CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

(Consultant or Independent Contractor)

This agreement (“Agreement”) is made and entered into as of the Effective Date (as defined
below) by and between Gallagher Service Center LLP (“GSC LLP”), a corporation with its offices in India
and its related companies (collectively the “Company”) and MINDSTORM TECHNOLOGIES LLP
the undersigned consultant of the Company. (“Consultant”).

1. Confidential and Proprietary Information Belonging to the Company . The Consultant

recognizes that Consultant will be provided and granted otherwise prohibited access to certain
confidential and proprietary data and trade secret information of the Company which is not known
either to its competitors or within the industry generally and which has independent economic value to
the Company, and is subject to reasonable efforts that are reasonable under the circumstances to
maintain its secrecy. This information (collectively “Confidential Information”) is the sole and exclusive
property of the Company and may include, but is not limited to:

 unique marketing andservicing programs, proceduresand techniques;

 investment, wealth management and retirement plan consulting, variable
annuities, and fund investment business and related productsandservices;
 underwriting criteria for general programs;
 business, management andhuman resources/personnel strategiesandpractices;
 criteria andformulae used toprice insurance andbenefits products andclaims management,
loss control and information management services;
 structure andpricing of special insurance packagesnegotiated withunderwriters;
 sensitive information about the Company’s agreements and relationships with underwriters;
 salesdata storedinvarious toolsandresources(including, withoutlimitation,[Link]);
 lists of prospects including,withoutlimitation,the identity, authority and responsibilities
ofkey contactsat Company accounts and prospects;
 informationrelating tothe composition andorganization of Company accounts’ businesses;
 peculiar risks inherent in the operationsofCompany accounts;
 sensitive detailsconcerning the structure, conditions and extent of
existing insurance coverages of Company accounts;
 policy expiration dates, premium amountsand commission ratesrelating to Company accounts;
 risk management service arrangementsrelating to Company accounts;
 informationrelating toloss histories for Company accounts;
 candidate andplacement listsrelating to Company accounts;
  personnel andpayroll data including detailsofsalary, bonus, commission
and other compensation arrangements; and
 Other data showing the particularized insurance or consulting requirements
and preferences of Company accounts.

2. Consultant’s Acknowledgment. Consultant acknowledges that the job duties or core

roles of Consultant’s position may include assisting in the development of information and data that is
Confidential Information belonging to the Company. Consultant acknowledges further that, but for
Consultant’s promise to safeguard Confidential Information as set forth below, the Company would not
agree to provide Consultant with Confidential Information. Confidential Information may be stored in,
among other places, files, documents, reports, renewal information, customer lists, accounting records,
products purchased by customers, customer account and credit data, referral sources, computer
programs and software, customer comments, Company written manuals and marketing and financial
analysis, plans, research and programs. Consultant recognizes that this Confidential Information
constitutes valuable property of the Company, developed over a long period of time and at substantial
expense and that the Company takes reasonable efforts to keep this Confidential Information
confidential and it is made available only to those individuals who need access to such Confidential
Information to provide specific services to the Company. Consultant promises to safeguard such
Confidential Information, and agrees that Consultant will not, at any time during engagement with the
Company, divulge such Confidential Information or make use of it for Consultant’s own purposes or t he
purposes of another.

3. Consultant’s Role in Safeguarding Confidential Information . Consultant acknowledges

that the Company’s business depends to a great degree upon safeguarding Confidential Information
and that the profitability of the Company’s business requires that this information be kept confidential
and proprietary within the Company. Consultant recognizes further the Company’s legitimate interest in
safeguarding Confidential Information from disclosure. Accordingly:

A. Consultant agrees that all intellectual property, such as computer programs,

systems or software, developed during Consultant’s engagement with the Company or as a result of
said engagement is “work for hire” performed by Consultant in the course and scope of the
relationship. To the extent that any such intellectual property is determined not to constitute “work for
hire,” or if any rights in any such intellectual property do not accrue to the Company as a “work for
hire,” Consultant’s signature on this Agreement constitutes an assignment (without any further
consideration) to the Company of any and all copyrights and other rights, title and interest in and to all
such intellectual property. The Company will retain all proprietary rights to any and all such intellectual
property. Consultant agrees to execute any documents necessary to perfect the Company’s interest in
such intellectual property upon the Company’s request. Notwithstanding the foregoing, this
subparagraph does not apply to an item of intellectual property for which no equipment, supplies,
facilitiesor
Confidential Information of the Company was used and which was developed entirely on Consultant’s
own time, unless: (1) the item of intellectual property relates to the business of the Company or to t he
Company’s actual or demonstrably anticipated research and development; or (2) the item of
intellectual property resultsfrom any workperformed by Consultant for the Company.

B. At no time during Consultant’s engagement with the Company, and for a

period of two (2) years after the Consultant is no longer engaged with the Company for any reason,
Consultant will not directly or indirectly disclose, use or divulge Confidential Information of the
Companyor make use of it for his own purpose or the purpose of another. For purposes of this
subparagraph, “indirectly” means any act done by or for the benefit of the Consultant or any person or
entity that: (1) employs or is employed by Consultant whether directly or indirectly; or (2) that has any
contract, agreement or arrangement withConsultant.

4. Non-Piracy of Company Employees. Consultant recognizes that employees of the

Company are a valuable resource of the Company. Accordingly, during Consultant’s engagement with
the Company, Consultant will not, directly or indirectly solicit, induce, entice or recruit any employee of
the Company to leave their employment with the Company. In addition, for a period of two (2) years
after the Consultant is no longer engaged with the Company for any reason whatsoever, Consultant
willnot directly or indirectly, solicit, induce or recruit any employee of the Company who has been
provided Confidential Information to leave the employ of the Company. For purposes of this
subparagraph, “indirectly” means any act done by or for the benefit of the Consultant or any person or
entity that: (1) employs or is employed by Consultant whether directly or indirectly; or (2) that has any
contract, agreement or arrangement withConsultant.

5. Injunctive Relief, Remedies for Breach, Attorneys’ Fees. The Consultant agrees that
the promises set out in this Agreement are of a unique, unusual and extraordinary character which
givesthem a special value, the loss of which cannot be adequately compensated with money damages.
Accordingly, without limiting any right or remedy otherwise available to the Company for Consultant’s
breach of any provision of this Agreement, the Consultant acknowledges that the remedy of money
damages for any breach would be inadequate to compensate Company, and that the Company is
entitled to equitable relief (including, without limitation, temporary restraining orders, preliminary and
final injunctions) to prevent the Consultant from breaching or continuing to breach the provisions of
this Agreement. The Consultant expressly waives any requirement that the Company post bond or any
type of security in connection with seeking equitable relief. In addition, Consultant agrees that the
Company may seek injunctive relief when and if it elects to do so and any delay in seeking injunctive
relief will not prejudice or waive the Company’s right to do so. Consultant expressly waives the right to
assert that the Company is not entitled to injunctive relief because of any delay in seeking such relief.
Consultant agrees to be responsible for and pay the Company its reasonable attorneys’ fees and other
expenses and costs incurred to enforce this Agreement if the Company is the prevailing party. The
Consultant
further agrees that if Consultant breaches any promise contained in this Agreement, the Company will
be entitled, in addition to all other legal or equitable remedies it may have ,to offset and withhold
against any such loss, cost, sand liability or expense any amount of any kind that may then be owing or
payable by Company toConsultant.

6. Assignment. This Agreement may be assigned to, will be binding upon, and will inure to
the benefit of the continuing entity or to any successor in interest to the Company including, without
limitation, any entity to which the Company sells business, assets and/or accounts of any branch,
business unit or profit center in which Consultant is primarily engaged. This Agreement also will inure
tothe benefit of every related company included in the definition of “Company” under this Agreement.
The Company may assign this Agreement to any related company of GSC LLP in which case all
references to “the Company” and all rights of the Company will include and inure to the benefit of that
relatedcompany. Consultant maynot assign this Agreement or anyobligations hereunder.

7. Governing Law. This Agreement will be governed by and construed in accordance with
the laws of India. Consultant waives and agrees not to interpose any argument that this choice of law
is inappropriate or should not be given effect.

8. Integration, Construction With Existing Employment Agreement(s) . This Agreement

contains the entire agreement of the parties with respect to the subject matters covered herein. The
parties agree that all prior negotiations and communications are of no force or effect. Further, the
parties agree that there are no oral agreements, understandings, undertakings or promises of the
parties relating to the subject matters covered by this Agreement. Notwithstanding the foregoing, this
Agreement will not affect any Executive Agreement, Associate Agreement, Employment Agreement,
Employee Agreement or any other any existing agreement relating to Consultant’s prior employment
with the Company (if any) relating tonon-competition, non-solicitation, confidentiality andnon-
disclosure, which agreement(s) remaininfull force and effect.

9. Amendment. This Agreement may not be amended, altered or modified without the
prior written consent of both parties, and such instrument will acknowledge that it is an amendment or
modification of this Agreement. Waiver of any term or condition of this Agreement will not be
construed as a waiver of any subsequent breach or failure of the same term or condition, or any other
term or condition. Any waiver must be in writing. No amendment, alteration, modification or waiver
may be signed byConsultant on behalf of the Company, itsassignees, successors or assigns.
 10. Severability. If anyprovision of this Agreement or anyword, phrase, clause or sentence
is found to be illegal or unenforceable for any reason, it is the intention of the parties that such word,
phrase, clause or sentence be modified or deleted by a court of competent jurisdiction so asto provide
the greatest possible protection of the Company’s Confidential Information consistent with amodified,
legal and enforceable Agreement under the applicable law. It is the intention of the parties that, so
modified, the balance of this Agreement will not be affected and will be construed as severable and
independent.

11. Effective Date. The Effective Date of this Agreement is 1st October 2022.

GALLAGHER SERVICE CENTER LLP, onbehalf CONSULTANT

of itself and its related companies
Consultant Signature

By:

Arti Chothani
Pushparaj G Mindstorm Technologies LLP
Corporate Officer Signature – India

Title: Service Delivery Manager-HR Title: Designated Partner

Date: Date: 18/10/2022