NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT

This NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT (‘Agreement’ or ‘NDA’) is made by and

between: XXXXXXXXXXXXXXX a company incorporated under the Companies Act, 2013 and having
its registered office at XXXXXXXXXXXXXXXXXXXXXXX here in after referred to as “Company” (which
expression shall unless excluded by or repugnant to the subject or context be deemed to include its
group companies, subsidiaries, affiliates and successors and assigns) of the ONE PART; AND

Mr./Ms.____________________________________________,

S/o or D/o or
W/o_____________________________________________________________________________,
residing at
__________________________________________________________________________________
__________________________________________________________________________________
_________________________________________________, here in after called the "Employee" of
the OTHER PART,

This NDA shall be effective from the date of the Employee’s joining
____________________________________

WHEREAS Company has been incorporated to carry on businesses in the development of software
and software products, mobile platform and applications advertisements, stock footage and any
other photography and (or) videography projects to global customers;

AND WHEREAS the Employee is employed as a _________________________________ in Company;

AND WHEREAS for achieving its objectives, it is essential for Company that any information related
to it is business or of its clients’ or in any way concerning it, be treated as proprietary and kept
strictly confidential by any party to whom such information is disclosed or made known;

AND WHEREAS in order to maintain the confidentiality of its proprietary and Confidential
Information (more specifically defined below) the Company requires that the Employee shall enter
into a NDA with the Company;
AND WHEREAS the Employee acknowledges that such Confidential Information is valuable to the
Company and agrees that the same shall be kept confidential and non-circumvented and not to
pass-off by the Employee;

NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:

Article 1: Confidential Information

1.1 The term "Confidential Information" shall mean all proprietary information (including but
not limited to trade secrets, processes, structures, formulae, code, data and know-how,
improvements, Inventions (defined below), product concepts, project details/concepts, project
plans, inventions, all business and research & development data such as validation reports,
standardization techniques, analytical results, chemical structures, codes, product databases,
customer lists, customer databases, technical information, test reports, project reports, manuals,
research plans, developmental plans, projects in pipeline, active ingredients, design information,
performance and production standards, trade secrets, pricing information, copyrighted material,
correspondence, Intellectual Property (defined below) and any and all other proprietary, sensitive
and confidential information including any other technical and business information and strategies
like marketing plans, strategies, forecasts, customer lists of the Company or any of its group
company’s or their clients and information about the Company's or any of its group company’s
employees and/or consultants and/or clients (including without limitation the compensation, job
responsibility and job performance of such employees and/or consultants and/or the client’s project
details, project plans, other technical and business or proprietary or confidential information),
received by the EMPLOYEE during the term of his/her employment with Company, whether or not
identified either in writing or orally as "Confidential" at the time of its disclosure (‘Confidential
Information’).

1.2 Use of Confidential Information:

1.2.1 The Employee shall hold in trust and confidence for Company all Confidential Information
and agrees not to disclose such information to any third party anywhere in the world or use such
information for any purpose other than that for which such information has been disclosed to the
Employee by Company during the term of the Employee’s employment and at any time thereafter.
The Employee shall not make any copies of such Confidential Information of Company unless the
same are required for performance of Employee’s employment with Company and/or as approved
by Company.

1.2.2 The Employee agrees that all Confidential Information disclosed by Company shall remain
the property of Company or of its group company or their client and shall not be at any time
disclosed or used by the Employee except as expressly authorized by this Agreement or for
authorised purpose(s) by Company.
1.2.3 The Employee agrees to safeguard the disclosed Confidential Information by using
reasonable efforts, consistent with those used in the protection of his/her own confidential /
proprietary information of a similar nature, to prevent its disclosure to others.

Article 2: Intellectual Property 2

For the purpose of this Agreement, the term “Intellectual Property” means and includes letters
patents, trademarks whether registered or unregistered, registered or unregistered copyrights,
registered or unregistered designs utility models, discoveries, improvements upon or additions to an
invention, confidential information, know-how, trade secrets, investment models, financial models
and structures, financial strategies, property designs, property structures, property development
models, property designs and any research effort relating to any of the above mentioned business
names whether registrable or not and any similar rights in any part of the world.

2.1 If at any time in the course of the Employee’s employment with the Company, the Employee
make or discover or participate in the making or discovery of any Intellectual Property relating to the
Company or any of its clients or affiliates or if the same is capable of being used in the business of
the Company or any of its clients or affiliates, the Employee shall immediately disclose full details of
such Intellectual Property to the Company and hereby vest all of such rights in the same to the
Company.

2.2 The Employee hereby waives all rights and claims, whatsoever available anywhere in the world,
towards such invention, discovery, improvements, or modifications or the resultant product, data,
result , Intellectual Property and hereby without any further conditions assigns all the proprietary
rights, if any, on the same to the Company and agrees that the Company is the sole owner of such
invention, discovery, improvements, or modifications or the resultant product, data, Intellectual
Property and or result of the work done by the Employee in the course of his/her employment with
the Company.

2.3 All rights and obligations under this Clause in respect of Intellectual Property made or discovered
by the Employee during his/her employment shall continue in full and stay in force after the
termination of his/her employment and shall be binding upon the Employee’s personal
representatives and legal hires and shall at all times remain the exclusive property of the Company.

2.4 The Employee shall maintain and furnish to the Company complete and current records of all
such inventions and Intellectual Property and disclose to the Company in writing any such inventions
and Intellectual Property and shall all the time cooperate with the company in obtaining the
necessary legal protection of the same or in enforcing the same at the costs and expenses of the
company.
2.5 Prior to leaving Company, the Employee agrees to transfer/ return all the Confidential
Information/Intellectual Property and all work product, invention and all proprietary rights thereof
in his/her possession including all copies, translations, conversions, modifications and derivations
thereof, whether created or contributed by the Employee during the period of the Employee’s
employment with Company or using its equipment, supplies, materials, facilities or Confidential
Information and if required by the Company, will cooperate with the Company or with its client in
obtaining the all available statutory protection thereof and to defend any opposition proceedings in
respect of such applications/Intellectual Property and any opposition proceedings or petitions or
applications for revocation of such Intellectual Property or other analogous protection.

Article 3: Non-Competition

3.1 Any Confidential Information coming to the knowledge of the Employee or by virtue of his
employment or course of his employment in Company is strictly confidential and the Employee shall
not directly or indirectly associate himself with third party to compete in any way anywhere in the
world, with the same or with the concepts, products, services and intellectual properties of
Company and the Employee shall not otherwise engage in a similar business as Company during the
term of this Agreement and thereafter.

3.2 The Employee agrees not to copy or reverse engineer, circumvent, or attempt to derive the
composition or underlying information of such proprietary and Confidential Information at any time
during the term of this Agreement and thereafter.

Article 4: Non-Solicitation

In consideration of the amounts to be paid to Employee by the Company and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, if Employee’s
employment with Company or any of its affiliates or subsidiaries terminates for any reason (other
than death), for a period of five (5) years beyond the Termination Date. Employee shall not directly
or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company,
partnership, business, group, venture, or other entity (each, a “Person”) employ or solicit any person
who is the employee of the Company or its group company or client or the clients of the Company or
its group companies or soliciting or selling services in competition with services that Company or its
affiliates or group company, offers or plans to offer or causing any such customers to refrain from
doing business with or patronizing company an affiliate or a subsidiary.

Article 5: Measures to Prevent Disclosure

5.1 The Employee shall take all necessary measures to prevent any disclosure of the Confidential
Information and that he/she shall not disclose any Confidential Information to any third party
anywhere in the world without obtaining the prior written consent from Company or from its
authorized representatives.

5.2 The Employee warrants and represents that it shall hold the Confidential Information
securely and, that unless otherwise authorized in writing, the Employee shall not disclose any
Confidential Information to any third party at anytime and anywhere in the world.

5.3 The Employee shall return to Company all Confidential Information of Company including all
copies, translations, conversions, modifications and derivations thereof, upon completion of Article
the need for the same or on expiry or termination/resignation of the Employee.

6: Disclosure of Inventions

The Employee agrees that all the rights to the intellectual property rights including but not limited to
trade mark, copyright, patents, design and know- how in connection with the Confidential
Information or work products or Inventions are and shall remain the exclusive property of the
Company including but not limited to the right for making application for statutory protection.

Hence, the Employee will agrees to promptly disclose to Company, or any persons designated by it,
all improvements, inventions, designs, ideas, works of authorship, copyrightable works, all
proprietary rights and intellectual property rights on work products, discoveries, trademarks,
copyrights, trade secrets, formulae, processes, techniques, research result, know-how, and data,
whether or not patentable, made or conceived or reduced to practice or learned by the Employee,
either alone or jointly with others, during the period of employment (whether or not during normal
working hours) that are related to or useful in the actual or anticipated business of Company or its
group company or their client, or result from tasks assigned to the Employee by Company or by its
group company or result from use of premises or equipment owned, leased, or contracted for by
Company (all said improvements, inventions, designs, ideas, works of authorship, copyrightable
works,, work products, discoveries, trademarks, copyrights, trade secrets, formulae, code, research
result or processes, techniques, know-how, and data shall be collectively hereinafter called
“Inventions”).

Article 7: No Breach of Duty

Employee represents that his or her performance of all the terms of this Agreement and as an
employee of the Company does not, and to the best of his or her present knowledge and belief will
not, breach any agreement or duty to keep in confidence Proprietary Information acquired by
Employee in confidence or in trust prior to his or her employment by the Company. Employee has
not entered into, and Employee agrees that Employee will not enter into any agreement either
written or oral in conflict herewith.
Article 8: No Prior Employer or third party Property

Employee understands, as part of the consideration for the offer of employment extended to him or
her by the Company and of his or her employment or continued employment by the Company, that
Employee may not bring and must not bring with him or her to the Company or use in the
performance of his or her responsibilities at the Company any materials or documents of a former
employer or any such third party that are not generally available to the public, unless Employee or
the Company has obtained written authorization, at his or her own expenses, from the former
employer or from such third party for their possession and use.

Article 9: Entire Agreement

This Agreement along with the terms and conditions of the Employee’s employment constitutes the
sole and entire agreement between the parties relating to the subject matter and supersedes all
prior agreements or understandings, expressed or implied, between the parties hereto.

Article 10: Exceptions

Company agrees that the obligations in Article 1 shall not apply with respect to information that

10.1 It was in the possession of the Employee or known by him/her prior to receipt from
Company, or

10.2 It was rightfully disclosed to the Employee by another person without restriction, or

10.3 It was independently developed by the Employee outside the course of his employment with
the Company or without access to the Company’s Confidential Information, or

10.4 It is required to be disclosed pursuant to any statutory or regulatory authority or court

order, provided the Employee has given Company prompt notice of such requirement and the
opportunity to contest it.
Article 11: Notices

All notices and other communications required or permitted to be given under this Agreement shall
be in writing and shall be deemed to have been duly given if delivered personally or sent by certified
mail, return receipt requested, first-class postage prepaid, to the parties to this Agreement at the
above mentioned addresses or to such other address as either party to this Agreement shall have
last designated by notice to the other party. All such notices and communications shall be deemed
to have received on the earlier of the date of receipt or the third business day after the date of
mailing thereof.

Article 12: Modification

No modification or amendment of any of the provisions of this Agreement shall be binding unless it
is in writing and mutually agreed.

Article 13: Applicable Law and Jurisdiction

This Agreement shall be governed according to the substantive laws in India. The Courts at
Hyderabad shall have exclusive jurisdiction.

Article 14: Severability

In the event any provisions of this agreement shall be determined to be invalid or unenforceable
under applicable law, all other provisions shall continue to be in full force and effect, unless such
invalidity or Enforceability causes substantial deviation from the underlying intent of the parties
expressed in this agreement.

Article 15: Enforcement

15.1. The Employee acknowledges that any breach or threatened breach of this Agreement shall
cause Company irreparable harm and Company shall be entitled to take action / institute
proceedings in any jurisdiction in the world with any authorities against the Employee and to
enforce any damages, claim etc. that Company may have against the Employee.

15.2 Without limitation to Company ’s rights set forth above, any dispute arising out of or in
connection with this Agreement which cannot be resolved by the parties acting in good faith, shall
be finally settled and determined, by arbitration in accordance with the Arbitration and Conciliation
Act, 1996. The venue of arbitration shall be Hyderabad only.
IN WITNESS WHEREOF the parties hereto have, themselves or through their duly authorized
representatives, set and subscribed their respective hands the day, month and year first above
written.

For XXXXXXXXXXXXXX (The Company)

__________________________________

(Authorized signatory name and signature with company seal)

I, _________________________________, S/o or D/o or W/o

_______________________________________, hereby accept all the terms and conditions of this
agreement. I also hereby agree and promise to abide with all the rules, regulations and Company’s
Policies as applicable, enforced, amended or altered or notified from time to time during the course
of my employment with the Company.

__________________________________________________ [Employee Name]

__________________________________________________[Employee Signature]

Witnesses:

1) _______________________________ 2) ______________________________