NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“Agreement”) is made and entered into at Mumbai on

this ____ day of ________ 2024 (Effective Date), by and between;

__________________________a company incorporated under the Companies Act 1956,

India, having its registered office at ____________________(hereinafter referred to as
“EPS” which expression unless it be repugnant or contrary to the context or meaning
thereof, shall be deemed to mean and include its affiliates, successors and permitted
assigns) of the ONE PART;

AND

_______________________, an individual/Proprietorship/Partnership/Company a
limited company registered under the Companies Act, 1956 and having its registered
office at __________________________, (hereinafter referred to as “________” which
expression unless it be repugnant or contrary to the context or meaning thereof, shall be
deemed to mean and include its affiliates, successors and permitted assigns) of the
OTHER PART.

EPS and _________ are hereinafter individually referred to as the “Party” and
collectively as the “Parties”.

WHEREAS:

A. EPS is engaged in the business of providing payment technology and related

services to banks and its customers, including automated teller machines, PoS,
EFT, fund transfer on infrastructure, technology, processing and maintenance
services.
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B. _________________________________________________________. L

C. The Parties are ________________ (the “Purpose”) and in this regard for the
purpose of preliminary negotiations to arrive at a definitive business relationship
need to exchange certain information, which could be critical and peculiar to their
respective business.

D. The Parties wish to regulate how such Confidential Information is to be treated

while they are in the possession or control of the Receiving Party (hereinafter
defined).

In respect of each piece of Confidential Information, the Party who is in receipt of that
piece of Confidential Information shall hereinafter be referred to as the “Receiving Party”
and the Party who discloses that piece of Confidential Information shall hereinafter be
referred to as the “Disclosing Party”. Either Party shall be “Disclosing Party” or
“Receiving Party”.

THEREFORE, THIS AGREEMENT WITNESSETH AND THE PARTIES

HERETO AGREE TO AS FOLLOWS:

1. Confidential Information. The confidential, proprietary and trade secret

information of the Disclosing Party (“Confidential Information”) to be disclosed
hereunder shall be that information which is disclosed to the Receiving Party in the
course of the parties’ discussions for the Purpose whether such disclosure is made
either directly or indirectly in any form whatsoever including, but not limited to, in
writing, in machine readable or other tangible form and whether such information is
marked as “confidential”, “proprietary”, or by a similar legend. The term
Confidential and / or Proprietary Information shall mean and include but not be
restricted to all documents, papers, drawings, diagrams, discs, tapes, floppies, CDs,
DVDs, emails, any and all correspondence and memoranda, technical, strategic,
intellectual property, production, commercial, marketing, customer and similar
information concerning the business, operations and affairs of the Disclosing Party
and other information, of whatever nature and in whichever form, pertaining to/
owned by the Disclosing Party including, without limitations any know-how,
software programs, procedures, methodology, systems, applications, computer
files/ data, techniques, scientific data, financial data, technology, price
specifications, information pertaining to the training procedures/ manuals and
information relating to their business, services being rendered, products and
product lines, past/ present/ future plans for their business/ service improvement.
For the avoidance of any doubt all the reports generated by the Receiving Party
during the course of the term of this Agreement shall also be treated as Confidential
Information.

2. Permissible Use of Confidential Information: The Receiving Party agrees that

the Confidential Information provided to it will be used solely in connection with
the purpose mentioned under this Agreement and that such Confidential
Information will not be disclosed to any person other than those of its directors,
officers, employees, advisors , consultants, brokers or other representatives of such
Receiving Party (“Representatives”) who are directly involved in the purpose
mentioned in Agreement, who have a clear need to know, for purposes of this
Agreement and who shall be advised by the Receiving Party of this Agreement and
the obligations of confidentiality herein. Each party agrees to be responsible for
any breach of this Agreement by it or by any of its Representatives.

3. Obligations of the Receiving Party. The Receiving Party will maintain the
confidentiality of the Confidential Information of the Disclosing Party and ensure
to avoid unauthorized dissemination or publication of Confidential Information
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with at least the same degree of care that it uses to protect its own confidential and
proprietary information, but not less than a reasonable degree of care under the
circumstances. The Receiving Party will not disclose any of the Disclosing Party’s
Confidential Information to any third party, except to the Receiving Party’s
Representatives on a need-to-know basis, who need to know such Confidential
Information in connection with the Purpose. Any employee to whom the
Confidential Information is disclosed shall be informed of this Agreement as also
of the confidential nature of the Confidential Information. Receiving Party shall
ensure that such employee does not to divulge the Confidential Information and is
made aware of the confidentiality provisions of this Agreement. Receiving Party
shall use the Confidential and Proprietary Information for no other purpose than the
Purpose and specifically agrees not to use the Confidential Information for any
commercial purpose.

In order to protect the Confidential Information from improper disclosure, the

Receiving Party acknowledges and agrees that:
a) all Confidential Information shall be and remain the exclusive property of
the Disclosing Party;
b) it shall not advertise or publish or disclose such Confidential Information to
others or authorize anyone else to copy or publish or disclose such
Confidential Information to any third party without the prior written
approval of the Disclosing Party;
c) it shall not use such Confidential Information for any purposes other than
those directly related to the fulfillment of the Receiving Party’s obligations
hereunder; and

d) it shall obtain prior written consent from Disclosing Party before disclosing
any Confidential Information to any third party under this Agreement for the
Purpose; and

e) Receiving Party herein must enter into NDA with any third party to whom
the Confidential Information is disclosed further and must ensure that such
third parties shall further be bound in the same manner as the Parties agreed
herein; and

f) it shall not use any such Confidential Information for its own benefit, or the
benefit of any third party, without the prior written consent of the Disclosing
Party.

g) it shall not attempt to solicit or contact any of the Disclosing Party’s existing
customers and/ or vendors which are divulged to the Receiving Party in
form of the contracts executed between the Disclosing Party and its
customers /vendors, unless prior written consent from the Disclosing Party
is obtained.

h) it shall not reverse engineer, disassemble or decompile any prototypes,

software or other tangible objects which embody the Disclosing Party's
Confidential Information, and which are provided to the Receiving Party
hereunder

4. Exceptions to Confidentiality: Exceptions to the Confidential Information are as

under:

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(a) L
Information which is now or subsequently becomes public domain or
generally available to the public, other than as a result of a breach by the
Receiving Party of its obligations hereof;

(b) Information which is received by the Receiving Party from a third party
without restriction on confidentiality and without a breach by such third party
of a confidentiality obligation towards the Disclosing Party (or if such breach
is made, only if the Receiving Party had no direct knowledge of such breach);

(c) Information which is rightfully known to the Receiving Party prior to its
receipt from the Disclosing Party;

(d) Information which is independently developed by the Receiving Party

without the use of the Disclosing Party’s Confidential Information; or

(e) Disclosure of any Confidential Information is required pursuant to any

compelling judicial, governmental or administrative order or proceeding, or
as required by law. However, the Receiving Party shall give adequate written
notice to the Disclosing Party before making any disclosure so that the
Disclosing Party may have adequate opportunity to respond prior to such
disclosures; as also make disclosure only to the extent as required under
applicable law.

5. Title: Title or the right to possess Confidential Information as between the Parties
will remain in the Disclosing Party’s possession. In particular (without limitation) it
is agreed that under this Agreement that:
a. no license is granted to the Receiving Party, either directly or indirectly, by the
Disclosing Party under any patent, trademark or copy right or other intellectual
property right (now held/ which may be obtained/ which is or may be
licensable); and

b. no license is acquired, either directly or indirectly, by the Receiving Party by

implication or otherwise.

6. Use Limitations: The Receiving Party agrees not to use the Confidential
Information for its own use or for any purposes except for the Purpose expressly set
forth above. The Receiving Party agrees not to copy, alter, modify, disassemble,
reverse engineer or decompile any of the materials unless permitted in writing by
the Disclosing Party.

7. No Obligation of Disclosure and Return of Material: Disclosing Party does not

have any obligation to disclose Confidential Information to the Receiving Party.
Disclosing Party may at any time request in writing the return or destruction of all
or part of its previously disclosed Confidential Information and all copies or
records thereof obtained, directly or indirectly, from the Disclosing Party, and the
Receiving Party promptly return all the Confidential Information in its possession
and shall not retain any copies, abstracts, or reproductions, in whole or in part, of
such Confidential Information, including any portions of any analyses,
compilations, studies, notes, or other documents prepared for internal use by the
Receiving Party that incorporate any such Confidential Information. The Receiving
Party shall also give an undertaking to the Disclosing Party that any materials
received in electronic format by the Receiving Party have been deleted. The
returning of Proprietary Information shall not relieve the Receiving Party from
compliance with the terms and conditions of this Agreement.

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However, Receiving Party may retain any such Confidential Information, Lsubject to
the confidentiality terms of this Agreement, to the extent that is required by any
applicable law, rule or regulation or by any competent judicial, governmental,
supervisory or regulatory body and that portion of the information which consists of
analyses, compilations, forecasts, studies or other documents prepared by it or by its
representative or those files containing any such information which have been
created by automatic archiving and back-up procedure.

8. Term: Parties hereto agree that this Agreement shall be valid for a period of Two
(02) years from the date of execution of this Agreement. The undertakings of the
Parties hereunder shall survive the termination of this Agreement and shall remain
in full force and effect until the earlier of: (i) the lapse of Two (02) years from the
date of execution hereof; or (ii) until superseded by a later agreement signed
between the Parties for the Purpose, if such is executed.

Either Party may terminate the Agreement, with or without assigning any reason
whatsoever, by giving prior written notice of thirty (30) days to the other Party.

9. Breach: The Receiving Party acknowledges that the Confidential Information

received from Disclosing Party is valuable and unique and that any unauthorized
disclosure by the Receiving Party will result in irreparable injury to the Disclosing
Party. Receiving Party agrees that, in the event of a breach or threatened breach of
the terms of this Agreement, the Disclosing Party shall be entitled to an injunction
in addition to and not in lieu of any other legal or equitable relief including
monetary damages.

10. Indemnity: The Receiving Party hereby agrees to indemnify and hold harmless the
Disclosing Party and its directors and employees from and against any damage, loss,
cost, claim or liability (including all expenses and costs of enforcing rights under the
Agreement) arising out of or resulting from (i) any use or disclosure by the
Receiving Party of Confidential Information in violation of the Agreement or any
confidential obligation ; (ii) any leakage of the Confidential Information at the end
of the Receiving Party or its employees/representatives; and (iii) breach or violation
of any of the other covenants herein.

11. Accuracy and Completeness of Confidential Information: Unless specifically

provided in writing, the Disclosing Party makes no representations or warranties,
express or implied, regarding the accuracy or completeness of the Confidential
Information.

12. General:

(a) This Agreement is neither intended to nor will it be construed as creating a joint
venture, partnership or other form of business association between the Parties,
nor an obligation to buy or sell products using or incorporating the
Confidential Information or to enter into any business relationship by the
Parties, including with respect to the Purpose.

(b) Both Parties understand and acknowledge that no license under any patent,
copyright, trade secret or other intellectual property right is granted to or
conferred upon Receiving Party in this Agreement or by the disclosure of any
Confidential Information as contemplated hereunder, either expressly, by
implication, inducement, estoppel or otherwise, and that any license under
such intellectual property rights must be express and in writing.

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L of any
The failure of either Party to enforce any right resulting from breach
provision of this Agreement by the other Party will not be deemed a waiver of any
right relating to a subsequent breach of such provision or of any other right
hereunder. This Agreement constitutes the entire agreement between the Parties
with respect to the disclosure(s) of Confidential Information and may not be
amended except in a written instrument signed by duly authorized representatives
of the respective Parties.

(a) This Agreement shall be binding upon the successors and assigns of both
Parties and shall inure to the benefit of the successors and assigns of both
Parties. All obligations and liabilities of each Party hereunder shall remain
valid and enforceable against that Party, and its successors and assigns
notwithstanding any reconstruction, merger or amalgamation involving that
Party.

(b) A Party hereto shall have no right to assign or transfer its rights and obligations
under this Agreement unless written consent of the Disclosing Party is
obtained.

(c) No provision of this Agreement may be modified or waived unless such

modification or waiver is agreed to in writing and signed by the parties hereto.

(d) The Receiving Party shall at the request of the Disclosing Party provide the
details of the recipients of the Confidential Information from the Receiving
Party including its officers, employees, directors, consultants and parent
company.

(e) No oral agreement, statement or representation shall alter any provisions of this
Agreement.

(f) This Agreement shall be governed and construed in accordance with the by
prevailing laws of India and in case of any dispute or difference arising
between the Parties, the courts, forums and tribunals in Mumbai alone shall
have exclusive jurisdiction to entertain and try the same.

(g) This Agreement may be executed in counterparts, each of which shall be an

original and all of which shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

executed by their duly authorized and empowered officers or representatives as of the
date first above written:

SIGNED, SEALED AND DELIVERED ]

For and on behalf of the above-named ____ ]
_____________ ]

By Sanjay Kapoor
Designation: Director ]

SIGNED, SEALED AND DELIVERED ]

For and on behalf of the above-named ________________ ]
]
By ______________________ ]
Designation: _______________ ]

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