NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT ("the Agreement") dated this . . . . . . . . . . . . . . . . . . .. Day

of . . . . . . . . . . . . . . . . ., . . . . . . . . . . . .
BETWEEN:
Unicorn Prime Services Pvt. Ltd. of SSI 1K5, NIT-1 Faridabad, Haryana, 121001
(The "Seller")
OF THE FIRST PART
-AND
AIM DENTAL SUPPLY LLC of
...............................
(The "Buyer")
OF THE SECOND PART
BACKGROUND:
A. The Seller and the Buyer are contemplating a possible transaction (the "Transaction A
concerning:
 The Seller's E-Commerce services.
B. In connection with the Transaction (the "Permitted Purpose"), the Buyer has requested certain
confidential information (the "Confidential Information").
IN CONSIDERATION OF and as a condition of the Seller providing the Confidential Information
to the Buyer in addition to other valuable consideration, the receipt, and sufficiency of which
consideration is hereby acknowledged, the parties to this Agreement agree as follows:
1. Confidential Information All written and oral information and materials disclosed or provided
by the Seller to the Buyer under this Agreement constitute Confidential Information regardless of
whether such information w provided before or after the date of this Agreement or how it was
provided to the Buyer.
2. 'Confidential Information means all data and information relating to the transaction and the
Seller, including but not limited to, the following:
a. 'Business Operations' which includes internal personnel and financial information of the
Seller, vendor names and other vendor information D (including vendor characteristics, services,
and agreements), purchasing and internal cost information, internal services, and operational
manuals, external business contacts including those stored on social media accounts or other

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similar platforms or databases operated the Seller and the manner and methods of conducting the
Seller's business;
b. 'Customer Information' which includes names of customers of the Seller, their representatives,
all customer contact information, contracts, and their contents and parties, customer services,
data provided by customers, and the type, quantity, and specifications of products and services
purchased, leased, licensed or received by customers of the Seller;
C. 'Intellectual Property' which includes information relating to the Seller's proprietary rights
before any public disclosure of such information, including but not limited to the nature of the
proprietary rights, production data, technical and engineering data, technical concepts, test data,
and test results, D simulation results, the status and details of research and development of
products and services, and information regarding acquiring, protecting, enforcing and licensing
proprietary rights (including patents, copyrights and trade secrets);
d. 'Service Information' which includes all data and information relating to the services provided
by the Seller, including but not limited to, plan, schedules, manpower, inspection, and training
information;
e. 'Product Information' which includes all specifications for products of the Seller as De well as
work product resulting from or related to work or projects of the Seller, of any type or form in
any stage of actual or anticipated research and development;
f. 'Production Processes' which includes processes used in the creation, production, and
manufacturing of the work product of the Seller, including but not limited to, formulas, patterns,
molds, mode' methods, techniques, specifications, processes, procedures, equipment, devices,
programs, and designs;
g. 'Accounting Information' which includes, without limitation, all financial statements, annual
reports, balance sheets, company asset information, company liability information, revenue and
expense reporting, profit and loss reporting, cash flow D reporting, accounts receivable, accounts
payable, inventory reporting, purchasing information and payroll information of the Seller;
h. ’Marketing and Development Information' which includes marketing and development plans
of Seller, price and cost data, price and fee amounts, pricing and billing policies, quoting
procedures, marketing techniques and methods of obtaining business, forecasts and forecast
assumptions and volumes, and plans and potential strategies of the Seller which have been or are
being discussed;
I. ’Computer Technology' which includes all scientific and technical information or material of
the Seller, about any machine, appliance, or process, including but not limited to, specifications,
proposals, models, designs, formulas, test results and reports, analyses, simulation results, tab of
operating conditions, materials, components, industrial skills, operating and testing procedures,
shop practices, know-how, and show-how;
j. 'Proprietary Computer Code' which includes all sets of statements, instructions, or programs of
the Seller, whether in human-readable or machine-readable form, that are expressed, fixed,

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embodied, or stored in any manner and that can be used directly or indirectly in a computer
('Computer Programs'); any report format, design or drawing created or produced by such
Computer Programs; and all documentation, design specifications, and char* and operating
process which support the Computer Programs; and
K. Confidential Information will also include any information that has been disclosed by a third
party to the Seller and is protected by a non-disclosure agreement entered into between the D
third party and the Seller.
3 . Confidential Information will not include the following information:
A . Information that is generally known in the industry of the Seller; of th
B .mat Information that is now or subsequently becomes generally available to the public
through no wrongful act of the Buyer;
C. Information rightly in the possession of the Buyer before the disclosure to the Buyer by the
Seller;
d. Information that is independently created by the Buyer without direct or indirect use of the
Confidential Information; or
e. Information that the Buyer rightfully obtains from a third party who has the right to transfer or
disclose it.
Obligations of Non-Disclosure
4. Except as otherwise provided in this Agreement, the Buyer must not disclose the Confidential
Information.
5 . Except as otherwise provided in vise provided this Agreement, the Confidential Information
will remain the exclusive property of the Seller and will only be used by the Buyer for the
Permitted Purpose. The Buyer will not use the Confidential Information for any purpose that
might be directly or indirectly detrimental to the Seller or any associated affiliates or
subsidiaries.
6. The obligations to ensure and prevent the disclosure of the Confidential Information imposed
on the Buyer in this Agreement and any obligations to provide notice under this Agreement will
survive the expiration or termination, as the case may be, of this Agreement and those
obligations will last indefinitely.
7. The Buyer may disclose any of the Confidential Information:
A. to such employees, agents, representatives, and advisors of the Buy that need to know for the
Permitted Purpose provided that:
i. the Buyer has informed such personnel of the confidential nature of the Confidential
Information;
ii. Such personnel agree to be legally bound to the same burdens of non-disclosure and non-
use as the Buyer;
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 iii. The Buyer agrees to take all necessary steps to ensure that the terms of this Agreement
are not violated by such personnel; and
iv. The Buyer agrees to be responsible for and indemnify the Seller for any DRA breach of
this Agreement by its personnel.
B. to a third party where the Seller has consented in writing to such disclosure; and
C.to the extent required by law or by the request or requirement of any judicial, legislative,
administrative, or other governmental body.
8. The Buyer agrees to retain all Confidential Information at its usual place of business and to
store all Confidential Information separate from its information and documents 1 A in the same
location. Further, the Confidential Information may not be used, reproduced, transformed, or
stored on a computer or device that is accessible to persons to whom disclosure may not be
made, as set out in this Agreement.
Non-Solicitation
9. The Buyer, its affiliates, subsidiaries, and representatives will not, from the date of this
Agreement for six months, directly or indirectly solicit for employment or employ any person
who is now employed or retained by the Seller or any affiliate of the Seller without the prior
written consent of the Seller.
Non-Competition
10. If the Transaction is not satisfactorily completed by the Parties, then:
a. Other than with the of the Seller, which consent may not be unreasonably withheld, the Buyer
will not, from the date of this Agreement for one year, be directly or indirectly involved with a
business which is in direct competition with the business lines of the Seller that are the subject of
this Agreement.
b. From the date of this Agreement for one year, the Buyer will not divert or attempt to divert
from the Seller any business the Seller had enjoyed, solicited, or attempted to solicit, from its
customers, at the time the parties entered into this Agreement.
Ownership and Title
The agreement will grant to create in the Buyer, either expressly or impliedly, any right, title,
interest, or license in or to the intellectual property of the Seller.
Remedies
12. The Buyer agrees and acknowledges that the Confidential Information is of a proprietary and
confidential nature and that any disclosure of the Confidential Information to a third party in
breach of this Agreement cannot be reasonably or adequately compensated for in money
damages and would cause irreparable injury to the Seller. Accordingly, the Buyer agrees that the
Seller is entitled to, in addition to all other rights and remedies available to it at law or equity, an
injunction restraining the Buyer, any personnel, and any agents of Buyer, from directly or

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indirectly committing or engaging in any act restricted by this Agreement concerning the
Confidential Information.
Return of Confidential Information
13. The Seller may at any time request the return of all Confidential Information from the Buyer.
Upon the request of the Seller, or if the Buyer ceases to require the use of the Confidential
Information, or upon the expiration or termination of this Agreement, the Buyer will:
a. return all Confidential Information to the Seller;
b. Provide a certificate to the Seller to the effect that the Buyer has returned all Confidential
Information to the Seller
Notices
14. If the Buyer is required in a civil, criminal, or regulatory proceeding to disclose any part of
the Confidential Information, the Buyer will give to the Seller prompt written notice of such
request so the Seller may seek an appropriate remedy or waive the Buyer's compliance with the
provisions of this Agreement in regards to the request.
15. If the Buyer loses or makes unauthorized disclosure of any of the Confidential Information,
the Buyer will immediately notify the Seller and take all reasonable steps necessary to retrieve
the lost or improperly disclosed Confidential Information.
16. Any notices or delivery required in this Agreement will be deemed completed when hand-
delivered by an agent or seven days after being placed in the post, postage prepaid, to the parties
at the addresses contained in this Agreement or as the parties may later designate in writing. The
addresses for any notice to be delivered to any of the parties to this Agreement are as follows:
a. Name: Unicorn Prime Services Pvt. Ltd.
Address: SSI 1K5, NIT-1 Faridabad, Haryana, 121001
b. Name: AIM DENTAL SUPPLY LLC Address:
..............................................
Representations
18. In providing the Confidential Information, the Seller makes no representations, either
expressly or impliedly as to its adequacy, sufficiency, completeness, correctness, or lack of
defect of any kind, including any patent or trademark infringement that may result from the use
of such information.

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Termination
19. Either party may terminate this Agreement by providing written notice to the other party.
Except as otherwise provided in this Agreement, all rights and obligations under this Agreement
will terminate at that time.
Assignment
20. Except where a party has changed its corporate name or merged with another corporation,
this Agreement may not be assigned or otherwise transferred by either party in whole or part
without the prior written consent of the other party to this Agreement.
Amendments
21. This Agreement may only be amended or modified by a written instrument executed by both
the Seller and the Buyer.
Governing Law
22. This Agreement will be construed in accordance with and governed by the laws of the State
of . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General Provisions
23. Time is of the essence in this Agreement.
24. This Agreement may be exec in counterpart.
25. Headings are inserted for the convenience of the parties only and are not to be considered
when interpreting this Agreement. Words in the singular mean and include the plural and vice
versa. Words in the masculine mean and include the feminine and vice versa.
26. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be
read and construed independently of each other. If any part of this Agreement is held to be
invalid, this invalidity will not affect the operation of any other part of this Agreement.
27. The Buyer is liable for all costs, expenses, and expenditures including, and without
limitation, the complete legal costs incurred by the Seller in enforcing this Agreement as a result
of any default of this Agreement by the Buyer.
28. The Seller and the Buyer acknowledge that this Agreement is reasonable, valid, and
enforceable. However, if a court of competent jurisdiction finds any of the provisions of this
Agreement to be too broad to be enforceable, it is the intention of the Seller and the Buyer that
such provision is reduced in scope by the court only to the extent deemed necessary by that court
to render the provision reasonable and enforceable, bearing in mind that the Buyer intends to
give the seller the broadest possible protection against disclosure of the Confidential
Information.
29. No failure or delay by the Seller in exercising any power, right, or privilege provided in this
Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers

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or privileges preclude any further exercise of them or the exercise of any other right, power or
privilege provided in this Agreement.
30. This Agreement will inure to the benefit of and be binding upon the respective heirs,
executors, administrators, successors and assigns, as the case may be, of the Seller and the
Buyer.
31. This Agreement constitutes the entire agreement between the parties and there are no further
items or provisions, either oral or otherwise.
IN WITNESS WHEREOF Unicorn Prime Services Pvt. Ltd. and AIM DENTAL SUPPLY LLC
have duly affixed their signatures under hand and seal on this . . . . . . . . . . . . . . . . Day
of . . . . . . . . . . . . . . . . . . . . ., . . . . . . . .

Unicorn Prime Services Pvt. Ltd.

Per: . . . . . . . . . . . . . . . . . . . . . . . . . . .

(Seal)

AIM DENTAL SUPPLY LLC

Per: . . . . . . . . . . . . . . . . . . . . . . . . . . .

(Seal)

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