AI India Innovation center pvt ltd

MUTUAL NON-DISCLOSURE AGREEMENT

THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”) is entered into between AI INDIA
INNOVATION CENTER PVT LTD (“AI India”) and ____________________________ (“Interested party”) as
of _________________, 20___ the “Effective Date”) to protect the confidentiality of certain
information of AI India and of Interested party to be disclosed under this Agreement and to restrict
its use to the evaluation of a business relationship between the parties (the “Permitted Use”). AI
India and Interested party may be referred to herein individually as a “Party” and collectively as the
“Parties.” Affiliates of a Party shall be considered as Parties to this Agreement. “Affiliates” of a Party
are those persons that (i) control, (ii) are controlled by, or (iii) are under common control with a
Party, where “control” means ownership of more than 50% of an entity’s voting securities or legal
trademarks or trade names.

1. Definition of Confidential Information . As used herein, the term “Confidential Information”

will mean all confidential and proprietary information disclosed by a Party (the “Disclosing Party”) to
the other Party (the “Receiving Party”), including, without limitation, technical information,
including trade secrets and know-how, product and service designs, specifications and plans,
software programs and source documents, patents and patent applications and other information
related to the current, future, and proposed products and services of each of the Parties, together
with marketing, sales and pricing data and plans, operational information such as purchasing,
manufacturing, and customer data, financial information and employee information. To be covered
by this Agreement, all information in tangible form must be labeled as “Confidential” or bear a
similar legend, and all information disclosed orally or visually must be clearly identified as such at the
time of disclosure. Notwithstanding the foregoing, information that by its nature or by the
circumstances of its disclosure would be assumed by a reasonable person to be confidential shall be
considered Confidential Information under this Agreement.

2. Restrictions on Use and Disclosure . The Receiving Party agrees (a) to protect all Confidential
Information of the Disclosing Party against disclosure, publication or unauthorized use using the
same degree of care as it uses to protect its own information of like nature, but no less than a
reasonable degree of care, (b) not to disclose such Confidential Information to any third party,
except as approved in writing by the Disclosing Party, and (c) to use such Confidential Information
solely for the Permitted Use. The Receiving Party may disclose the Confidential Information of the
Disclosing Party to those of the Receiving Party’s employees or authorized representatives having a
need to know and who are bound by written or legal confidentiality obligations at least as restrictive
as those contained herein. The Receiving Party will remain primarily liable for any unauthorized
disclosure or use by such employees or authorized representatives.

3. Exceptions. The Receiving Party will not have any obligations under this Agreement with
respect to that portion of the Confidential Information of the Disclosing Party as:

(a) is in the public domain at the time it was disclosed to the Receiving Party;

(b) enters the public domain subsequent to the time it was disclosed to the Receiving
Party through no fault of the Receiving Party;

(c) was in the Receiving Party’s possession free of any obligation of confidence at the
time it was disclosed to the Receiving Party;

Telephone: +91 8275367267 | Email: [email protected] Website: www.aiindia.ai

 AI India Innovation center pvt ltd

(d) is rightfully communicated to the Receiving Party free of any obligation of

confidence subsequent to the time it was disclosed to the Receiving Party;

(e) is developed by employees or agents of the Receiving Party independently of and

without reference to the Confidential Information; or

(f) is required to be disclosed pursuant to a valid court order or order of a

governmental agency, provided that the Receiving Party shall promptly notify Disclosing Party of
such requirement and provide reasonable assistance to the Disclosing Party in obtaining a protective
order or similar assurance of confidentiality.

4. Obligation to Notify. The Receiving Party will immediately notify the Disclosing Party upon
discovery of any loss or unauthorized disclosure of the Confidential Information of the Disclosing
Party.

5. Return of Information. Upon termination or expiration of this Agreement, or upon written

request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party or
destroy all documents and other tangible materials representing the Disclosing Party’s Confidential
Information and will use commercially reasonable efforts to delete from its computer systems and
storage media any such Confidential Information stored in electronic format. If required to do so by
law or advised to do so by counsel, Receiving Party may retain one copy of any Confidential
Information for archival purposes only.

