MUTUAL NON-DISCLOSURE AGREEMENT

This MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”) is entered into as of 30th July, 2018 (the “Effective Date”), by and between Renovite
Technologies, Inc., a California corporation (“Renovite”]”) with its principal place of business located at 39785 Paseo Padre Parkway Fremont,
California 94538, and Vortex Engineering Private Ltd (“Company”) having its principal office at No 6B, 6th Floor, IIT Madras Research Park,
No.1. Kanagam Road, Taramani Chennai 600 113, Tamil Nadu, India to protect the confidentiality of certain confidential information of Renovite
and of Vortex Engineering Private Ltd to be disclosed under this Agreement solely for use in evaluating or pursuing a business relationship
between the parties (the “Purpose”). Renovite and Company may be referred to herein individually as a “party” and collectively as the
“parties.”
1. As used herein, “Confidential Information” of a party, subject to (c) was in the Receiving Party’s possession free of any
Section 2, will mean any and all technical and non-technical obligation of confidence at the time it was disclosed to the Receiving
information disclosed by such party (the “Disclosing Party”) to the Party;
other party (the “Receiving Party”), which may include without (d) was lawfully communicated to the Receiving Party by a third
limitation: (a) patent and patent applications; (b) trade secrets; party free of any obligation of confidence subsequent to the time it
(c) algorithms, concepts, drawings, formulae, ideas, inventions, know- was disclosed to the Receiving Party;
how, models, processes, software programs (whether in object or
(e) was developed by employees or agents of the Receiving
source form), techniques, works of authorship, and proprietary and
Party independently of and without reference to any information
confidential information, related to the current, future, and proposed
communicated to the Receiving Party by the Disclosing Party; or
products, services and technology of the Disclosing Party, such as, but
not limited to, information concerning research, experimental work, (f) with respect to Confidential Information other than
development, design details and specifications, technology, software programs, was not legended as Confidential Information of
engineering, financial information, procurement requirements, the Disclosing Party and if disclosed orally or visually, was not
purchasing, manufacturing, customer lists, investors, employees, identified as Confidential Information of the Disclosing Party at the
business and contractual relationships, business forecasts, sales and time of such disclosure and followed by a writing within thirty (30)
merchandising, and marketing plans; or (d) all other information that days of such disclosure.
the Receiving Party knew, or reasonably should have known, was the 5. Notwithstanding the above, the Receiving Party may disclose
Confidential Information of the Disclosing Party. certain Confidential Information of the Disclosing Party, without
2. Confidential Information embodied in tangible material will be violating the obligations of this Agreement, to the extent such
labeled as “Confidential” or bear a similar legend, or if disclosed orally disclosure is required by a valid order of a court or other
or visually, it will be identified as such at the time of disclosure and be governmental body having jurisdiction, provided that the Receiving
confirmed in a writing as such to the Receiving Party within thirty (30) Party provides the Disclosing Party with reasonable prior written
days of such disclosure including therein a brief description of the notice of such disclosure and makes a reasonable effort to obtain, or
Confidential Information disclosed. Notwithstanding the foregoing, to assist the Disclosing Party in obtaining, a protective order
software programs furnished in any form, and whether or not preventing or limiting the disclosure and/or requiring that the
identified or labeled "Confidential" or with a similar legend, shall be Confidential Information so disclosed be used only for the purposes
deemed Confidential Information. for which the law or regulation required, or for which the order was
issued.
3. Subject to Section 4, the Receiving Party agrees that at all times
and notwithstanding any termination or expiration of this Agreement 6. The Receiving Party will immediately notify the Disclosing Party
it will hold in strict confidence and not disclose to any third party any upon discovery of any loss or unauthorized disclosure of the
Confidential Information of the Disclosing Party, except as approved Confidential Information of the Disclosing Party.
in writing by the Disclosing Party, and will use the Confidential 7. Upon termination or expiration of this Agreement, or upon
Information of the Disclosing Party for no purpose other than the written request of the Disclosing Party, the Receiving Party will
Purpose. The Receiving Party will also protect such Confidential promptly return to the Disclosing Party or destroy all documents and
Information with at least the same degree of care that the Receiving other tangible materials representing the Disclosing Party’s
Party uses to protect its own Confidential Information, but in no case, Confidential Information and all copies thereof.
less than reasonable care. The Receiving Party will limit access to the 8. Confidential Information is and shall remain the sole property of
Confidential Information of the Disclosing Party to only those of the
the Disclosing Party. The Receiving Party recognizes and agrees that
Receiving Party’s employees or authorized representatives having a
nothing contained in this Agreement will be construed as granting any
need to know and who have signed confidentiality agreements property rights, by license or otherwise, to any Confidential
containing, or are otherwise bound by, confidentiality obligations at Information of the Disclosing Party, or to any invention or any patent,
least as restrictive as those contained herein.
copyright, trademark, or other intellectual property right that has
4. The Receiving Party will not have any obligations under this issued or that may issue, based on such Confidential Information.
Agreement with respect to a specific portion of the Confidential Neither Receiving Party will make, have made, use or sell for any
Information of the Disclosing Party if such Receiving Party can purpose any product or other item using, incorporating or derived
demonstrate with competent evidence that such portion of from any Confidential Information of the Disclosing Party. Neither
Confidential Information: this Agreement nor the disclosure of any Confidential Information
(a) was in the public domain at the time it was disclosed to the hereunder shall result in any obligation on the part of either party to
Receiving Party; enter into any further agreement with the other, or license any
products or services to or from the other party, or to require either
(b) entered the public domain subsequent to the time it was
party to disclose any particular Confidential Information. Nothing in
disclosed to the Receiving Party, through no fault of the Receiving
this Agreement creates or shall be deemed to create any
Party;
employment, joint venture, or agency between the parties.

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9. The Receiving Party will not reproduce the Confidential 14. If any provision of this Agreement is found by a proper authority
Information of the Disclosing Party in any form except as required to to be unenforceable or invalid, such unenforceability or invalidity will
accomplish the intent of this Agreement. Any reproduction by a not render this Agreement unenforceable or invalid as a whole and, in
Receiving Party of any Confidential Information of the Disclosing Party such event, such provision will be changed and interpreted so as to
will remain the property of the Disclosing Party and will contain any best accomplish the objectives of such unenforceable or invalid
and all confidential or proprietary notices or legends that appear on provision within the limits of applicable law or applicable court
the original, unless otherwise authorized in writing by the Disclosing decisions. Any waiver or failure to enforce any provision of this
Party. Agreement on one occasion will not be deemed a waiver of any other
10. This Agreement will terminate one (1) year after the Effective provision or of such provision on any other occasion.
Date, or may be terminated by either party at any time upon ten (10) 15. Neither party will assign or transfer any rights or obligations
days written notice to the other party. Each party’s obligations under under this Agreement without the prior written consent of the other
this Agreement will survive termination of this Agreement and will be party and any attempted assignment, subcontract, delegation, or
binding upon such party’s heirs, successors, and assigns. Each party’s transfer in violation of the foregoing will be null and void, except that
obligations hereunder will continue in full force and effect with a party may assign this Agreement without such consent to its
respect to non-technical sales, marketing, and financial Confidential successor in interest by way of merger, acquisition or sale of all or
Information of the other party for three (3) years from the date of substantially all of its assets. The terms of this Agreement shall be
disclosure of such Confidential Information. Each party’s obligations binding upon assignees.
with respect to all technical Confidential Information of the other 16. The Receiving Party will not export, directly or indirectly, any
party will terminate only pursuant to Section 4. technical data acquired pursuant to this Agreement, or any products
11. THE DISCLOSING PARTY IS PROVIDING CONFIDENTIAL utilizing such data, in violation of United States export laws or
INFORMATION ON AN “AS IS” BASIS FOR USE BY THE RECEIVING regulations or any other applicable export laws or regulations.
PARTY AT ITS OWN RISK. THE DISCLOSING PARTY DISCLAIMS ALL 17. All notices permitted or required under this Agreement will be in
WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, writing and will be delivered by personal delivery, electronic mail,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF facsimile transmission, or recognized international courier, and will be
TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ACCURACY, deemed given upon personal delivery, or upon acknowledgment of
COMPLETENESS, MERCHANTABILITY, SATISFACTORY PURPOSE, OR receipt of electronic transmission, or upon confirmation of facsimile
FITNESS FOR A PARTICULAR PURPOSE. transmission, or upon receipt of courier or refusal of delivery, as
12. This Agreement and any action related thereto will be applicable. Notices will be sent to the addresses set forth at the end
governed, controlled, interpreted, and defined by and under the laws of this Agreement or such other address as either party may specify in
of the State of California, United States of America, without giving writing in accordance with this Section.
effect to any conflicts of laws principles that require the application of 18. Each party agrees that the software programs of the other party
the law of a different state or country. Any disputes under this contain valuable confidential information and each party agrees that
Agreement may be brought in the state courts and the Federal courts it will not modify, reverse engineer, decompile, create other works
located in Santa Clara County, California, United States of America and from, or disassemble any software programs contained in the
the parties hereby consent to the personal jurisdiction and venue of Confidential Information of the other party without the prior written
these courts. This Agreement may not be amended except by a consent of the other party on a case-by-case basis.
writing signed by both parties.
19. This Agreement is the final, complete and exclusive agreement of
13. The Receiving Party acknowledges that its breach of this the parties with respect to the subject matters hereof and supersedes
Agreement may cause irreparable damage to the Disclosing Party and and merges all prior discussions between the parties with respect to
hereby agrees that the Disclosing Party will be entitled to seek such matters. No modification of or amendment to this Agreement
injunctive relief under this Agreement, as well as such further relief as will be effective unless in writing and signed by the party to be
may be granted by a court of competent jurisdiction. charged. If any translation of this Agreement is created, this English
language version shall control.

IN WITNESS WHEREOF, the parties have caused this Mutual Non-Disclosure Agreement to be executed as of the Effective Date by their
authorized representatives.

Renovite Technologies, Inc. ("Renovite") [Vortex Engineering Private Ltd] ("Company")

By: James Tomaney (Jul 30, 2018, 2:29pm) By:

COO
Role: Role:

30 Jul 2018
Date: Date:

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