NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into on 31 January 2024

BETWEEN

University of California, Riverside (UCR) , a company incorporated in USA whose registered office is at
Riverside, California

and

Cubet Techno Labs Pvt Ltd, a company registered under the laws of India with company number
U72501KL2013PTC033647, whose registered address is at Unit IX-C, 9th floor, Carnival Info Park, Phase
IV, Kochi, Kerala 682030- India.

Each of them is separately referred to as a "Party" and collectively referred to as the "Parties" or
“Receiving Party” or “Disclosing Party”, as the context of this Agreement may require.

WHEREAS:

The Parties are currently in discussions over the possibility and terms of a potential engagement and shall
therefore exchange certain Confidential Information in accordance with this Agreement.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS

1.1. In this Agreement, unless the context requires otherwise:

1.1.1. "Agreed Purpose" shall have the meaning given to it in clause 2.1.

1.1.2. "Confidential Information" shall mean all information or any part thereof that the
Receiving Party or any of its Representatives has obtained from the Disclosing Party (or
any of their representatives), whether connected with the Transaction or not, including
but not limited to:

(a) any information pertaining to a trade secret (know-how), intellectual property,

rights to projects and products, transactions, all current and previous employees
of the Disclosing Party or any of the subsidiaries of the Disclosing Party, clients,
pricing, marketing strategy and activities, as well as plans, intentions or
opportunities in relation to the above-mentioned;

(b) any information and/or data having actual or potential commercial value by
virtue of the third parties’ unawareness and not having open access, on legal
grounds;

(c) this Agreement with all and any amendments that might be deemed by the
Parties necessary to be made and also with all and any appendices annexes
thereto.

1.1.3. Confidential Information does not include information which:

(a) is or becomes available to the public (information that is known to a limited

number of people cannot be regarded as that of public domain) other than as a
result of a breach of this Agreement by the Receiving Party or its
Representatives;

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 (b) was in lawful possession of the Receiving Party or was recorded in its
documents prior to the receipt of such information from the Disclosing Party and
had not been previously received by the Receiving Party from the Disclosing
Party or any other third party bound to confidentiality obligations provided the
Receiving Party may prove the above-mentioned;

(c) is approved for release by written permission from the Disclosing Party with a
note that such information is not confidential; and

(d) has been legally received by the Receiving Party from any third party without
limitation and other than through a breach of this Agreement.

1.1.4. "Disclosing Party" shall mean the Party which discloses the Confidential Information.

1.1.5. "Interdependent Entity" shall mean relating to any person or entity any physical person
or legal entity that is controlled, either expressly or by implication, by the entity in
question, or that exercises control over the entity in question or is under common
general control with the entity in question. For the purposes of this Agreement, the
"control" (including all derived meanings, such as "controlling", "controlled", "under a
common control") as applied to any legal entity shall mean any authority (direct or
indirect) to give instructions or facilitate to give instructions regarding the administration
of or policy-making for such legal entity either by means of the control over its voting
shares/securities, or in accordance with an agreement, or otherwise. As far as physical
persons are concerned Interdependent Entities shall also mean persons tied with family
or employment-related bonds or any other persons agreed by the Parties including its
consultants.

1.1.6. "Receiving Party" shall mean the Party which receives the Confidential Information.
The "Receiving Party" shall include, unless the context expressly requires otherwise,
legal assigns or successors of the Receiving Party and its Representatives.

1.1.7. "Representative" shall mean any officer or employee of the relevant Party as well as
Interdependent Entities.

1.2. In this Agreement, unless the context requires otherwise:

1.2.1. references to a clause are to a clause of this Agreement;

1.2.2. references to this Agreement or any other document or to any specified provision of this
Agreement or any other document are to this Agreement, that document or that
provision as in force for the time being and as amended from time to time in accordance
with the terms of this Agreement or that document or, as the case may be, with the
agreement of the relevant Parties;

1.2.3. references to time are to IST time;

1.2.4. words importing the singular include the plural and vice versa, words importing a gender
include every gender and references to persons include corporations, partnerships and
other unincorporated associations or bodies of persons;

1.2.5. the contents table and the headings to clauses, parts and paragraphs are inserted for
convenience only and shall be ignored in interpreting this Agreement;

1.2.6. the word "company" shall be deemed to include any partnership, undertaking or other
body of persons, whether incorporated or not incorporated and whether now existing or
formed after the date of this Agreement;

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 1.2.7. the words and phrases "other", "including" and "in particular" shall not limit the
generality of any preceding words or be construed as being limited to the same class as
the preceding words where a wider construction is possible; and

1.2.8. a document expressed to be in the "agreed form" means a document in a form which
has been agreed by the Parties on or before the date of this Agreement and signed or
initialled by them or on their behalf, for the purposes of identification.

2. CONFIDENTIALITY OBLIGATIONS

2.1. The Receiving Party agrees to use the Confidential Information only for the purposes of verifying
the interest to proceed with the potential merger with the Disclosing Party and other high-level
aspects that it considers relevant for discussing the general terms of the potential engagement (the
"Agreed Purpose").

2.2. The Receiving Party may grant access to the Confidential Information only to its Representatives
who need such access to attain the purpose for which the Confidential Information had been
disclosed. The Receiving Party shall deliver a list of the above-mentioned Representatives upon
the request of the Disclosing Party.

2.3. The Receiving Party shall:

2.3.1. keep the secrecy of and not give to the public domain any Confidential Information;

2.3.2. transfer the Confidential Information to any third party excluding its Representatives only
after a request for and receipt of written consent from the Disclosing Party;

2.3.3. act in good faith and take all and any measures necessary to maintain the confidentiality
of the Confidential Information. Such measures shall at least be equal to the measures
which are usually taken by the Receiving Party to protect its own confidential
information.

2.4. The Receiving Party and its Representatives having access to the Confidential Information shall
use it only for the Agreed Purpose and shall not use it for any other purpose.

2.5. The Receiving Party may make copies, extracts, memos and other documents (including those
composed by means of mechanics or electronics) in relation to the Confidential Information only to
the extent as may be reasonably necessary for the Agreed Purpose.

2.6. Upon a written request of the Disclosing Party (to be made within a reasonable time) and without
prejudice to any right of the Disclosing Party, the Receiving Party shall:

2.6.1. destroy all tangible media (provided that such tangible media of the Confidential
Information belong to the Receiving Party) or delete all copies of the Confidential
Information from all tangible media, in either case beyond restoration;

2.6.2. demand from any third party, to which the Receiving Party has transferred the
Confidential Information, the destruction of any tangible media or removal of any copies
of the Confidential Information;

2.6.3. return all copies of the Confidential Information to the Disclosing Party in case they are
the Disclosing Party’s property.

2.7. Neither of the Parties may disclose the existence of this Agreement without the prior written
consent of the other Party.
2.8. The Receiving Party shall be liable for any breach of the obligations contained in this Agreement
committed by its Representatives.

3. NO RIGHTS GRANTED

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 No offer or basis of any contract other than as set out in this Agreement is made or formed by the
Parties by the supply of the Confidential Information. Nothing in this Agreement is intended to grant
any rights under any licence, patent or copyright owned or controlled by the relevant Disclosing
Party to the Receiving Party, nor shall this Agreement grant the Receiving Party any rights in or to
the Confidential Information of the Disclosing Party, except the limited right to use such Confidential
Information in connection with the Agreed Purpose.

4. TERMINATION

This Agreement may be terminated by any of the Parties with the written notice made 30 (thirty)
days before the date of the termination of the Agreement. After the termination of the Agreement,
all Confidential Information of the Disclosing Party and all copies thereof shall be returned to the
Disclosing Party within 14 (fourteen) days. For the avoidance of doubts, the termination of this
Agreement shall not relieve the Receiving party of confidentiality obligations with respect to
information previously received by the Receiving Party.

5. DURATION

5.1. This Agreement is entered into for a period of 1 (one) year. In case of reorganisation of any of the
Parties, the terms and conditions of this Agreement remain valid for its successors and in case of
liquidation of any of the Parties – for the other Party.

5.2. The Parties shall comply with the terms and conditions of this Agreement for 1 (one) year from the
termination or expiry of this Agreement depending on whichever is later.

6. NOTICES

All notices in accordance with this Agreement shall be made in writing and delivered by courier on
the following day, by registered mail with delivery notification to the addresses included in this
Agreement, or by e-mail to the addresses specified by the Parties additionally or to any address
which was given by a respective Party beforehand. The delivery date is understood to be the one
following the day of delivery or dispatch of the notice. The transfer of Confidential Information over
public channels (including the Internet) without using secure information protection measures shall
be prohibited. For the avoidance of doubt, the transfer of Confidential Information via email is
deemed to be acceptable.

Contact persons of University of California, Riverside (UCR)

Contact person: Ryan Vazquez

E-mail: [email protected]

Contact persons of Cubet Techno Labs Pvt Ltd:

Contact persons:Rony James

Mob: +919074154105
E-mail:[email protected]

7. ASSIGNMENT

Neither Party may assign or transfer, in whole or in part, its rights and obligations hereunder without
the prior written consent of the other Party.

8. SEPARABILITY

Any and all provisions of this Agreement shall be deemed to be separate and independent
provisions. In case any provision of this Agreement is found to be illegal or non-enforceable, the
remaining provisions of this Agreement shall remain in full force and effect.

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 9. ENTIRE AGREEMENT

This Agreement is signed in confirmation of the consent of both Parties with respect to the subject
hereof and supersedes any prior oral or written arrangements, understandings or obligations of the
Parties concerning the subject matter hereof. All appendices, annexes and amendments to this
Agreement will be integral parts hereof and be effectively provided that they are executed in writing
and signed by authorised representatives of the Parties.

10. APPLICABLE LAW AND ARBITRATION

10.1. This Agreement and any dispute, controversy, proceedings or claim of whatever nature arising out
of or in any way relating to this Agreement or its formation (including any non-contractual disputes
or claims) shall be governed by and construed in accordance with the laws of the Republic of India.

11. LANGUAGE OF THE AGREEMENT

This Agreement is executed in USA with two counterparts, one counterpart to each Party. Both
counterparts of the Agreement shall be equally valid and binding.

IN WITNESS WHEREOF the Parties or their authorised representatives have signed this Agreement as of
the date referred to above.

For and on behalf of University of California, For and on behalf of Cubet Techno Labs Pvt
Riverside (UCR) Ltd

______________________ _____________________

Name: Ryan Vazquez Name: Rony James

Title:Asst Manager (BD)

Title: