NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Mutual Non-Disclosure and Confidentiality Agreement (“Agreement”) is made effective on the
3rd of May 2025 (“Effective Date”) at New Delhi.

By and Between:

Rise Legal, a partnership firm having its office at A-161, Defence Colony, New Delhi - 110024
(hereinafter referred to as “Consultant”, through its Managing Partner, Ms. Ritika Ganju.

AND

M/s Marudharneural Tech Solutions LLP, a company registered under the Indian Companies Act,
2013, having its registered office at G-790, Boranada Phase-IV, Jodhpur-342012, (hereinafter referred
to as “Client”, which expression shall, unless excluded by or repugnant to the context, be deemed to
include its successors-in-interest and assigns) being represented by Mr. Ashish Mathur, authorized to
sign and execute this Agreement.

Both Consultant and Client may, hereinafter, wherever the context so permits, be referred to
individually as a “Party” and collectively as the “Parties”.

WHEREAS:

1. The Consultant is a law firm engaged in providing legal advisory services.

2. The Client is a technology company engaged in the business of providing technology-related

3. The Client has approached the Consultant to seek legal advice and related professional
services in connection with a contract proposed to be entered into with an entity namely,
M/s Total MES (hereafter referred to as the “Services”).

4. For the purpose of providing the Services, Client and Consultant will be sharing Confidential
Information (as defined hereinafter) to each other which are not generally known to the
public and both believe that it is in their mutual interest to ensure that all such Confidential
Information is safeguarded and carefully protected by the Parties.

5. The Parties’ owners, employees, or expressly authorized representatives or agents (herein

6. During the course of performance of obligations by each Party, a Party (herein referred as
“Receiving Party”) may receive or otherwise obtain Confidential Information from the other
Party (herein referred as “Disclosing Party”).
7. In consideration of the mutual promises and covenants contained in this Agreement, the
Disclosing Party is willing to disclose and the Receiving Party is willing to receive such
Confidential Information, subject to the terms and conditions mentioned hereunder in this
Agreement.

THEREFORE, THIS AGREEMENT WITNESSETH AS UNDER:

1. CONFIDENTIAL INFORMATION

1.1 The term “Confidential Information” shall include any and all information and other
materials belonging to or disclosed, furnished, communicated, supplied by the Disclosing
Party, as its property or in connection with the Services, to the Receiving Party, including the
Representatives, either directly or indirectly, whether or not such information is reduced to
writing and marked “confidential”. The “Confidential Information” shall also be deemed to
include (without limitation), whether or not so declared in writing, discoveries, ideas,
confidential list of products, concepts and software in various stages of development,
designs, drawings, specifications, techniques, models, prototypes, data, plans, approaches,
decisions, source code, object code, documentation, manuals, diagrams, flow charts,
schematics, research, process, procedures, functions, trade secrets, business, technical
information, marketing techniques and materials, marketing and development plans,
customer names and other information related to customers price lists, pricing policies and
financial information, whether or not stored in any medium, relating to the Disclosing Party’s
business and any other document or information which is not generally available to the
public and that gives the one who uses it an advantage over competitors who do not know of
or use the trade secret and which might reasonably be considered confidential or sensitive
having regard to the nature of business of the Disclosing Party.

2. OBLIGATION OF CONFIDENTIALITY

2.1 General Obligation: In consideration of the disclosure and release of the Confidential
Information by or on behalf of the Disclosing Party to the Receiving Party, the Receiving Party
hereby agrees to take responsible precautions, consistent with industry standards, to protect
such confidential information from unauthorized disclosure or use and keep in confidence
any and all such Confidential Information.

2.1.1 The Parties agree to treat their discussions and negotiations regarding the Services with strict
confidentiality and shall not disclose the facts or contents of such discussions and/or
negotiations, except as permitted under this Agreement, unless and until mutually agreed
otherwise by the Parties.

2.2 Purpose: The Receiving Party undertakes that it and its Representatives shall use the
Confidential Information solely for the purpose of providing the Services, or for such other
purposes as may be agreed upon or consented to by the Disclosing Party from time to time.
2.3 Representatives: The Receiving Party shall take all steps and measures to minimize the risk of
disclosure of the Confidential Information by ensuring that only such Representatives who
are expressly authorized by it to and whose duties require them to possess the Confidential
Information shall have access to the Confidential Information on a need-to-know basis. The
Receiving Party shall ensure that all its Representatives are informed of, understand and
observe all terms in this Agreement.

In any event, the Receiving Party shall take reasonable steps to ensure its Representatives
comply with the terms herein, but shall not be liable for inadvertent breaches where it has
exercised due diligence and any act or omission by any of its Representatives which would
constitute a breach of the terms of this Agreement and shall take all reasonable measures to
restrain such Representatives from prohibited or unauthorized disclosure or use of the
Confidential Information.

