NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“Agreement”) is effective from Date, by and

between
Creativeland Asia Pvt. Ltd., PAN number: AADCC1033D, a company
incorporated and existing under the laws of India and having its Registered
Office at 301, 3rd Floor, Avinash House, 20th Road Khar West, Mumbai 400052
(hereafter referred to as “CLA” which expression shall unless repugnant to
the context or meaning thereof, be deemed to mean and include its
successors, administrators, executors and permitted assigns thereof)

And

________, PAN number: _____, a company incorporated and existing under the
laws of_______ and having its Registered Office at _____ (hereinafter referred
to as "Consultant”, which expression shall, unless repugnant to the context
or meaning thereof, be deemed to mean and include his/her legal heirs,
successors, administrators, executors and permitted assigns)

CLA and Consultant are individually referred to as the “PARTY” and

collectively as the “PARTIES”.

1. Purpose
a. The Parties wish to enter into discussions on business opportunities.
In the course of such discussions, each Party may disclose to the
other Party certain confidential information including but not limited
to the company financial information, technical/ artistic/ creative/
strategic information and/or other business data, new product
development, creative and marketing campaigns and client data that
the disclosing Party desires the receiving Party to treat as
confidential.

2. “Confidential Information”
a. means any information disclosed by one Party to another Party,
directly or indirectly, in writing, or by inspection of tangible objects
(including documents, audiovisual presentations, prototypes, samples,
plant, and equipment), including business plans, financial information,
product information, and intellectual property. Confidential
Information will not, however, include any information that
 i. was publicly known and made generally available in the public
domain before the time of disclosure by a disclosing Party;
ii. becomes publicly known and made generally available after
exposure by a disclosing Party to a Receiving Party through no
action or inaction of a receiving Party;
iii. is already lawfully in possession of a receiving Party at the time of
disclosure by a disclosing Party, as shown by the receiving Party’s
files and records;
iv. is obtained by a receiving Party from a third Party without a
breach of the third Party’s obligations of confidentiality; or
v. is independently developed by a receiving Party without use of or
reference to the disclosing Party’s Confidential Information, as
shown by documents and other competent evidence in the
receiving Party’s possession
b. CLA’s proprietary tools, methodologies, data, processes, know-how,
patents, copyrights, trademarks, trade names, trade secrets, patents,
trademark and copyright applications that are made available to
Consultant through the duration of the engagement.

3. Non-use and Non-disclosure.

a. No receiving Party will disclose the other Party’s Confidential
Information to any third Parties and will not use the other Party’s
Confidential Information for any purpose other than to evaluate and
engage in discussions concerning a potential business relationship
between the Parties as contemplated under Clause 1 of this
Agreement.
b. The receiving Party may disclose, on a ‘need-to-know’ basis,
Confidential Information to any of its employees, directors, advisors
(technical, financial or legal), and any other entities or persons who,
though not being an employee, director or advisor of the receiving
Party, may be engaged by the receiving Party for assistance in
examining such information to evaluate a possible business
opportunity contemplated by this Agreement (such person(s) and
entities shall be collectively referred to as “Representatives”). The
Representatives shall observe the same degree of confidentiality,
which applies to the receiving Party under this Agreement.
c. A receiving Party may disclose the other Party’s Confidential
Information if required by law or a judicial or statutory order so long
as the receiving Party gives the disclosing party prompt written
notice of the requirement before the disclosure and uses diligent
efforts to limit exposure and obtain confidential treatment.
d. All Parties acknowledge that any use or disclosure of Confidential
Information in violation of this Agreement may cause irreparable
injury not readily measurable in monetary damages.

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4. Maintenance of Confidentiality
a. Each receiving Party shall make the same efforts to safeguard the
disclosing Party’s Confidential Information as the receiving Party
would make to safeguard its own confidential information but not less
than reasonable care. Without limiting the preceding, a receiving
Party, before any disclosure to its Representatives of the other Party’s
Confidential Information, will
i. inform such Representatives the confidential nature of the
information and
ii. take measures reasonably necessary to cause such
Representatives to be bound by the obligations of confidentiality
and use contained in this Agreement.
iii. Parties may only reproduce or make copies of any of the other
Party’s Confidential Information reasonably necessary for
evaluating a business opportunity contemplated by this
Agreement.
b. Any unauthorised use or disclosure by any of the employees,
consultants, and/or representatives of Receiving Party shall be
deemed to be an unauthorised use or disclosure by Receiving Party.
c. In the event of unauthorized use or disclosure, Receiving Party shall
indemnify and hold harmless Disclosing Party from and against any
and all damages, losses, costs, expenses and attorneys’ fees incurred
as a result of such unauthorized use or disclosure.
d. In the event of unauthorized use or disclosure, Disclosing Party shall
be entitled to seek, without waiving any other rights, recourses, or
remedies to which it may be entitled under this Agreement, at law or
in equity, and without requiring a bond to be posted, injunctive or
equitable relief as may be deemed proper by a court of competent
jurisdiction.

5. No Obligation
a. Nothing in this Agreement will obligate the Parties to disclose their
Confidential Information or proceed with any transaction between
them. In its sole discretion, each Party reserves the right to terminate
the discussions contemplated by this Agreement.
b. Further, it is agreed between the Parties that the scope of discussions
and disclosure of Confidential Information as contemplated in this
Agreement is not intended in any way to limit or alter their ongoing
businesses or ability to enter into business relationships with third
Parties provided that the Parties, and their respective
Representatives, continue to abide by its obligations under this
Agreement.

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6. No Warranty
ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” EACH PARTY
MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE,
REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF
ITS CONFIDENTIAL INFORMATION.

7. Return of Materials
a. All documents and other tangible objects containing or representing
Confidential Information and all copies of them will be and remain the
property of the disclosing Party.
b. Upon the disclosing Party’s request, each receiving Party will
promptly
i. destroy or return to the disclosing Party all materials (including
electronic and hard copy documents) received from the disclosing
Party that contain Confidential Information, all materials it may
have created that reveal or are based on any of disclosing Party’s
Confidential Information, and all copies of the preceding, and
ii. deliver to the disclosing Party a written statement that the
receiving Party has complied with such request. Parties may retain
one copy solely for archival and evidentiary purposes.

8. No License
a. Nothing in this Agreement is intended to grant any rights to a Party
under any patent, copyright, trademark or other intellectual property
rights (such as know-how, trade secrets, proprietary processes &
methods, etc.) of the other Party, nor will this Agreement grant any
Party any rights in or to the Confidential Information of the other
Party, except as expressly outlined in this Agreement.
b. All valid and subsisting intellectual property, including without
limitation, all inventions, technology, patents, embodiments,
improvements and/or derivatives of intellectual property made,
created, and or reduced to practice using a Party’s Confidential
Information shall be and/or remain the sole and exclusive property of
such Party, and no license or other right concerning such Confidential
Information is granted or implied hereby.

9. Duration of the Agreement

a. In its sole discretion, CLA may terminate this Agreement without
assigning any reason by giving 30 (thirty) days prior notice in writing
to the other Parties
b. Upon termination, the obligations under this Agreement shall survive
the termination of this Agreement for a period of 1 (One) year from the
date of termination. The Parties shall comply with them in the same

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 manner as if the present Agreement is valid and in force even after
termination.
c. This Agreement will be deemed to have been terminated
automatically after a period of 3 (three) years from the date of its
execution unless all Parties decide in writing to renew the same.

10.Remedies
Each Party acknowledges that any violation or threatened violation of
this Agreement may cause irreparable injury to the other Party, entitling
the other Party to seek injunctive or other equitable relief in addition to
all legal remedies.

11.Miscellaneous
a. The Parties represent to each other that they are executing this
Agreement with full authority and necessary internal corporate
approvals.
b. Neither this Agreement nor any of the rights or obligations under this
Agreement may be assigned or transferred, in whole or in part, by a
Party without the prior written consent of the other Party.
c. Subject to the preceding, this Agreement will bind and inure to the
benefit of the Parties and their successors and permitted assigns. The
laws of India will govern this Agreement.
d. This document contains the entire agreement between the Parties
concerning the subject matter. Any failure to enforce any provision of
this Agreement will not constitute a waiver of that provision or any
other provision. This Agreement may not be amended, nor any
obligation waived, except by a written document signed by all Parties.
e. This Agreement may be executed in any number of counterparts, and
each fully executed counterpart shall be deemed an original.

12. Confidentiality of Agreement

Parties agree that this Agreement, its terms and conditions, and any
discussions or negotiations pursuant to or in relation to this Agreement
or a possible business transaction between the Parties or status thereof
are confidential and shall not be disclosed to any third Party, except as
permitted by this Agreement.

13. Notices
Any notices from either Party to the other will be given in writing to the
attention of the persons listed below or to different such addresses or

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 addressees as may hereafter be designated in writing for notices by
either Party to the other.

14. Execution by Parties

All Parties to this agreement agree and accept the use of Digital
Signature Certificate, Aadhaar E-sign or any other electronic modes of
signature as the method for execution of this Agreement and neither
Party going ahead may contest use of any such method or challenge
validity of Agreement executed via aforesaid method before any court of
competent jurisdiction.

15. Counterparts
This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one single agreement between the
Parties.

IN WITNESS WHEREOF, the Parties hereby, or authorised agents thereof,

have executed this Agreement, which shall be binding upon them and their
respective successors and assigns, as of the day and year first above
written.

For Creativeland Asia Pvt Ltd

_____________________
Name:
Title:

For Consultant

_____________________
Name:
Title: