NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into as of this from 03/10/2024 by and
between:

Trusignal Logistic Pvt. Ltd., having its registered office at 6th, Unit No. 612, DLF Galleria, New Town,
Rajarhat, Kolkata, West Bengal, India, Postal Code: 700156 (hereinafter referred to as the "Disclosing
Party").

And

Industrial Freight Movers, having its principal place of business at Office no-401,4th Floor Steel
Chamber, Broach Street, Masjid Road, Mumba-400009 (hereinafter referred to as the "Receiving
Party").

1. Purpose

The purpose of this Agreement is to protect the confidential information disclosed by the Disclosing
Party to the Receiving Party in connection with the products, services, and future features offered by
the Disclosing Party, including but not limited to:

• Reverse auction bidding system

• Vehicle tracking services (SIM-based, GPS, Fastag)

• Rate engine for managing contractual rates

• ePOD (Electronic Proof of Delivery)

• Mobile applications for transporters

• Any future modules or enhancements such as in-plant logistics, Uberization of trucks, and
other related logistics services (collectively referred to as the “Purpose”).

2. Confidential Information

"Confidential Information" means any non-public information disclosed by the Disclosing Party to the
Receiving Party in connection with the Purpose, including but not limited to:

• Product designs, features, and roadmaps (e.g., bidding portal, rate engine, tracking services)

• Software architecture, code, and platform details

• Business strategies, financials, and pricing models

• Operational processes, logistics data, and performance metrics

• Future product lines such as in-plant logistics management, Uberization of trucks, contractual
rate management systems, and the upcoming rate engine

• Customer lists, supplier details, and partner contracts

• Technical data, algorithms, and analytical insights

• Any other information marked or identified as confidential at the time of disclosure.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

• Use the Confidential Information solely for the Purpose.

• Maintain the confidentiality of the Confidential Information, ensuring it is not disclosed to any
third party without the Disclosing Party's prior written consent.

• Take appropriate measures to protect the confidentiality of the information, at least to the
same degree it protects its own confidential information.

• Restrict access to the Confidential Information to those employees, contractors, or agents

4. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party.

• Was known to the Receiving Party before being disclosed by the Disclosing Party.

• Is lawfully received from a third party without any breach of confidentiality obligations.

• Is independently developed by the Receiving Party without use of the Confidential Information.

5. Term

The confidentiality obligations under this Agreement shall remain in effect for a period of 2 years from
the date of disclosure, or until the Confidential Information no longer qualifies as confidential under
Section 4, whichever occurs first.

6. Return or Destruction of Information

Upon termination of this Agreement or upon the written request of the Disclosing Party, the Receiving
Party shall return or destroy all copies of Confidential Information and certify such destruction.

7. Ownership of Materials/No Warranty

Both the Receiving Party & the disclosing party retain all rights, title and interest to its respective
Confidential Information. No license under any trademark, patent or copyright, or application for same,
which are now or thereafter may be obtained by either of the Parties is either granted or implied by the
disclosure of Confidential Information. Confidential Information is provided “as is” with all faults. In no
event shall either of the parties be liable for the completeness/ accuracy of the Confidential
Information, under this agreement.

8. No Obligation to Disclose
The Disclosing Party is under no obligation to disclose any Confidential Information to the Receiving
Party, nor does this Agreement obligate either party to enter any further business relationship.

9. Remedies

The Receiving Party acknowledges that unauthorized disclosure of the Confidential Information may
cause irreparable harm to the Disclosing Party, for which monetary damages may be inadequate. The
Disclosing Party shall be entitled to seek injunctive relief, in addition to any other legal remedies
available, in the event of a breach or threatened breach of this Agreement.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of
India, without regard to its conflict of law's provisions. The courts of Kolkata shall have exclusive
jurisdiction over any disputes arising under or in connection with this Agreement.

11. Ownership of Intellectual Property: - Any intellectual property conceived or developed during the
course of discussions entered into under this Agreement based upon or arising from Confidential
Information shall be owned by the Trusignal Logistic Pvt. Ltd. holding the rights. Except as expressly
provided herein, no license or right is granted hereby to the Customer, by implication or otherwise, with
respect to or under any patent application, patent, claims of patent or proprietary rights of the Company.

12. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the
Confidential Information and supersedes all prior agreements or understandings, whether written or
oral, relating to the subject matter of this Agreement.

13. Amendments

This Agreement may only be amended in writing, signed by both parties.

13.1 Neither Party may assign any of its rights or obligations under this Agreement without the prior
written consent of the other Party. This Agreement shall be binding upon and inure to the benefit of the
Parties permitted successors and assigns.

13.2 This Agreement may be amended or supplemented only by a letter that is signed by duly authorized
representatives of both Parties.

13.3 No term or provision hereof will be considered waived by either Party, and no breach excused by it,
unless such waiver or consent is in writing signed by an authorized representative of the non-breaching
Party. No consent to, or waiver of, a breach by a Party, whether express or implied, will constitute a
consent to, waiver of, or excuse of any other, different, or subsequent breach.
13.4 If any part of this Agreement is found invalid or unenforceable, that part will be amended to achieve
as nearly as possible the same economic and legal effect as the original provision and the remainder of
this Agreement will remain in full force.

14. Termination

This Agreement may be terminated by either party upon 30 days written notice to the other party.
However, the confidentiality obligations outlined in this Agreement shall survive termination for the
duration specified in Section 5.

IN WITNESS WHEREIN, the parties here to have executed this Non-Disclosure Agreement as of
the date first above written.

Disclosing Party:
Trusignal Logistic Pvt Ltd
Signature: ____________________________
Name: _______________________________
Title: _______________________________
Date: ________________________________

Receiving Party:
Industrial Freight Movers
Signature: ____________________________
Name: _______________________________
Title: _______________________________
Date: ________________________________