NON-DISCLOSURE AGREEMENT

This Non – Disclosure Agreement (“Agreement”) is entered into on 17th day of

May 2024 (“Effective Date”);

BY AND BETWEEN
4X4 ADVISORY SERVICES PRIVATE LIMITED a company incorporated under
the Companies Act, 1956 having its registered office at C-100, C-block,
Sector-2, Noida-201301 (hereinafter referred to as “4X4 Advisory” , which
expression shall unless repugnant to the context or meaning thereof, be deemed
to mean and include its successors-in-interest and permitted assigns) through its
duly authorised signatory Mr. Inder Pal Singh of the ONE PART.

And

‘Services Pvt. Ltd.’ a company incorporated under the Companies Act, 1956
having its office at address (hereinafter referred to as “ABC”) which expression
shall unless repugnant to the subject or context shall mean and include its
successors and permitted assigns) through its duly Authorized Signatory Mr. of
the OTHER PART.

4X4 ADVISORY SERVICES PRIVATE LIMITED and ABC are hereinafter

individually referred to as "Party" and collectively as “Parties”.

WHEREAS:

A. '4X4 ADVISORY' and 'ABC' wish to enter into a relationship for the
purpose of exploring a business opportunity of mutual interest (the
“Transaction”), which will entail both Party’s disclosure, either verbally,
in written or other tangible form, to the other Party certain proprietary
information the disclosing Party maintains as “confidential information”,
as a condition to such disclosure, the Parties require each to sign and
deliver this Agreement to establish certain restrictions to protect the
information against the risk of unauthorized use or disclosure.

B. The Parties wish to maintain the confidentiality of such confidential and

proprietary information at the stage of negotiation, and have thus
entered into this Agreement, to record the terms and conditions of
confidentiality.

C. This Agreement shall bind the Parties, notwithstanding the date of

signature hereof, in the event that either Party shall have disclosed any
Confidential Information to other Party prior to the date of signature
hereof.

D. The Party disclosing the Confidential Information shall be referred to as

the “Disclosing Party” and the Party receiving Confidential Information
shall be referred to as the “Receiving Party”.

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 E. The Receiving Party agrees to abide by the terms and conditions
contained herein and acknowledge that the Disclosing Party has agreed
to disclose the Confidential Information to the Receiving Party, solely
relying on the Receiving Party’s undertaking contained herein to abide
by the terms of this Agreement.

NOW THIS AGREEMENT WITNESSETH:

In consideration of all disclosures, premises and covenants herein contained,

the Parties agree as follows:

1. Confidential Information

1.1. Any information disclosed by either Party to any other Party, either directly
or indirectly, in writing, orally or by inspection of tangible objects,
including, without limitation, algorithms, business plans, customer data,
customer lists, customer names, designs documents, financial analysis,
forecasts, formulas, know-how, ideas, inventions, market information,
marketing plans, processes, products, product plans, research,
specifications, software, trade secrets or any other information which is
designated as “Confidential”, “Proprietary” or some similar designation
(collectively, the “Disclosed Materials”)

1.2. Confidential Information shall also include any or all information disclosed
by the Disclosing Party to the Receiving Party in connection with the
Purpose, but does not include information which:

a. is known to, or in the possession of the Receiving Party prior to

disclosure thereof by the Disclosing Party;

b. is or becomes publicly known through no wrongful act or breach of this

Agreement by the Receiving Party; or

c. is rightfully received by the Receiving Party from a third party without

breach of any non- disclosure obligations; or

d. is developed independently of the Disclosing Party by the Receiving

Party in circumstances that do not amount to breach of the provisions
of this Agreement;

e. is disclosed by the Receiving Party to satisfy an order of a court of

competent jurisdiction, regulatory/governmental authority or to comply
with the provisions of any law or regulation in force from time to time;
provided that in these circumstances, the Disclosing Party shall advise
the Receiving Party to take whatever steps it deems necessary to
protect its interests in this regard and provided further that the
Receiving Party will disclose only that portion of the Confidential
Information which is essential to be disclosed and the Receiving Party

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 will use its reasonable endeavours to protect the confidentiality of such
Confidential Information to the greatest extent possible in such
circumstances;

f. is disclosed to a third party pursuant to the prior written authorisation

of the Disclosing Party; and

g. is disclosed after the termination of the Receiving Party’s duty of

confidentiality as specified herein;

1.3 Confidential Information may be disclosed to the Receiving Party either

orally, visually, in writing (including graphic material) whether by way of
electronic means or otherwise. If Confidential Information is disclosed
orally or visually, it shall be identified as such at the time of disclosure and
be confirmed in writing to the Recipient within thirty (30) days of such
disclosure, and including therein a brief description of the Confidential
Information disclosed.

2. Disclosure of Confidential Information

2.1 The Disclosing Party shall only disclose the Confidential Information to the
Receiving Party to the extent deemed necessary or desirable by the
Disclosing Party at its discretion. Further, the Confidential Information of
the Disclosing Party may be disclosed by the Receiving Party only to those
employees of the Receiving Party on a need to know basis in connection
with the Purpose, provided however that, such employees of the Receiving
Party are bound by confidentiality obligations similar to this Agreement.

2.2 The Receiving Party acknowledges that the Confidential Information is a

valuable, special and unique asset proprietary to the Disclosing Party and
does not confer any rights to the Receiving Party, of whatever nature in
the Confidential Information.

2.3 The Receiving Party agrees that it will not, during or after the course of
their relationship with the Disclosing Party and/or the term of this
Agreement disclose or divulge the Confidential Information, directly or
indirectly to any third party for any reason or purpose whatsoever, without
the prior written consent of the Disclosing Party, save in accordance with
the provisions of this Agreement. For the purpose of this Agreement
“third party” means any party other than the Receiving and Disclosing
Party (their holding and subsidiary companies or agents who shall be
deemed to be bound by the provisions of this Agreement).

2.4 The Receiving Party agrees not to utilise, exploit or in any other manner
whatsoever use the Confidential Information disclosed pursuant to the
provisions of this Agreement for any purpose whatsoever without the prior
written consent of the Disclosing Party, save in accordance with the
provisions of this Agreement.

3. Standard of care

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 The Receiving Party agrees that it shall protect the Confidential
Information disclosed pursuant to the provisions of this Agreement using
the same standard of care that the Receiving Party would apply to
safeguard its own proprietary, secret or Confidential Information and that
the Confidential Information shall be stored and handled in such a way as
to prevent any unauthorised disclosure thereof.

4. Return of material containing or pertaining to Confidential

Information

4.1 The Disclosing Party may, at any time, request the other party to return
any material and/or data in whatever form containing, pertaining to or
relating to Confidential Information disclosed pursuant to the terms of this
Agreement and may in addition, request the other Party to furnish a
written statement to the effect that, upon such return, the Receiving Party
has not retained in its possession, or under its control, either directly or
indirectly, any such material and/or data in any form whatsoever.

4.2 As an alternative to the return of the material and/or date contemplated in

4.1 above, the Receiving Party shall, at the instance of the Disclosing
Party, destroy such material or copies thereof and/or furnish the Disclosing
Party with a written statement to the effect that all such material has been
destroyed.

4.3 The Receiving Party shall comply with any request by the Disclosing Party
in terms of this clause, within 7 (seven) days of receipt of such request.

4.4 All samples, models, computer programs, drawings, documents and other
instruments furnished hereunder including the Confidential Information,
and copies thereof, if any, shall remain the Disclosing Party’s property,
unless otherwise agreed to in writing by the Parties. Such instruments or
copies thereof shall be promptly returned or destroyed by the Receiving
Party, at its own costs, upon the Disclosing Party’s request and as per the
instructions of the Disclosing Party.

5. Term and Termination

This Agreement shall become effective on the Effective Date and shall
remain in effect for a period of one (1) year unless sooner terminated or
extended in writing by the Parties. The obligations of each receiving Party
under this Agreement shall survive for the later of one (1) year, or until
such time as all Confidential Information of each other Party disclosed
hereunder becomes publicly known and made generally available through
no action or inaction of the receiving Party.

6. Additional Action

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 Each party to this Agreement shall execute and deliver such other
documents and do such other acts and things as may be necessary or
desirable to give effect to the terms and provisions of this Agreement.

7. Breach

In the event that the Receiving Party breaches the provisions of this
Agreement and fails to remedy such breach, within 7 (Seven) days after
receipt of a request in writing from the Disclosing Party to remedy such
breach, then the Disclosing Party shall be entitled to invoke all remedies
available to it in law including, but not limited to, the institution of urgent
proceedings and/or an action for damages.

8. No Obligation

Nothing in this Agreement shall obligate any Party to proceed with any
transaction between them, and each Party reserves the right, in its sole
discretion, to terminate the discussions contemplated by this Agreement
concerning the Transaction.

9. Amendments

No amendment, of any of the provisions of this Agreement shall be

effective unless reduced in writing and signed by both Parties.

10. Enforcement

The failure by the Disclosing Party to enforce or require the performance

at any time of any of the provisions of this Agreement or waiver of any
breach committed by the Receiving Party, shall not be construed to be a
waiver of such provision, and shall not affect either the validity of this
Agreement or any part hereof or the right of the Disclosing Party to
enforce the provisions of this Agreement.

11. Headings

The headings of the clauses of this Agreement are for ease of reference
and do not in any way define, limit or expand the terms contained herein.

12. No Warranty and Non- Binding

The Discloser warrants that the Discloser has the right to disclose to the
Recipient the Confidential Information; provided, however, that all the
information disclosed shall be provided “as is”, and the Discloser makes
no warranty, express or implied, as to whether the Confidential
information infringes trademark rights, patent rights, copyrights or any
other intellectual property rights or other rights of any third party.

13. Non-Assignment

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 Neither this Agreement nor any rights or obligations under this
Agreement shall be assignable or otherwise transferable by either Party
to this Agreement to any third party, including any of its affiliate or
related parties (as understood under applicable law), without obtaining
the prior written consent of the other Party to this Agreement. Any
attempted assignment or transfer made in contravention of this clause
shall be null and void.

14. No License

By making Confidential Information or any other information available to

the Receiving Party, the Disclosing Party is not, and shall not be deemed
to be, granting (expressly or by implication) any license or other right
under or with respect to any patent, trade secret, copyright, trademark or
other proprietary or intellectual property right with respect to its
Confidential Information. At all times during the term of this Agreement
and thereafter, the Disclosing Party shall be the sole and absolute owner
of all intellectual property in and with respect to its Confidential
Information.

15. Relationship of Parties

The relationship between the Parties shall always be on a "principal to

principal" basis and no provisions of this Agreement shall be construed
or interpreted to create a relationship of principal-agent, employer-
employee, joint venture, partnership, agency, or similar relationship
between the parties. Each Party will be solely responsible as a principal,
for all their respective liabilities and payments related to its employees,
taxes, insurance premium, compensation, financial obligations,
environmental compliances, and all other business obligations.
16. Equitable Relief

The Parties acknowledge that the Confidential Information is unique and

valuable and that disclosure in breach of this Agreement may result in
irreparable injury to the Disclosing Party for which monetary damages
alone would not be an adequate remedy. Therefore, the Parties agree
that in the event of a breach of confidentiality, the Disclosing Party shall
be entitled to seek injunctive or other equitable relief as a remedy for
any such breach or anticipated breach. Any such relief shall be in
addition to and not in lieu of any appropriate relief in the way of
monetary damages.

17. Counterpart and Facsimiles

The Parties may execute this Agreement in counterparts, each of which

is deemed an original, but all of which together constitute one and the
same agreement. This Agreement may be delivered by facsimile
transmission, and facsimile copies of executed signature pages shall be
binding as originals.

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18. Miscellaneous

a. This Agreement shall be governed by and interpreted in accordance

with the laws of India.

b. Any claims, differences or disputes between the Parties arising out of

or in connection with this agreement which could not be settled
amicably, shall be finally settled under the Arbitration and Conciliation
Act 1996. The arbitration shall take place in New Delhi. The award shall
be final and binding on the parties and enforceable in any court of
competent jurisdiction.

c. Neither Party has an obligation under this Agreement (a) to purchase

any service or item from the other Party, (b) to enter into any business
arrangement, or (c) to offer for sale products using or incorporating
Confidential Information. Either Party reserves the right, in its sole and
absolute discretion, to reject all proposals and to terminate discussions
and negotiations with the other Party at any time.

d. By entering into this Agreement, the Parties are not prevented from
entering into other agreements or obligations either with each other or
with any third parties. However, no Confidential Information disclosed
by the disclosing Party shall be used in such agreements and the
receiving Party shall return to the disclosing Party all documentation,
copies, notes, diagrams, computer memory media and other materials
containing any portion of the Confidential Information provided by the
disclosing Party.

e. The Parties agree that the Confidential Information furnished here

under is of a unique nature and of extraordinary value and of such
character that any unauthorized use or disclosure thereof by the
recipient will cause irreparable injury to the disclosing Party for which
the disclosing Party will have no adequate remedy at law. Accordingly,
in the event of actual or threatened unauthorized use or disclosure, the
disclosing Party shall have the right, in addition to all other remedies
at law or in equity, to have the provisions of this Agreement specifically
enforced by any court having equity jurisdiction and to seek a
temporary or permanent injunction or order prohibiting the recipient,
its agents, officers, directors, and employees, as the case may be, from
such unauthorized use or disclosure of any Confidential Information
provided pursuant to this Agreement. In any proceeding by the
disclosing Party to obtain injunctive relief, the receiving Party’s or any
other defendant’s ability to answer in damages shall not be a bar or be
interposed as a defense to the granting of relief and the disclosing
Party shall not be required to post a bond or other undertaking in such
a proceeding.

f. This Agreement embodies the entire understanding between the

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 parties pertaining to the subject matter hereof. Any additions or
modifications to this Agreement must be made in writing and
must be signed by both Parties.

19. Entire Agreement

This Agreement represents the entire agreement between the Parties

and supersedes and cancels all prior communications and agreements
concerning its subject matter. No modification, alteration, or waiver of
any of the provisions of this Agreement shall be binding on the Parties to
this Agreement unless signed in writing by duly authorized
representatives of each of the Parties. This Agreement shall be binding
on the Parties and their successors and permitted assigns. This
Agreement may be executed in one or more counterparts, each of which
shall be deemed as original.

20. Postal Address

20.1 Any written notice in connection with this Agreement may be addressed
to:

19.1.1 In the case of 4X4 Advisory Services Private Limited to:

Address : C-100, C-block, Sector-2, Noida, Uttar

Pradesh-201301
Contact No : 9871888908
Email : Inder@4by4advisory.com

And shall be marked for the attention Mr. Inder Pal Singh

20.1.2 In the case of ABC to:

Address :
Contact No :
Email :

And shall be marked for the attention of Mr. XYZ

21. Severability

In the event of any one or more of the provisions of this Agreement being
held for any reason to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provisions was not a part of this
Agreement, and the Agreement shall be carried out as nearly as possible
in accordance with its original terms and intent.

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Agreed & Signed By:

For 4X4 Advisory Services Pvt Ltd For ABC Pvt. Ltd

Inder Pal Singh XYZ

CEO & Co-Founder Director