2.4 Reproduction: The Receiving Party shall not reproduce, replicate, market, sell, distribute, any
Confidential Information or create derivative works or developments based on the
Confidential Information other than for the Purpose of providing Services to the Disclosing
Party.

2.5 Control and Storage: The Receiving Party shall also ensure the security and control of any
Confidential Information which is in documentary or other tangible form by using such
measures and/or procedures as it uses in relation to its own confidential information and
trade secrets by restricting access to such information to only those of its employees, agents,
or contractors who have a need to know for the purposes of this Agreement and who are
bound by confidentiality obligations no less stringent than those contained herein.

2.6 Return/Destruction: Upon request by the Disclosing Party, the Receiving Party shall ensure
the return or destruction of any or all Confidential Information, along with all documents and
materials containing or incorporating such Confidential Information, including all copies or
reproductions thereof.

3. DISCLOSURE TO THIRD PARTIES

3.1 Should the Receiving Party require any Confidential Information to be disclosed to any third
party, the Receiving Party shall, prior to such disclosure, obtain the prior written consent of
the Disclosing Party, and shall ensure that such third party is bound by confidentiality
obligations no less stringent than those set forth in this Agreement.

3.2 The Receiving Party agrees to notify and consult with the Disclosing Party prior to making
any disclosure, unless such prior notification and consultation is not practicable within the
time frame stipulated for the disclosure. In such event(s), the Receiving Party agrees to notify
the Disclosing Party of the disclosure as soon as reasonably possible.
3.3 The Receiving Party shall not disclose any Confidential Information related to the Services,
including any alterations or developments proposed exclusively for the Disclosing Party, to
any third party not bound by the terms of the Services. The Receiving Party shall ensure that
such plans or suggestions for alterations and/or developments are not offered or provided to
any party other than the Disclosing Party, except with the prior written consent of the
Disclosing Party.

4. PROPERTY OF THE PARTIES

4.1 All Confidential Information disclosed pursuant to this Agreement shall be and remain the
property of the Disclosing Party. Nothing in this Agreement shall be construed as granting or
conferring any rights whatsoever (including without limitation any Intellectual Property
Rights), in respect of the Confidential Information to the Receiving Party.

5. REPORTING UNAUTHORISED DISCLOSURE, MISAPPROPRIATION OR MISUSE OF

5.1 The Receiving Party shall employ its best efforts to avoid unauthorized dissemination or
publication of Confidential Information (employing the same degree of care as it uses with
respect to its own confidential information that it does not wish to have disclosed or
published).

5.2 The Receiving Party shall immediately inform or advise the Disclosing Party of any
unauthorized use or disclosure, misappropriation or misuse by any person of any
Confidential Information, upon the Receiving Party having notice or knowledge of the same.

6. NO REPRESENTATION, WARRANTY OR GUARANTEE

6.1. All Confidential Information is provided on an “as is” basis. No Confidential Information
disclosed by the Disclosing Party (including its directors, agents, and employees) shall
constitute any representation, warranty, or guarantee, whether express or implied, upon
which the Receiving Party may rely. The Disclosing Party assumes no responsibility,
obligation, or liability to the Receiving Party for the accuracy, completeness, or suitability of
the Confidential Information, or for any other matter relating to the Purpose. No
representation is made, nor should any be implied, that the information will remain
unchanged. However, nothing in this clause shall operate to exclude liability for fraudulent
misrepresentation. The Receiving Party is expected to make its own independent assessment
of the Purpose and to rely on its own judgment in reaching any conclusions.

7. ASSIGNMENT

7.1. Neither Party shall have the right to assign this Agreement (or any part hereof) without the
prior written consent of the other. Any assignment without such consent shall be void and is
a material breach of this Agreement. Subject to the foregoing, this Agreement shall inure to
 the benefit and be binding upon the parties named herein and their respective
representatives and assigns.

8. MODIFICATION / AMENDMENT

8.1. No modification, amendment, or waiver of any provision of this Agreement shall be valid or
binding unless it is made in writing and signed by duly authorized representatives of both
Parties. Any such modification shall be strictly construed and shall not be deemed to
constitute a waiver or modification of any other provision of this Agreement unless expressly
stated.

9. NON-APPLICABILITY OF CONFIDENTIALITY OBLIGATIONS

9.1. The confidentiality and non-use obligations of this Confidentiality Agreement shall not apply
to the following as established by reasonable proof:

(a) information which at the time of disclosure is in the public domain;

(b) information which, after disclosure, becomes a part of the public domain by
publication or otherwise, except in breach of this Confidentiality Agreement;

(c) information which Receiving Party can establish was in its possession prior to
disclosure or was subsequently and independently developed by employees of or
behalf of the Receiving Party without use, direct or indirect, or information required
to be held confidential hereunder, and who had no knowledge of the Information
disclosed;

(d) information that Receiving Party shall receive from a third party, provided however
that the third party has the right to disclose the Information to other Party;

(e) information that is required to be disclosed by law, provided that the Receiving
Party, where practicable, shall give prior knowledge to the Disclosing Party before
making such disclosure, to allow the Disclosing Party an opportunity to object to
such disclosure or to request confidential treatment from the relevant governmental
authority; or

(f) information which is disclosed by Receiving Party with Disclosing Party’s prior
written approval.

10. DURATION OF AGREEMENT

10.1 This Agreement shall remain in effect for a period of twelve (12) months from the Effective
Date.
11. NOTICES

11.1 All notices required by this Agreement or given in connection with it shall be in writing and
sent by certified mail, overnight mail, reputable courier, or transmitted by facsimile (with
confirmation), to the address that either Party may specify to the other party.

12. WAIVER

12.1 Failure, delay, or neglect by the Disclosing Party to enforce any provision of this Agreement
at any time shall not be construed or deemed to be a waiver of the Disclosing Party’s rights
under this Agreement, nor shall it affect the validity of the whole or any part of this
Agreement or prejudice the Disclosing Party’s right to take subsequent action.

13. SEVERABILITY

13.1 If any provision (or part thereof) of this Agreement is held to be invalid, void, unenforceable
or violation of any applicable law, the same shall be deemed to be deleted from this
Agreement. The remainder of this Agreement shall remain in full force and effect as if such
provision (or part thereof) had not originally been contained in this Agreement.
Notwithstanding the foregoing, the Parties shall negotiate in good faith to agree upon the
terms of a mutually acceptable, valid, binding, and enforceable alternative provision to
replace the provision that has been deleted.

14. ENTIRE AGREEMENT

14.1 This Agreement constitutes the entire agreement between the Parties pertaining to the
subject matter hereof, and supersedes any and all prior agreements, communications and
understandings (both written and oral) regarding such subject matter. This Agreement shall
not be modified or any rights under it waived except by a written document executed
mutually by the parties.

14.3 This Agreement has been signed in duplicate, each of which is an original.

15. GOVERNING LAW AND JURISDICTION

15.1 This Agreement, the relationship between the Parties and all rights and obligations arising
here from shall be governed by and construed in accordance with the laws of India. Subject
to clause 16 below, the Parties hereby agree to resolve any and all disputes between them in
accordance with the procedure and remedies given in Clause 16 of this agreement.

16. DISPUTE RESOLUTION

16.1 In the event of any dispute, controversy, or claim arising out of or in connection with this
Agreement, including any question regarding its existence, validity, interpretation, breach, or
 termination ("Dispute"), the Parties shall first attempt to resolve the Dispute amicably
through good faith negotiations.

16.2 If the Dispute is not resolved within sixty (60) days from the date one Party notifies the other
of such Dispute in writing, the same shall be referred to and resolved by arbitration in
accordance with the Arbitration and Conciliation Act, 1996 (as amended from time to time).

16.2.1 The arbitration shall be conducted by a sole arbitrator jointly appointed by the Parties. If the
Parties fail to agree on the appointment of the sole arbitrator within thirty (30) days from the
date of reference to arbitration, the arbitrator shall be appointed in accordance with the
provisions of the Arbitration and Conciliation Act, 1996.

16.2.2 The award of the arbitrator shall be final and binding on the Parties, and judgment upon the
award rendered may be entered in any court having jurisdiction thereof.

16.2.3 Each Party shall bear its own costs of arbitration, and the fees of the arbitrator shall be
shared equally, unless otherwise determined by the arbitrator in the award.

16.2.4 The seat and venue for arbitration will be [CITY], India and the proceedings will be conducted
in English. The arbitration award will be final and binding on the Parties.

17. MISCELLANEOUS

17.1 Each Party agrees that in relation to the discussions regarding the Purpose, the Party will only
contact such designated Representatives of the other Party as the other Party may nominate
from time to time in writing, and not with any other person.

17.2 This Agreement is entered into between the Parties on a principal-to-principal basis.

17.3 The Receiving Party shall not make any press or public releases or notifications or
announcements as regards the Disclosing Party and/or the Purpose and/or any aspect or
part thereof, without the prior written consent of the Disclosing Party as to timing and
content.

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first
written above.

By:_____________ signature: ______________

By:______________ signature:_______________
Name
Title:
Date: