Non Disclosure Agreement

This Non Disclosure and Confidentiality Agreement ("Agreement") is entered into by

and between ABC Company, hereinafter known as the "Disclosing Party", and the
undersigned receiving party (the "Receiving Party"), and collectively both parties
known as "Parties".

WHEREAS, the Disclosing Party shall disclose or deliver tangible or intangible

information to the Receiving party that may be considered confidential or proprietary
information;

WHEREAS, the Disclosing Party desires to be assured that the proprietary

information owned by them shall not be disclosed to any third party without their
consent and shall be maintained and protected by the Receiving Party;

NOW, THEREFORE, in consideration of the mutual promises and covenants

included in this agreement, both parties agree as follows:

I. Definition. 
Confidential Information shall refer to any kind of information whether oral or written
made by or provided for by the Disclosing Party to the Receiving Party or vice versa.
It could be written or in oral communication that may refer to any patent, copyright,
trademark, or trade secret. The information under this agreement to be declared or
constituted as Confidential by the Disclosing Party, regardless of whether such
information was provided before or after the date of this Agreement shall be, but not
limited to the following:

1. Marketing and Development Information - This includes plans of the Disclosing

Party about marketing agenda or business developments and may involve costing,
policies, quotes, forecasts, and strategies.

2. Business Operations Information - This refers to any information about the

business operations of the party disclosing the information, including the number of
personnel, the financial activities within, the information on vendors, providers, and
partners that are not openly declared by the Party to the public.

3. Product Information - This refers to all specifications for products produced by

the Disclosing Party as well as the products resulting from or related to work or
projects performed or to be performed for the Disclosing Party or for its clients, or
information about the product during research and development;

4. Manufacturing and Production Processes - This includes identified processes

and systematic creation of product output such as manufacturing or production such
as, but not limited to formulas, technical procedures, methods, techniques,
specifications, including the used devices and equipment, designs, models, or
software files used for manufacturing products. This may likewise refer to Proprietary
Information;

5. Service Information - This refers to information relating to services provided by

the Disclosing Party such as but not limited to manpower scheduling, training, and
maintenance;

6. Intellectual Property - This refers to all information creation of the mind such as
inventions, designs, symbols, names, and images created for commerce, such as but
not limited to logos, computer codes and algorithms both in human-readable and
machine-readable form, reports, technical designs, database structure, charts, and
other document design specifications, including music which may be subject to
copyright.
7. Technology - This refers to all technical and scientific information and materials
produced from formulation made by the Disclosing Party and by which information
has not been publicly used, including to use of any machine, appliance, or
components, including the documented scientific process.

8. Accounting Information - This includes all financial reports, worksheets, balance

sheets, undisclosed assets and liabilities, inventories, payroll, and any other
information that may relate to a financial activity and by which information is not
disclosed or that such disclosure has not been consented by the Disclosing Party. 
Confidential Information may likewise include any information disclosed by any
party to the Disclosing Party that is protected by a non-disclosure agreement and by
which has been accidentally, incidentally, or acquired by the Receiving Party whether
directly or indirectly.

II. Obligations. 
The Receiving Party, upon acquiring the confidential information shall hold in trust
and confidence the information possessed by said party and shall not disclose it to any
other party or use it for its own benefit or any other without the consent of the
Disclosing Party. 

The Receiving Party may not disassemble, decompile, or reverse engineer products,
prototypes, source codes, software, or any other objects that have been shared or
provided for by Disclosing Party's that may contain Confidential Information and that
are provided to the Receiving Party for purposes under this agreement.

The Receiving Party shall not likewise make copies, of said information unless
consent has been given by the Disclosing Party.

This clause shall survive and continue during and after the expiration or termination
of this Agreement.

III. Exclusions From Confidential Information. 

The Receiving Party shall not need the consent of the Disclosing Party to share,
disclose, or copy the Confidential Information in cases where:

1. The Confidential Information, at the time of disclosure, such information is already

publicly known;

2. Information received by the Receiving Party has already been known by the
Receiving Party prior to its disclosure;

3. The Confidential Information has been obtained by Receiving Party rightfully from
any other party other than the Disclosing Party and without reason to believe that the
third party is under any obligation or has an agreement with the Disclosing Party;

4. The Confidential Information was developed by Recipient without reference or

dependence to the Disclosing Party's Confidential Information.

IV. Non-Compete. 
During the effectivity and within Two (2) years after the expiration of this agreement,
the Receiving Party understands and agrees to not be involved directly or indirectly,
in activities that are in competition with the Disclosing Party.
V. Return of Confidential Information. 
Upon termination of this Agreement and/or upon request of the Disclosing Party, all
Confidential Information disclosed under this Agreement shall be returned to the
Disclosing Party. Physical records, or any hardcopy material, print media, or any
other physical materials containing Confidential Information shall be delivered or
return to the Disclosing Party. Digital records shall be deleted and no copies shall be
retained by the Receiving Party.

In case of impossibility of the delivery of Confidential Information by the Receiving

Party to the Disclosing Party, the parties may unanimously elect for the destruction of
any records, documents, whether physical or digital containing the Confidential
Information.

In case of destruction of Confidential Information, destruction shall be certified in

writing to the Disclosing Party after the destruction of such Confidential Information
before the presence of a duly authorized representative of the Disclosing Party
and/or by one of Recipient’s duly authorized officers.

VI. Ownership. 
This Non Disclosure Agreement is not transferable. The written content of both
parties is needed in order to transfer this Agreement.

The Parties acknowledges that each party shall maintain its exclusive ownership over
its own Confidential Information except as otherwise falling under the found in the
Exclusions from Confidential Information clause. 

Neither party may obtain rights whatsoever, by license or otherwise, in the other
party's Confidential Information unless otherwise with consent provided for by the
other party. Any recommendation of any information made by the Receiving Party to
the Disclosing Party that shall be incorporated to the Confidential Information of the
Disclosing Party shall form part of the Disclosing party's Confidential Information.

VII. Assignment.
Neither party may assign or delegate any of its rights, or delegate any of its
obligations hereunder, without the prior written consent of the other party. 

VIII. General. 
All additions or modifications to this Agreement must be made in writing and signed
by both parties. The effectivity date of this Agreement is the same as the execution
date.

IX. Warranties.
The Disclosing Party makes no representation or warranties whatsoever to the
Receiving Party as to the accuracy, completeness, or performance of any such
Confidential Information. No party shall become liable for the use of the Confidential
Information. 

X. Injunctive Relief.
The Parties agree that in the event of any breach due to careless handling of the
Confidential Information, the aggrieved party shall be entitled to seek injunctive relief
for the protection of such party from incurring further damage or which may result to
an irreparable injury.

XI. Counterparts.
The Parties may execute this agreement in multiple counterparts, each of which is an
original but all of which shall constitute one and the same instrument.
XII. Entire Agreement.
This Agreement is understood to be the complete agreement of the parties hereto and
shall supersede any prior agreements and discussions relating to the subject matter
hereof. Any amendments, modifications, or alterations made in this agreement shall
require the affirmation by both parties to this Agreement and signed by said parties
hereto.

XIII. Separability Clause.

Should any of the provisions hereto be held invalid by any competent court, such
invalidity shall affect only the said provision and the remaining provisions
shall continue to be valid and enforceable.

XIV. Governing Laws. 

This Agreement shall be governed and construed in accordance with the laws of the
India, to the exclusion of other state laws and without any regard to its conflicts of
laws provisions.

Any disputes arising from in this agreement shall be filed with courts of the India.

Each party hereby consents to the jurisdiction of said courts and waives any objection
which they may have at any time to the jurisdiction of such courts, the laying of venue
in such courts or the convenience of the forum.

Others:
1. Payment Terms: Revenue will be from Billing. Either 10% for AR followup or
15% for complete end to end process.

2. The Disclosing Party should not exercise same business outside our scope during
the contract period

3. The Disclosing Party should not use our Client’s & Shareholder’s Business details
for next 2 years from the end of the contract period. Any such activity will be charged
Penalty as per Governing Laws stated above in the contract