This NON-DISCLOSURE, INTELLECTUAL PROPERTY ASSIGNMENT and NON-COMPETITION

AGREEMENT is effective as of 16th December, 2023

By and Between:

“Betterhalf Private Limited”, a company registered under the Companies Act 2013 and having its
registered office at No 46, First Floor, 12th Main Road, Behind BDA Complex, Sector 6, HSR Layout,
Bangalore, KA- 560102 IN, hereinafter referred to as the Party of the First Part or Company or Employer.

AND

Tanishq Singh Rathore hereinafter referred to as the Party of the Second Part or Employee.

The Party of the First Part and the Party of the Second Part shall be individually referred to as ‘Party’ and
together shall be known as ‘Parties’.

NOW, THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS:

1. Purpose

The parties to this Agreement were engaged in a relation of employer and employee, more specifically
defined in clause 12 (a) hereunder, till the date of this agreement. This Agreement combines a
non-disclosure, non-competition, and an Intellectual property assignment agreement. The parties had
been engaged in substantive discussions and sharing of confidential information regarding all potential
and existing business opportunities, trade secrets, business entity formation and structuring, and tax
planning. In connection with these discussions, it had been necessary and/or desirable for the Company
to provide the Confidant with, or allow access to, proprietary, technical, or business data, and/or other
confidential information of the Company (collectively the "Confidential Information"). Therefore, the
Confidant agrees that he/she is under an obligation of confidentiality.

The Company believes, and the Confidant hereby agrees, that the Company’s Confidential Information
has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the
Confidant agrees that he shall not use any advantages derivable from such information in its own
business or affairs or in case of his employment with entities having the same line of business as that of
the Company.

2. Confidential Information

Confidential Information shall mean all information, whether or not in writing, concerning the Company’s
business, technology, business relationships or financial affairs which the company has not released to
the public (collectively, “Confidential Information”) and the Parties agree that it is and will be the exclusive
property of the Company. Confidential Information also includes information received in confidence by the
Company from its customers or suppliers or other third parties.

Confidential Information shall include, without limitation, information on finance, structure, business
plans, employee performance, staffing, compensation of others, research and development, operations,
manufacturing and marketing, strategies, customers, files, keys, certificates, passwords and other
computer information, as well as information that the Company receives from others under an obligation
of confidentiality. Confidential information shall also include all “Developments”, “Company-Related
Developments” and “Intellectual Property Rights” as mentioned and described in section 4 hereunder.

3. Obligation of Confidentiality

The Confidant agrees to the following terms and conditions:

a. The confidant shall use the ‘Confidential Information’ only for the purpose of carrying out
assignment and duties assigned to the confidant in the normal course and as per the agreement of
employment.

b. The Confidant shall at no time without the prior written permission of the Company, either during or
after the employment relationship disclose any Confidential Information to anyone outside the Company
or anyone in the Company.

c. The Confidant shall cooperate with the Company and use his best efforts to prevent the
unauthorized disclosure of all confidential Information. The confidant shall deliver to the Company all
copies of Confidential Information in his possession or control upon the earlier of a request by the
Company or termination of the Service or employment Relationship.

d. Notwithstanding the foregoing, the Confidant shall not be held liable for disclosing any Confidential
Information made pursuant to a law or decree or any other judicial or investigation process by a
Government authority.

4. Intellectual Property Development and Assignment

a. The confidant agrees to make full and prompt disclosure to the Company of all inventions,
discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, mask
works, databases, computer programs, formulae, techniques, trade secrets, graphics or images, and audio
or visual works and other works of authorship (collectively “Developments”), whether or not patentable or
copyrightable and shall hereby agree to assign and transfer and, to the extent any such assignment cannot
be made at present, will assign and transfer, to the Company and its successors and assigns all the right,
title and interest in

i. all Developments that

1. relate to the business of the Company or any customer of or supplier to the Company or any of the
products or services being researched, developed, manufactured or sold by the Company or which may be
used with such products or services; or
2. result from tasks assigned to the confidant by the Company; or
3. result from the use of premises or personal property (whether tangible or intangible) owned, leased or
contracted for by the Company (collectively, “Company-Related Developments”), and

ii. all related patents, patent applications, trademarks and trademark applications, copyrights and
copyright applications, and other intellectual property rights in all countries and territories worldwide and
under any international conventions (“Intellectual Property Rights”). The confidant understands and
agrees that to the extent this Agreement is required to be construed in accordance with the laws of any
state which precludes a requirement in an employee or other service provider agreement to assign certain
classes of inventions made by an employee or other service provider, this paragraph will be interpreted not
to apply to any invention which a court rules and/or the Company agrees falls within such classes.

iii. The confidant agrees that he shall not incorporate, or permit to be incorporated, any Prior Invention
(as defined below) in any Company-Related Development without the Company’s prior written consent. A
“Prior Invention” is any Development that the confidant or the company may have, alone or jointly with
others, conceived, developed or reduced to practice prior to the commencement of this agreement with
the Company that the confidant considers to be his property or the property of third parties. If, in the
course of this Relationship with the Company, if the confidant incorporates a Prior Invention into a
Company product, process or machine or other work done for the Company, the confidant hereby grants to
the Company a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to
sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention.

5. Obligation of Non-Competition

The non-competition provisions of this Agreement are an essential and material part of the total
agreement, by which the Confidant agrees it shall not use any advantages derivable from such confidential
information in its own business or affairs, or in case of his employment with entities having same line of
business or in the similar industry as that of the Company at any point of time in future.

6. Non-Circumvention

The Confidant hereby agrees for himself their officers, directors, agents, associates and any related
parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any
entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its
officers, directors, agents or associates, for the purpose of avoiding the payment to the Company of
profits, fees or otherwise, without the specific written approval of the Company.

7. Obligation to Co-operate

The confidant hereby undertake to cooperate fully with the Company, both during and after the
employment with the Company, with respect to the procurement, maintenance and enforcement of
Non-Disclosure, Non-Compete and Intellectual Property Rights in all confidential information,
Company-Related Developments or Intellectual Properties. The confidant undertakes to sign, both during
and after the term of this Agreement, all papers, including without limitation copyright applications, patent
applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the
Company may deem necessary or desirable in order to protect its rights and interests in any
Company-Related Development.

8. Breach of Terms and Damages

If there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood
that the Company shall be entitled to immediate injunctive relief; Without prejudice to any of the above,
even though no adequate remedy in money or other damages shall make good the actual losses for the
Company, the Company shall based on a working, determine and identify an approximate monetary loss
and the confidant agrees to make good such losses by paying the same as ‘Penalty for Breach’ in cash or
by other modes and in such timeline as may be determined by the Company. In any case the ‘Penalty for
breach’ shall not be less than USD 10,000, unless a lower amount is agreed by the Company in writing. The
confidant also agrees that no specification in this Agreement of any particular remedy shall be construed
as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this
Agreement.

9. No Representations

The Confidant understands that the Company makes no representation or warranty as to the accuracy or
completeness of the information it provides to the Confidant. The Confidant agrees that neither the
Company, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization
of Confidential Information which results from the Confidant’s use of said information.

10. Term

This Agreement shall, by mutual consent of the parties, remain in force for a perpetual period from the
date signed and executed by all parties until and unless revoked in writing by the parties hereto.

11. Jurisdiction

This Agreement will be governed by the laws of India and the court of Bangalore, Karnataka, India, shall
have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement. Should the
Company assert that a violation has occurred; the parties agree that the Company shall be entitled to take
action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or
in any other locale or jurisdiction(s) which is appropriate, in the opinion of the Company and their counsel.

12. Miscellaneous

a. As used in this Agreement, the employer is the First Party and the Second Party or employee means
the following:

"Employees include full time employees on the payroll of the company, part time employees, interns and
apprentices.‘He’ includes ‘She’ and ‘His’ includes ‘Her’ or any other entity or person.

c. No agency or partnership relationship is created between the parties by this Agreement.

d. No party has an obligation under this Agreement to purchase any service or item from any of the
other parties, or to offer any service or item for sale to any of the other parties and that any agreement to
have a business relationship between the parties will exist only when such agreement is in writing and
duly executed by all the parties hereto.

e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and
signed by all parties. However, the failure of a party to insist on full compliance with any provisions of this
Agreement in a particular instance shall not preclude it from requiring full compliance thereafter.

f. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other
provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed
severable.
 g. If any party hereto incurs any legal fees, whether or not action is instituted, to enforce the terms of
this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the
successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to
any other relief to which it or they may be entitled.

h. This Agreement constitutes the entire understanding between all the parties and supersedes all
previous understandings, agreements, communications and representations, whether written or oral,
concerning the discussions by and between the parties hereto and the Confidential Information.

13. Mutuality

To the extent that confidential information is disseminated or exchanged by both parties, such
information shall be confidential as to both parties, the Company and the Confidant

IN WITNESS WHEREOF, the parties hereto have individually and by their duly authorized representatives
executed and delivered this Agreement, to be effective as of the date first written above.

Agreed to and accepted by:

COMPANY:

For BETTERHALF PRIVATE LIMITED

Represented by:

_______________________ _______________________
Pawan Kumar Gupta Tanishq Singh Rathore

(Co-founder and CEO) Business Development Executive

Date: