MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement ("Agreement") is made and entered into on this ___ day of ____________, 20__ (Inster date_Month_Year of signing agreement between parties) By and Between Udibawa Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at [Company Address], Auraiya, Uttar Pradesh, India (hereinafter referred to as “Udibawa”), And [Other Party’s Name], a company or individual having its principal place of business/residence at [Address] (hereinafter referred to as the “Counterparty”). Udibawa and the Counterparty are hereinafter individually referred to as a “Party” and collectively as the “Parties.” 1. Purpose The Parties wish to explore a potential business relationship or partnership including but not limited to services rendered by freelancers, manufacturers, distributors, partners, or investors, and in connection with this, may disclose certain confidential and proprietary information to each other. This Agreement is intended to prevent unauthorized disclosure and use of such information. 2. Definition of Confidential Information “Confidential Information” includes but is not limited to: a) Business plans, technical data, financial data, marketing strategies, software, system architecture, trade secrets, and customer data; b) Product designs, workflows, source code, pricing strategies, proposals, internal documentation; c) Any information marked “Confidential” or that should reasonably be understood as confidential by its nature. Exclusions: Confidential Information does not include information that: i) is or becomes publicly available through no breach of this Agreement; ii) was lawfully in the receiving Party’s possession before disclosure; iii) is rightfully disclosed to the receiving Party by a third party without restriction; iv) is independently developed without use of or reference to the disclosing Party’s information. 3. Obligations of the Receiving Party Each Party agrees that it shall: a) Maintain all Confidential Information in strict confidence using reasonable care; b) Not disclose Confidential Information to any third party without prior written consent; c) Not use Confidential Information for any purpose other than evaluating the proposed business relationship; d) Disclose Confidential Information only to employees or advisors who have a strict need to know and are bound by confidentiality obligations. e) Protection of Personal Data: If any Confidential Information includes 'Personal Data' of customers, engineers, or employees, both Parties agree to process, store, and erase such data strictly in accordance with the Digital Personal Data Protection (DPDP) Act, 2023. 4. Ownership All Confidential Information remains the sole property of the disclosing Party. This Agreement does not grant any rights, licenses, or interest in the Confidential Information. 5. Compelled Disclosure If either Party is required by law or court order to disclose Confidential Information, they must promptly notify the other Party and cooperate to seek protective measures. 6. Return or Destruction Upon termination of discussions or upon request, each Party agrees to promptly return or destroy all Confidential Information, including copies, summaries, or derivatives. 7. Term and Survival This Agreement shall be effective from the date of execution and continue for a period of 3 (three) years from the date of last disclosure of Confidential Information. The confidentiality obligations shall survive for a period of 3 (three) years from the date of such disclosure, even after the termination of this Agreement. 8. Non-Compete Each Party agrees that, for the duration of this Agreement and for one (1) year thereafter, they shall not, directly or indirectly, engage in or establish any business that competes with the other Party’s business, to the extent such business is related to the Confidential Information disclosed under this Agreement. 9. Non-Solicitation Each Party agrees not to solicit for employment or engagement any employee, contractor, client, or business associate of the other Party during the term of this Agreement and for a period of one (1) year thereafter. 10. Audit Rights Each Party shall have the right to reasonably audit the other Party’s handling of Confidential Information, provided such audits are conducted with reasonable notice and during normal business hours. 11. Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Auraiya, Uttar Pradesh, India. 12. Miscellaneous a) This Agreement constitutes the entire agreement between the Parties on the subject matter. b) No amendment shall be valid unless in writing and signed by both Parties. c) If any provision is found to be invalid, the remainder shall remain in full force and effect. d) Neither Party may assign this Agreement without prior written consent of the other. IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the date first above written. Signed for and on behalf of Udibawa Private Limited Authorized Signatory: ______________________ Name: ______________________ Designation: __________________ Date: ______________________ Signed for and on behalf of [Counterparty/Opposite Party Name] Authorized Signatory: ______________________ Name: ______________________ Designation: __________________ Date: ______________________