to enter into any further
agreement(s) with the other for any matter arising out of or pertaining hereto.
Furthermore, Parties make no representation that any type of business relation will be
concluded between them. Accordingly, both the Parties agree not to directly or indirectly
contact, deal or transact or otherwise be involved with any corporation, partnership,
proprietorship, trust, individuals, or other entities which have been introduced specifically
by the Disclosing Party to the Receiving Party, which are associated with the transactions
contemplated by the Purpose and connected with the scope of this Agreement, without the
written permission of Slingshot. Further, the [Counterparty] agrees not to directly or
indirectly circumvent, avoid or bypass ITW regarding any business with clients,
corporations, partnerships, proprietorships, trusts, or any other entities introduced by ITW
and/or which are associated with ITW.

3.3 [Counterparty] expressly acknowledges that any and all concepts, ideas, abstracts, plans
including without limitation the taglines, key messaging, brand positioning and

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 Privileged and Confidential

campaigns etc., (each a “Proposition”) are unique and proprietary to Slingshot and further
undertakes that for no reason whether directly or indirectly, except otherwise approved by
Slingshot in writing in its sole discretion of the terms of such use, [the Counterparty] may
use, share or execute such Proposition pursuant to this Agreement, provided Slingshot has
been duly compensated for such use of Proposition by [the Counterparty].

4. INDEMNIFICATION

4.1 Each Party agrees to defend, indemnify and hold harmless the other Party against any and
all claims (including but not limited to claims from a third party), all direct liabilities, costs,
suits, expenses, losses, damages, reasonable attorney fees and expenses, arising in
connection with: (a) breach of the terms and conditions of this Agreement; and/or (b) non-
compliance with the applicable laws. Any claim for indemnity pursuant to this Agreement
shall be made by the Indemnified Party by a notice in writing to the other Party
(“Indemnity Notice”).

4.2 Notwithstanding anything to the contrary, the Parties agree that the Confidential
Information has not been certified by the Disclosing Party or any of its advisers for its
accuracy or completeness and the Disclosing Party makes no representation or warranty as
to the accuracy, completeness or reasonableness of the Confidential Information and no
such representation or warranty shall be implied. The Disclosing Party is not liable to the
Receiving Party or to any person to whom the Receiving Party discloses the Confidential
Information if it is relied on.

5. TERM AND TERMINATION

5.1 This Agreement shall be valid and operative for a period of 1 (One) year or until the
execution of a definitive agreement between both the Parties in connection with the
Purpose herein agreed to (whichever is earlier) (“Term”).

5.2 Subject to the confidentiality obligations contained under clause 2, in the event of a
material breach or non-compliance of any provisions of this Agreement by the Receiving
Party, the Disclosing Party, without prejudice to avail the remedies available under the
applicable law, shall be entitled to terminate the Agreement forthwith by serving a written
notice to this effect.

6. RETURN OF CONFIDENTIAL INFORMATION

6.1 Upon termination or expiry of this Agreement or a written request by the Disclosing Party,
the Receiving Party shall, as soon as reasonably practicable, return or destroy all
Confidential Information held by the Receiving Party in any form and medium, including
any physical or digital copies of such Confidential Information and, upon request, certify
in writing such destruction; provided that the Receiving Party shall be permitted to keep
only one archival copy of the same for record-keeping purposes and shall not be required
to return or destroy any Confidential Information which has been backed up digitally or
electronically as part of its customary practices for archival storage; provided that any such
Confidential Information not returned or destroyed shall remain subject to the
confidentiality obligations in this Agreement. It is agreed between the Parties to this

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 Privileged and Confidential

Agreement that any such copies of Confidential Information retained post termination or
expiry of this contract by either Party or any Authorized Recipients for such purposes as
mentioned above shall not be shared, disseminated or disclosed with any third party at all
times without the prior express written consent of the Disclosing Party.

7. MISCELLANEOUS

7.1 Governing Law: This Agreement shall be governed and constructed in accordance with
the substantive and procedural laws of the Republic of India, without regard to its conflict
of laws and provisions of this Agreement, the courts in Bengaluru shall exclusively have
the jurisdiction to decide it.

7.2 Relationship: The Parties are independent contracting Parties and shall have no power or
authority to assume or create any obligation or responsibility on behalf of each other. This
Agreement shall not be construed to create or imply any partnership, agency or joint
venture, or employer-employee relationship. The Parties make no representation that any
type of business relation will be concluded between the Parties.

7.3 Severability: If any provision of this Agreement becomes or is held to be invalid or

unenforceable, in whole or in part, the validity and effectiveness of the remaining
provisions shall not be affected and shall remain in full force and effect to the fullest extent
permitted by law. In addition, in case any provision of this Agreement is determined to be
enforceable by law only under a reasonable alternate construction/interpretation, then said
provision/s shall be deemed to be construed according to such alternate
construction/interpretation.

7.4 Assignment: Neither Party shall assign any of its rights, obligations, undertakings and
covenants under this Agreement without the prior written consent of the other Party.

7.5 Survival: The provisions of this Agreement with respect to confidentiality obligations and
other clauses which are intended to survive the termination and/or expiration of this
Agreement, shall be in effect for perpetuity.

7.6 Waiver: Any failure to enforce any provision of this Agreement shall not constitute a
waiver thereof or of any other provision hereof. This Agreement may not be amended, nor
any obligation waived, except by in writing signed by both Parties hereto.

7.7 Remedies: The Parties agree that the obligations outlined in this Agreement are necessary
and reasonable to protect the Disclosing Party and its business. The Parties expressly agree
that due to the proprietary nature of the Disclosing Party’s Confidential Information,
monetary damages would be inadequate to compensate the Disclosing Party for any
breach by the Receiving Party of its covenants and undertakings outlined in this
Agreement. Accordingly, the Parties agree and acknowledge that any such violation or
threatened violation shall cause irreparable injury to the Disclosing Party and that, in
addition to any other remedies that may be available, in law, in equity or otherwise, the
Disclosing Party shall be entitled to obtain injunctive relief from any court of competent
jurisdiction, against the threatened breach of this Agreement or the continuation of any
such breach by the Receiving Party, without the necessity of proving actual damages. The

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prevailing Party in any action to enforce this Agreement shall be entitled to costs and fees
(including attorney’s fees and expert witness fees) incurred in connection with such action.

7.8 Counterparts: This Agreement may be executed in counterparts, each of which shall be an
original and all of which together shall constitute one and the same instrument. The Parties
agree and acknowledge that this Agreement may be executed by electronic signature,
which shall be considered as an original signature for all purposes and shall have the same
force and effect as an original signature. The delivery of signed counterparts by electronic
mail in “portable document format” (.pdf) shall be as effective as signing and delivering
the counterparts in person.

7.9 Notices: All notices, requests, consents, and other communications under this Agreement
shall be in writing and shall be delivered via registered courier, or by way of electronic
mail to Slingshot [•] and to [counterparty] at [•]

7.10 Entire Agreement: This Agreement constitutes the entire understanding and agreement
between the Parties relating to the confidential treatment and non-disclosure of
Confidential Information, and supersedes and replaces all prior writings, discussions, and
understandings between the Parties.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date
stated at the beginning above by their duly authorized signatories

For 369 Slingshot Private Limited For [Counterparty]

Name: Mr. Kumar Manoj S. Name:

Designation: Authorized Signatory Designation:

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