NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“Agreement”) is entered at 14th on April’2023 (“Effective Date”)

BY AND BETWEEN

1. TIE Ethnic Online Private Limited a company incorporated under the provisions of the Companies Act,
2013 holding Corporate Identification Number U72900HR2021PTC098773 and having its registered office at
311, Suncity Business Tower, Sector 54, Golf Course Road, Gurugram, Haryana,122011 (hereinafter referred
to as “Tie” which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean
and include its successors and assigns) of the FIRST PART;

AND

2. Terra Living, a company incorporated under the provisions of the Companies Act, 1956/2013 holding
Corporate Identification Number /GST No-N/A and having its registered office at ‘10B, Rajpath
Highway Society, Rajpath Rangoli Road Bodakdev, Ahmedabad-380059’. (Hereinafter referred to as
“Designer” which expression shall unless it be repugnant to the context or meaning thereof be deemed
to mean and include its successors and assigns) of the OTHER PART.

For the purposes of this Agreement, Tie and Terra Living shall together be referred to as “Parties” and
individually as a “Party”.

1. Purpose. The Parties wish to assure the confidentiality of certain information and other materials which have
been or may be disclosed by the Disclosing Party to the Receiving Party and/or its Affiliates or subsidiaries in the
course of the Receiving Party potentially acquiring project information’s and/or information’s on assets and/or
confidential data, including parties introduced by either parties to each other on pursuant of any such activity
owned by the Disclosing Party (the “Engagement”).For the purpose of this Agreement, “Affiliate” shall mean a
person that directly, or indirectly through one or more intermediaries, owns or controls, is owned or is controlled
by, or is under common ownership or control with, ABC

2. Definition of Confidentiality. “Confidential Information” means all information (whether oral, written,
electronic or otherwise) disclosed by a Party (“Disclosing Party or its representatives”) to the other Party
(“Receiving Party or its representatives”), including without limitation any proposal relating to the Engagement
and/or any activity conducted pursuant to any agreement entered into for the Engagement. For the avoidance of
doubt, it is hereby agreed that “Confidential Information” shall include any information or data of a scientific,
technical, ideas, concept, commercial, regulatory or financial nature disclosed between the Parties, or which is
obtained by a the Receiving Party from the Disclosing Party whether oral, in writing, pictorially, in machine
readable form, on disc, mail, or by any other means/modes of disclosure and including without limitation any
information, data, drawings, patterns, designs, concepts, ideas, contained in any written or printed document,
hardware, firmware and software, and shall include any information related to technology and business activities
(including, but not limited to, business records, customer lists, project records, reports, employee lists, business
manuals, policies and procedures, communication systems, business outlooks, revenue, pricing, trade secrets),
computer programs, software (including, without limitation, code, software output, screen displays, file
hierarchies and user interfaces), formulas, data, inventions, techniques, technology, research and technical data,
readings, analysis, charts, know-how, processes, ideas, (whether patentable or not), schematics, specifications,
drawings, product designs, product plans, pricing, services, strategies, intellectual property (whether registered or
not), third party confidential information, and corporate and personnel statistics, customer lists (potential or actual)
and other customer-related information, supplier information, sales statistics, market intelligence, marketing,
business working, operations of parent, subsidiaries or affiliates and other business strategies and other
commercial information of a confidential nature disclosed between the Parties.

3. Exceptions to Confidentiality. This Agreement imposes no obligation upon the Receiving Party with
respect to Confidential Information which: (i) is a part of or enters into the public domain (other than through a
breach by the Receiving Party or its Representatives of this Agreement); (ii) was already in the Receiving Party’s
possession prior to the date of disclosure and can demonstrate this through documentary evidence; (iii) is
rightfully received by the Receiving Party from a third party following such disclosure without any duty of
Indyverse Headquarters, Tie Ethnic Online Pvt.. Ltd., 311, Suncity Business Tower, Sector-54, Golf Course Road, Sector-54, Gurugram, Haryana-122002
Tel.: 0124-4300613, Ph. no-9205991345 Email [email protected] Website- www.indyverse.in,
GST- 06AAICT9598F1ZO CIN No- U72900HR2021PTC098773
 confidentiality (as can be demonstrated by its written records or other reasonable evidence); (iv); is
independently developed by the Receiving Party without use of the Confidential Information; (v) is approved
for release (and only to the extent so approved) by the Disclosing Party or (vi) is required to be disclosed by
operation of law or governmental authority.

4 Non-disclosure and Non-use Obligations. Receiving Party will maintain in confidence and will not disclose,
disseminate or use any Confidential Information belonging to the Disclosing Party, whether or not in written form.
Receiving Party agrees that the Receiving Party shall treat all Confidential Information of the Disclosing Party
with at least the same degree of care as the Receiving Party accords its own confidential information. Receiving
Party further represents that Receiving Party exercises at least reasonable care to protect its own confidential
information. If Receiving Party is not an individual, Receiving Party agrees that Receiving Party shall disclose
Confidential Information only to the concerned employees or agents who are performing services under this
Engagement, and certifies that such employees/agents have previously signed a copy of this Agreement.

5. Survival. This Agreement shall govern all communications between the Parties. Receiving Party understands
that its obligations under clause 4 above shall survive the expiry or termination of this Agreement.

6. Governing Law. This Agreement shall be governed and construed by the laws of India. The courts at New
Delhi, India shall have the exclusive jurisdiction as regards any claim or matter arising under this Agreement.

7. Injunctive Relief. Receiving Party acknowledges that the restrictions set forth herein are fair and reasonable
and are necessary in order to protect the business of the Disclosing Party and the confidential nature of the
Confidential Information of the Disclosing Party. Receiving Party further acknowledges that the Confidential
Information of the Disclosing Party is unique to the business of the other party and would not be revealed to it
were it not for its willingness to agree to the restrictions set forth herein. Receiving Party agrees that the
unauthorized disclosure or use of the Confidential Information may cause irreparable harm and result in significant
damages to Disclosing Party and that the harm and the damages may be difficult to ascertain. Therefore, the
Parties agree that in addition to any other remedies Disclosing Party may have at law and in equity, Disclosing
Party may have the right to an immediate injunction enjoining any breach of this Agreement

8. Entire Agreement. This Agreement constitutes the entire agreement with respect to the Confidential
Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning
such Confidential Information. This Agreement may only be changed by mutual agreement of authorized
representatives of the parties in writing.

9. Parties Bound. If this agreement is signed, it is assumed that the individual signing the agreement has authority
to execute the agreement on behalf of Indyverse and agrees that the development of a product and all copies
thereof, shall remain on the company premises.

10. Term and Termination. This Agreement shall be valid for a period as agreed between the parties from the
Effective date of this Agreement. Tie shall have the right to terminate this Agreement, with or without assigning
any reason, by providing ABC a prior written 7 days’ notice.

11. Return of Confidential Information. The Receiving Party agrees to ensure proper and secure storage of all
Confidential Information and any copies thereof to at least the same standard as the Receiving Party keeps its own
Confidential Information. The Receiving Party shall not make any copies or reproduce in any form any
Confidential Information except for the purpose of disclosure as permitted in accordance with this Agreement.
The Receiving Party shall not reverse-engineer, decompile, or disassemble any equipment, hardware or software
provided or disclosed to it and shall not remove, overprint or deface any notice of copyright, trademark, logo,
legend or other notice of ownership from any originals or copies of Confidential Information it obtains from the
Disclosing Party. The Receiving Party shall, within seven days of receipt of a written demand from Disclosing
Party and immediately upon expiry or termination of this Agreement:

a) return all written Confidential Information (including all copies); and

b) expunge or destroy any Confidential Information (including all copies, analyses, notes, memoranda or
other documents derived from, containing or reflecting Confidential Information) from any computer,
word processor or other device whatsoever into which it was copied, read or programmed by the
Indyverse Headquarters, Tie Ethnic Online Pvt.. Ltd., 311, Suncity Business Tower, Sector-54, Golf Course Road, Sector-54, Gurugram, Haryana-122002
Tel.: 0124-4300613, Ph. no-9205991345 Email [email protected] Website- www.indyverse.in,
GST- 06AAICT9598F1ZO CIN No- U72900HR2021PTC098773
 Receiving Party or on its behalf (including by any person to whom disclosure has been made and not
attempt to recover such material.

The obligations in this clause shall not apply to the extent that (but only for so long as) it is necessary to retain
copies for the purpose of providing information to any regulatory authority. The Receiving Party shall on request
supply a certificate signed by a director as to its full compliance with the requirements of this clause.

12. Proprietary Rights. Each Party shall retain all right, title and interest to such Party’s Confidential
Information. Neither Party acquires any intellectual property rights or any other rights or licenses under this
Agreement, impliedly or otherwise, except for the limited right to use as set out in clause 1 above.

13. General.

a) This Agreement shall not be construed to create a partnership, agency or other relationship between Parties.

b) This Agreement may be executed in several counterparts (physical or electronic form), each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.

c) Assignment: Neither Party shall assign this Agreement (whether by operation of law, sale of securities or
assets, merger or otherwise) or any rights or obligations hereunder without the other Party’s prior written consent.

d) Any additions or modifications to this Agreement must be made in writing and must be signed by an authorized
representative of both the Parties.

e) Any failure or delay by either Party in exercising any right, power or privilege under this Agreement shall not
constitute a waiver thereof, nor shall any single or partial waiver preclude any other exercise of such right, power
or privilege hereunder of any other provision. Any waiver to be effective must be in writing signed by an
authorized officer of the waiving Party.

f) Severability: Each Party acknowledges that the provisions of this Agreement are reasonable and waives any
defense to the strict enforcement thereof by the other Party. If any provision of this Agreement shall be held, for
any reason to be illegal, invalid or non-enforceable under applicable law, the remaining provisions shall
nonetheless be legal, valid and enforceable.

h) Notice: All communications required to be given by a Party to the other Party under or pursuant to this
Agreement shall be in English, in writing and shall be deemed to have been given when hand delivered by
messenger or courier or sent by registered post or speed post or facsimile or email to the other Party at the
following address:

Tie: Tie Ethnic Online Pvt Ltd

Name: Ravineet Singh Marwah
Email: [email protected]
Phone: 9958735555

Designer: Terra Living

Name: Jenita Vora
Email: [email protected]
Phone: 9016623554

or to such other address as either Party may from time to time notify to the other.

Both the parties have executed this Agreement as of the date written below.

Indyverse Headquarters, Tie Ethnic Online Pvt.. Ltd., 311, Suncity Business Tower, Sector-54, Golf Course Road, Sector-54, Gurugram, Haryana-122002
Tel.: 0124-4300613, Ph. no-9205991345 Email [email protected] Website- www.indyverse.in,
GST- 06AAICT9598F1ZO CIN No- U72900HR2021PTC098773
By: TIE Ethnic Online Private Limited By: Terra Living

Name: Ravineet Singh Marwah Name: Jenita Vora

Signature: Signature:

Date: 14th April’2023 Date:

Indyverse Headquarters, Tie Ethnic Online Pvt.. Ltd., 311, Suncity Business Tower, Sector-54, Golf Course Road, Sector-54, Gurugram, Haryana-122002
Tel.: 0124-4300613, Ph. no-9205991345 Email [email protected] Website- www.indyverse.in,
GST- 06AAICT9598F1ZO CIN No- U72900HR2021PTC098773