NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is made on SOOTY & FRIENDS, a 13 x 11

Episodes Animation Series, by and between:

Party Disclosing Information:

Agam Animation P. Ltd. ("Disclosing Party")
Address:
Agam Animation Private Limited
Temple Towers, 7th floor, Anna Salai, Nandanam, Tamil Nadu, Chennai - 6000035, India

Party Receiving Information:

BMG Group ("Receiving Party")
Address:
BMG Group
Mini Bypass Road, East Hill, Kozhikode, Pin 673010, India

(Collectively referred to herein as "Parties").

1. Purpose:

The Parties wish to explore a business opportunity of mutual interest, in pursuance of which
the Disclosing Party shall give the Recipient access to
content/data/files/samples/designs/specifications from the Disclosing Party's product for
evaluation. Both Parties may discuss various aspects of the services, business operations, and
processes. This Agreement is intended to allow both Parties to have open discussions
regarding Confidential Information while still affording complete protection of the Disclosing
Party’s Confidential Information against disclosure or unauthorized use. The Receiving Party
shall use the Confidential Information only for discussing the purpose and evaluating a
potential business relationship.

2. Definition of Confidential Information:

"Confidential Information" refers to any information which has commercial value and is
either:
I. Technical information, including patent, copyright, trade secret, and other proprietary
information, techniques, sketches, drawings, models, inventions, know-how,
processes, apparatus, equipment, algorithms, software programs, software source
documents, and formulae related to the current, future, and proposed products and
services of the Disclosing Party; or
II. Non-technical information relating to the Disclosing Party’s products, including
without limitation pricing, margins, merchandising plans and strategies, financial
information, accounting data, suppliers, customers, customer lists, purchasing data,
sales and marketing plans, future business plans, and any other information which is
proprietary and confidential to the Disclosing Party.

The following obligations shall not apply to any information which:

a) Is in, or becomes part of, the public domain without violation of this Agreement;
 b) Is independently developed by the Receiving Party prior to any disclosure by the
Disclosing Party;
c) Is approved for release by distinctive written agreement of the Disclosing Party;
d) Is required to be disclosed in order to comply with a judicial order or decree, provided
that the Receiving Party shall use its best efforts to maintain the confidentiality of the
Confidential Information and shall immediately notify the Disclosing Party of such
action.

3. Non-disclosure and Non-use Obligations:

The Receiving Party will maintain in confidence and will not disclose, disseminate, or use
any Confidential Information belonging to the Disclosing Party, whether orally or in written
form. The Receiving Party agrees to treat all Confidential Information with at least the same
degree of care as it accords its own confidential information. The Receiving Party shall
disclose Confidential Information only to its employees who need to know such information
and certifies that such employees have previously signed a copy of this Agreement not to
disclose such Confidential Information to anyone except authorized employees or agents of
the Receiving Party who need access to the Confidential Information solely for the purposes
of carrying out their duties in connection with employment or permitted purposes.

4. No Rights Granted:

Nothing in this Agreement is intended to grant any rights under any patent, copyright, or
other intellectual property of either Party. This Agreement does not grant the Receiving Party
any rights in or to the Confidential Information of the Disclosing Party except the limited
right to review such Confidential Information in connection with the proposed relationship
between the Parties. The Confidential Information shall always remain the property of the
Disclosing Party, and the Receiving Party shall not communicate any information to any third
party in violation of the proprietary rights of the Disclosing Party.

5. Validity & Term:

This Agreement shall be effective on the date of the respective signatures below and shall
expire one year from the date of this Agreement or until this Agreement is expressly
superseded by a subsequent agreement between the Parties, or specifically terminated,
whichever is earlier. Either Party may terminate this Agreement by giving 30 days’ written
notice to the other Party.

6. Survival:
This Agreement shall govern all communications between the Parties. The Receiving Party
understands that its obligations under Paragraph 3 ("Non-disclosure and Non-use
Obligations") shall bind it for a period of one year from the date of disclosure of Confidential
Information and shall survive the termination or earlier determination of this Agreement.
Upon termination of any relationship between the Parties, the Receiving Party will promptly
deliver to the Disclosing Party, without retaining any copies, all documents and other
materials furnished to the Receiving Party by the Disclosing Party.

7. Governing Law:
This Agreement shall be governed by the laws of the Republic of India. Any dispute arising
out of or relating to this Agreement may be instituted and prosecuted in the courts of
competent jurisdiction in the State of Tamil Nadu, India, and the Parties irrevocably submit to
the jurisdiction of said courts.

8. Injunctive Relief:
A breach of any of the promises or agreements contained herein will result in irreparable and
continuing damage to the Disclosing Party, for which there will be no adequate remedy at
law. The Disclosing Party shall be entitled to injunctive relief and/or a decree for specific
performance, and such other relief as may be proper, including monetary damages if
appropriate.

9. Copyright:
Unless otherwise indicated, all content developed for the ownership and exclusive usage of
the first Party by the contractors/employees of the second Party are a copyright of the first
Party. Reproduction, modification, storage in a retrieval system, or retransmission, in any
form or by any means, electronic, mechanical or otherwise, for reasons other than official
use, is strictly prohibited without prior written permission from the first Party.

10. Entire Agreement:

This Agreement constitutes the entire agreement with respect to the Confidential Information
disclosed herein and supersedes all prior or contemporaneous oral or written agreements
concerning such Confidential Information. This Agreement may only be changed by mutual
agreement of the authorized representatives of both Parties in writing.

11. Return of Materials:

Immediately upon the earlier of (i) the written request of the Disclosing Party or (ii) the
termination of this Agreement, the Receiving Party will return to the Disclosing Party all
Confidential Information and all documents or media containing any such Confidential
Information, along with all copies or extracts thereof.

12. Enforcement:
Due to the unique nature of the Disclosing Party’s Confidential Information, there can be no
adequate remedy at law for any breach of obligations hereunder. The Disclosing Party shall
be entitled to appropriate equitable relief in addition to all remedies available under law,
including injunctive relief to enforce the terms of this Agreement. The Receiving Party will
notify the Disclosing Party in writing immediately upon the occurrence of any breach of
which it is aware.

13. Miscellaneous:
This Agreement shall bind and benefit both Parties and their successors and assigns. If any
provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision
shall be limited or eliminated to the minimum extent necessary so that this Agreement shall
otherwise remain in full force and effect. This Agreement supersedes all prior discussions and
writings and constitutes the entire agreement between the Parties with respect to the subject
matter hereof. Any failure to enforce any provision of this Agreement shall not constitute a
waiver thereof. This Agreement may be executed in counterparts, which together shall
constitute one and the same agreement. The Parties waive any right to claim that the courts of
Tamil Nadu, India, are an inconvenient forum.

14. Notice:
All notices or reports permitted or required under this Agreement shall be in writing and
delivered by personal delivery, nationally recognized overnight courier service, facsimile
transmission, or certified or registered mail, return receipt requested. Notices shall be sent to
the addresses set forth at the beginning of this Agreement or such other address as either
Party may specify in writing.

IN WITNESS WHEREOF, both Parties have executed this Agreement in duplicate as of the
date first written below.

SIGNED for and on behalf of:

Party 1:
____________________________________
Authorized Signatory
____________________________________
Print Name
____________________________________
Designation
____________________________________
Date

Party 2:
____________________________________
Authorized Signatory
____________________________________
Print Name
____________________________________
Designation
____________________________________
Date