Kulfi Collective

This Nondisclosure Agreement (the “Agreement”) is made as of the day of agreement by the Counterparty (“Effective Date”) by and between,

Kulfi Ventures Pvt. Ltd., (hereinafter referred to as the “Kulfi” which expression shall, unless repugnant to the meaning or context thereof, mean and include its affiliates, successors and permitted assigns) and the entity agreeing to this Agreement (hereinafter referred to as the “Counterparty” which expression shall unless repugnant to the context shall mean and include its administrators, business successors and permitted assigns).

Kulfi and Counterparty shall each be referred to as a “Party”, and jointly as the “Parties” to the Agreement.

IT IS AGREED AS FOLLOWS

1. Kulfi and the Counterparty wish to explore a possible business opportunity of mutual interest and/or to obtain services from each other, as the case may be (“Purpose”).

2. The Parties acknowledge and agree that they might be dealing with confidential and proprietary information and data (“Confidential Information”) belonging to each of them, be it specifically documented or not, which is not generally known to the public; including but not limited to:

   1. creative information, including symbols, photographs, animations, videos, models, techniques, experimental methods, designs, concepts, research, insights and other creations;
   2. technical information, including research programs and methods, product development plans, functional and technical specifications, technology, inventions, ideas, concepts, drawings, designs, analysis, research, methods, techniques, processes, computer software, data, databases, flowcharts, patent applications, and other technical know-how and materials;
   3. business information, including business plans, business strategies and/or data arising thereof, sales and marketing research, materials and plans, accounting and financial information, projections, performance results, cost data, customer information, personnel records and the like; and
   4. other valuable information of the Parties designated as confidential expressly or by the circumstances in which it is provided

   shared prior to, as well as on and after the Effective Date.

3. The Parties acknowledge and agree that the Confidential Information is not available in the public domain. Therefore, the Parties irrevocably agree that:

   1. the Parties shall not use any Confidential Information for any purpose other than in relation with the Purpose, either directly or indirectly through, any person including but not limited to their agents, affiliates, officers and directors;
   2. the Parties shall not, without prior written consent of the disclosing Party, disclose the Confidential Information, that is made available to it, to any third party in whole or in part;
   3. the Parties shall disclose the Confidential Information to their employees, agents, affiliates, officers on a need-to-know basis and only if the third-party recipient is under similar confidentiality obligations as this Agreement;
   4. in protecting the Confidential Information, the Parties shall exercise at least the same degree of care as they use with their own Confidential Information, but in no event less than reasonable care;
   5. the Confidential Information must be stored and handled in such a way as to prevent unauthorized disclosure or unauthorized access;
   6. any Party shall not, without the written consent of the other Party, duplicate in any manner any Confidential Information furnished in tangible form except for the purposes of this Agreement; and
   7. any Party shall return to the other Party any and all records, reports, documents and memoranda furnished by the other Party, without retaining any copies on any media upon completion or termination of the work, project, or assignment that the Confidential Information is used for.

4. The Parties acknowledge and agree that any information given shall not be taken as Confidential Information if such information:

   1. was already in the public domain before the disclosure of such information, or came to be in the public domain through no wrongful act or breach of this Agreement of the Counterparty or any third party; and
   2. was already in the possession of any Party at the time of disclosure by the other Party, through disclosure by other legitimate sources.
5. If either Party is required to disclose any Confidential Information to any statutory authority or third party in order to comply with any laws or regulations, court orders or decrees, they shall give a prior written notice along with the appropriate details to the other Party about such a disclosure and shall not oppose any legal action that may be taken by the other Party to obtain a protective order or any such relief for such Confidential Information. In the event that such protective action of the other Party is not successful, the Party shall disclose only such part of the Confidential Information as would be required to comply with the law, regulation, order or decree to the authority or third party.
6. Any Party will immediately notify the other Party upon discovery of any loss or unauthorized disclosure of the Confidential Information. The Parties acknowledge and agree that any disclosure of the Confidential Information to any third party may cause serious harm and damage to the disclosing Party for which the receiving Party shall be liable to the disclosing Party for a claim of damages and shall also be liable to be enjoined by an order of a competent court. In addition, the disclosing Party may seek all other legal remedies available to them against the receiving Party for violation of this Agreement.
7. The Parties agree that the respective Parties are and shall remain the exclusive owner of the Confidential Information and all patent, copyright, trade secret, trademark and other intellectual property rights and title therein. No license or conveyance of any such rights to any Party is granted or implied under this Agreement.
8. Nothing in this Agreement shall impose an obligation on either Party to continue discussions or negotiations in connection with the Purpose, or an obligation on each Party, to disclose any information (whether Confidential Information or otherwise) to the other Party.
9. The receiving Party shall indemnify the disclosing Party against all claims, liability, costs, and expenses (including attorneys' fees) arising from any third party claim or proceeding brought against the disclosing Party that relates to or arises out of any disclosure of Confidential Information by the receiving Party in breach of this Agreement.
10. This Agreement shall be deemed to come into force on the Effective Date and shall continue in perpetuity till terminated by either Party by giving a written notice of 30 (thirty) days.
11. Neither Party makes any warranty as to the accuracy or completeness of the Confidential Information provided to the Counterparty.
12. Both Parties hereby agree and confirm that they have been duly authorized for the execution and delivery of this Agreement.
13. Waiver by any Party, of any part of this Agreement shall not be taken as waiver of all of the Agreement nor shall it be taken as waiver for an indefinite period of time. The failure of any Party in exercising its rights, in pursuance of this Agreement shall not be seen as a waiver of such rights by the Party.
14. If any part of this Agreement is held void by any court or authority, only that part of the Agreement shall be seen as void, while the rest of the Agreement shall continue to hold force.
15. This Agreement shall be governed and construed in accordance with the laws of India. Any legal proceedings shall be brought in the competent courts in Mumbai alone.