6. No Grant of License. Nothing contained in this Agreement will be construed as granting to

the Receiving Party any property rights in any Confidential Information or any license to any patent,
copyright, trademark, trade secret or other intellectual property right of the Disclosing Party other
than the limited right to use the Confidential Information granted herein.

7. Warranty and Disclaimer. The Disclosing Party warrants that it has the right to disclose any
Confidential Information disclosed by it, but makes no other representation, warranty or assurance
of any kind, including any warranties as to the accuracy or completeness of the Confidential
Information, as to its fitness for any particular purpose or merchantability, or against infringement.
Confidential Information is provided “as is”.

8. No Obligation to Contract. This Agreement imposes no obligation on either Party to

purchase any products or services or to enter into any other business arrangement and shall not be
construed to restrict either Party from entering into a business relationship with any other party.

9. Copying. The Receiving Party will copy the Confidential Information of the Disclosing Party
only as may be necessary for the Permitted Use and will mark all such copies with confidential or
proprietary notices or legends that appear on the original, unless otherwise authorized in writing by
the Disclosing Party.

10. Term. This Agreement will terminate three (3) years after the Effective Date unless
terminated earlier by either Party on thirty (30) days written notice to the other Party. Each Party’s
obligations hereunder will continue in full force and effect with respect to non-technical sales,
marketing, and financial Confidential Information of the other Party for three (3) years from the date
of disclosure of such Confidential Information. Each Party’s obligations with respect to all technical
Confidential Information of the other Party will terminate only pursuant to Section 3.

Telephone: +91 8275367267 | Email: [email protected] Website: www.aiindia.ai

 AI India Innovation center pvt ltd

11. Governing Law. This Agreement will be governed and interpreted under the laws of the
State of Maharashtra, India, without giving effect to any conflicts of laws principles.

12. Injunctive Relief. Each Party acknowledges that its breach of this Agreement may cause
irreparable damage to the other Party and agrees that the other Party will be entitled to seek
injunctive relief under this Agreement, as well as such further relief as may be granted by a court of
competent jurisdiction.

13. Severability. If any provision of this Agreement is found by a proper authority to be

unenforceable or invalid, such unenforceability or invalidity will not render this Agreement
unenforceable or invalid as a whole and, in such event, such provision will be changed and
interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within
the limits of applicable law or applicable court decisions.

14. Entire Agreement; Modification; Waiver. This Agreement is the entire agreement of the
parties with respect to its subject matter and may not be amended except by a writing signed by
authorized representatives of both Parties. Any waiver or failure to enforce any provision of this
Agreement on one occasion will not be deemed a waiver of any other provision or of such provision
on any other occasion. A waiver shall be effective only if in a writing signed by the waiving party.

15. Assignment. This Agreement may not be assigned without the prior written consent of the
other Party, except that a Party may assign this Agreement without such consent to its successor in
interest by way of merger, acquisition or sale of all or substantially all of its assets. Subject to the
foregoing, this Agreement will inure to the benefit of and be binding on the parties and their
successors.

16. Export. The Receiving Party will not export, directly or indirectly, any technical data acquired
from the Disclosing Party under this Agreement or any product utilizing any such data to any person
or country for which the U.S. Government or any agency thereof at the time of export requires an
export license or other governmental approval without first obtaining such license or approval.

17. Notices. All notices or reports permitted or required under this Agreement will be in writing
and will be delivered by personal delivery or by certified or registered mail, return receipt requested,
and will be deemed given upon personal delivery or five (5) days after deposit in the mail. Notices
will be sent to the addresses set forth at the end of this Agreement or such other address as either
Party may specify in writing.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

Telephone: +91 8275367267 | Email: [email protected] Website: www.aiindia.ai

 AI India Innovation center pvt ltd

IN WITNESS WHEREOF, the Parties have caused this Mutual Non-Disclosure Agreement to be executed
as of the Effective Date.

Ai India Innovation Center Pvt. Ltd. Interested party

By: By:

signature signature

____________________________________
_____________________________________
Name:
Name: Niraj Lunavat
Title: __________________________________
Title: Director, AI INDIA INNOVATION CENTER PVT LTD
Date: __________________________________
Date: 04/12/20
Address:

_______________________________________

_______________________________________

_______________________________________

Telephone: +91 8275367267 | Email: [email protected] Website: www.aiindia.ai