MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (hereinafter the “Agreement”) is made and entered
at ___________on the 21st day of September 2023.
Between:

M/s. Hinduja Leyland Finance Ltd., a Non-Banking Finance Company incorporated under
the provisions of Companies Act, 1956 and having its registered office at No.1, Sardar Patel
Road, Guindy, Chennai - 600032 and corporate office at No. 27-A, Developed Industrial
Estate, Guindy, Chennai – 600032, hereinafter referred to as “HLF” or “Disclosing Party”,
(which expression shall, unless repugnant to the meaning or context thereof, mean and
include its successors and assigns) of the First Part;
And

Avohi Info Tech, a company incorporated under the provisions of the Companies Act, 1956,
having its registered office No.14-C, 1st C Main, 7th Block, MCHS Colony, 6th Sector, HSR
Layout, Bangalore 560 102, hereinafter referred to as “AVOHI” or “Recipient Party” (which
expression shall, unless repugnant to the meaning or context thereof, mean and include its
successors and assigns) of the Second Part.

The parties to this Agreement are hereinafter individually referred to as a "Party" and
collectively as "Parties".

WHEREAS:

1. HLF is a reputed non-banking finance company which carries on the business of

extending finance facilities to various prospective customers for purchase of motor
vehicles and equipment’s etc., in India.

2. AVOHI is in the business of providing Software Development, Software

Consulting, Mobile Applications Development, Web Development and Management
and IT Services to its customers in the banking, finance and other sectors.

3. HLF and AVOHI (jointly referred as the “Parties”) wish to enter into an agreement
with each other whereby AVOHI would be providing Web Development, Software
Development and Technology services to HLF.

4. The Parties intend to engage in discussions and negotiations concerning the

establishment of a business relationship between themselves. In the course of such
discussions and negotiations, it is anticipated that, Disclosing Party may disclose or
deliver to the other certain of its trade secrets or confidential or proprietary
information, whether technical or non-technical, for the purpose of enabling the
Recipient Party / Other Party to evaluate the feasibility of such business relationship
referred to as “the Purpose”.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, HLF
and Recipient Party agree as follows:

1. Definitions: For the purpose of this Agreement,

 a) Disclosing Party: For the purposes of this Agreement, the term “Disclosing
Party” means and includes the Party disclosing “Confidential Information” to
the other party, including any Affiliate of such other party for the purposes of
this Agreement.
b) Recipient / Recipient Party: For the purposes of this Agreement, the term
“Recipient/ Recipient Party” means the Party to whom Confidential Information
has been /will be supplied by the Disclosing Party and shall include the bona-
fide employees or other agencies/individuals who work for the Recipient Party
or are under the control of the Recipient Party who have received the
Confidential Information for the purposes of carrying out the specific tasks
assigned to them.
c) Restricted Information / Confidential Information: “Restricted Information /
Confidential Information” shall include all information relating to the Business,
products, services, customers, markets, developments, marketing and
collection channel, processes etc., including any information relating to
Disclosing Party that is communicated to Recipient Party orally or in writing by
the Disclosing Party or by the Disclosing Party’s representatives or to which
Recipient Party may be exposed to during the course of undertaking the
process evaluation exercise including without limitation, any material of a
technical, operational, administrative, economic, planning, business or
financial nature or in the nature of intellectual property of any kind. In case of
disclosures in any non-documentary form made orally or by visual
inspection/exposure, Disclosing Party shall have the right, or if requested by
Recipient Party, the obligation to confirm in writing within thirty (30) days after
the disclosure is made, the fact that such information is confidential and
protected hereunder.
d) “Relevant Information” means Restricted Information or any other
information or documents or details received or gathered or collected or
prepared by Recipient Party for Disclosing Party which contain or reflect
Restricted Information or any extract or any review thereof.

2. Recipient Party shall use the Restricted Information solely for and in connection
with the Purpose of evaluating the processes and for providing solution to the
Disclosing Party.

3. The disclosure of the Restricted Information by the Disclosing Party to Recipient

Party shall be subject to and conditional upon the following undertakings by Recipient
Party:

a) To hold the Restricted Information as strictly confidential and undertake not to

disclose or share or divulge the information or any part thereof in any part of
the world to any source whatsoever, including the press, media, corporate or
any other individual(s) for purposes of publication or otherwise or to make or
provide copies thereof to any third party without the prior written consent of the
Disclosing Party and further undertake to impose the aforementioned
confidentiality obligation on all directors, officers, employees (hereinafter
collectively referred to as “Recipient Party’s Employees) or other agencies/
individual(s) who work for Recipient Party in any capacity or under the direct/
indirect control or supervision or direction of Recipient Party or its employees.
 b) The Restricted Information shall at all times remain the property of Disclosing
Party and shall be used by Recipient Party only for the purpose outlined in this
Agreement, whether now or at any subsequent point of time.
c) The Recipient Party undertake that all Confidential Information is kept strictly
confidential and that none of it is, without the Disclosing Party’s prior written
consent, disclosed by Recipient Party or Recipient’s Party’s Employees or
other agencies/ individual(s) who work for Recipient Party in any capacity or
under the direct/ indirect control or supervision or direction of Recipient Party
or its employees to any third party.
d) Immediately upon completion of the Assignment and within 7 days thereafter,
all copies of documents, discussions or other written or any other form of
material/ processes/ data or media containing such Restricted Information
relating to the Disclosing Party are returned by Recipient Party and all
documents, computer records, files, retrieval systems and any data containing
other Relevant Information is destroyed or secured to the satisfaction of the
Disclosing Party to ensure continued obligation of maintaining confidentiality of
information as per this Agreement.

4. Non-Disclosure: Recipient Party shall not commercially use or disclose any

Confidential Information or any materials derived there from to any other person or
entity other than person(s) in the direct employment of Recipient Party and who have
a need to have access to and knowledge of the Confidential Information solely for the
purpose authorized above. Recipient Party shall take appropriate measures by written
instructions and agreement or scope and terms of reference prior to disclosure to its
employees to assure against any unauthorized use or disclosure. Recipient Party
agrees to notify Disclosing Party in writing, immediately if it learns of any use or
disclosure or Disclosing Party’s Confidential Information in violation of the terms of
this Agreement.

5. Any information shall not be deemed to be Confidential Information for the

purposes of this Agreement, and Recipient Party shall have no obligation with respect
to any such Confidential Information, which Recipient Party can prove by written
records to the satisfaction of the Disclosing Party provided that the Confidential
Information:

a) Now or subsequently becomes legally and publicly available information

without breach of this Agreement by Recipient Party;
b) Was rightfully in the possession of Recipient Party without any obligation of
confidentiality prior to receiving it from the Disclosing Party;
c) Was rightfully obtained by Recipient Party from a source other than the
Disclosing Party without any obligation of confidentiality;
d) Was developed by or for Recipient Party independently without reference to
any Confidential Information of the Disclosing Party and such independent
development can be proved by documentary evidence;
e) Is disclosed pursuant to an order of a Court or Governmental Agency/ Body,
Statutory or otherwise, as so required by such Order, provided that Recipient
Party, will unless prohibited by law or regulation, promptly notify the Disclosing
Party of such Order and afford the Disclosing Party the opportunity to seek
appropriate protective Order or remedy relating to such disclosure.
6. All correspondences, references, confidential data, plans shared by the Disclosing
Party for the purpose of this Agreement shall be either destroyed or secured or stored
in such a way by the Recipient Party so that Recipient Party or their employees
cannot misuse the same in future, either intentionally or otherwise, upon expiry or
earlier termination of this Agreement.

7. This Agreement and all terms and conditions hereof shall be valid and binding on
both the parties from the above date. Any subsequent agreement entered into
between the parties having an overriding effect over the terms and conditions of this
agreement shall be effective only from such subsequent date and all acts and deeds
done/ committed by the Parties prior to such date shall be governed by this
Agreement only.

8. This Agreement shall not be construed to evidence the existence of business

association as proposed between the Parties and does not make it binding on either
of the Parties to enter into any agreement, if the terms of engagement of business are
not found to be mutually agreeable or satisfactory by either party.

9. This Agreement constitutes the entire agreement between the Parties relating to
the matters discussed herein i.e., stated in the Object Clause and supersedes any
and all prior oral discussions and/ or written correspondence on this specific subject
between the Parties. This Agreement may be amended or modified only with the
mutual written consent of both the parties. Neither this Agreement nor any right
granted or obligation imposed by this Agreement can be assigned or transferred by
either Party to any other Third Party without the mutual written consent by both the
Parties.

10. In the event of any breach or threatened breach of this Agreement by the
Recipient Party/ its employees/ agents/ sub-contractors and when monetary damages
may not be an adequate remedy, the Disclosing Party shall be entitled to injunctive
relief to restrain the Recipient Party/ its employees/ agents/ sub-contractors from any
such breach, actual or threatened.

11. If any dispute or difference of any kind whatsoever shall arise in connection with
or arising out of this Agreement, or the breach, termination of validity hereof, the
Parties shall attempt, for a period of (7) days after the receipt by one Party of a written
notice from the Other Party of the existence to the dispute, to settle such Dispute in
the first instance by mutual discussions between the Parties. Any such resolution of
dispute shall be recorded and construed to have been resolved by a written document
detailing the dispute, resolution done and both the parties shall sign it. Any
unresolved dispute beyond 15 days of reference shall be referred to the Sole
Arbitrator appointed by HLF and the seat, venue & place of Arbitration proceedings
shall be Chennai. The Arbitration proceedings shall be in accordance with the
provisions of the Arbitration and Conciliation Act, 1996 and its subsequent
amendments thereof. It is a term of this Agreement that in the event of such an
Arbitrator to whom the matter has been originally referred, resigns or dies or being
unable to act for any reason, HLF shall appoint another person to act as Arbitrator
and such a person shall be entitled to proceed with the reference from the stage at
which it was left by his predecessor.
12. This Agreement shall be governed by and construed in accordance with the laws
of India and shall be subject to jurisdiction of courts in Chennai.

13. The provisions of this Agreement shall survive the termination of this agreement
for all time to come.

14. This Agreement is valid for 12 months and that the parties are at liberty to extend
this Agreement by mutual consent in writing.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above
mentioned.

For M/s. Hinduja Leyland Finance Ltd., For Avohi Info Tech

Authorized Signatory Authorized Signatory

Name: Name: Rajesh Kumar
Title: Title: Founder and CEO

WITNESSES:

1. 2.