Non–Disclosure Agreement

22/03/2024
This Non-Disclosure Agreement (the “Agreement”) is entered into and is effective as Date________________
(the “Effective Date”) by and between Xenasa Lifestyle Pvt. Ltd, with office at B-1/1135 Vasant Kunj, New
Delhi - 110070 (the “Company”) and Shriya Verma with Aadhar no. 872377188575
________________ ____________ and company PAN
ASHPV3740M
no.________________having Gurgaon
office/residence at ________________(the “Receiving Party”)

RECITALS
A. The Company wishes to engage the Receiving Party in the business discussions related to brand,
design, development and/ or production for fashion products (“Transaction”).
B. The Company and the Receiving Party are collectively referred to as the “Parties” and individually
referred to as “Party”.
C. Subject to the provisions of this Agreement, the Company wishes to disclose certain confidential
information, as herein defined, to the Receiving Party in order to enable both the parties to explore
potential business transactions between Company and the Receiving Party.
D. Now therefore, in consideration on these recitals and to protect and preserve in the course of such
discussions each party’s confidential and proprietary information, in consideration of the promises
and mutual covenants contained herein, the Company and the Receiving Party agree as follows:

1. Definition of Confidential information

For the purposes of the Agreement,:

a. “Confidential Information” includes, information which is disclosed during the course of the
Transaction by the Company to the Receiving Party and means any data or information that is
proprietary to the Disclosing Party and not generally known to the public, whether in tangible or
intangible form, in whatever medium provided, whether unmodified or modified by Receiving
Party whenever and however disclosed, including, but not limited to: (i) any discussion related to
and in the course of the Transaction which is not known to the general public; (ii) any marketing
strategies, plans, financial information, or projections, operations, sales estimates, business plans
and performance results relating to the past, present or future business activities of such party, its
affiliates, subsidiaries and affiliated companies; (iii) plans for products or services, and customer
or supplier lists; (iv) any scientific or technical information, invention, design, process, procedure,
formula, improvement, technology or method; (v) any concepts, reports, data, know-how, works-
in-progress, designs, development tools, specifications, computer software, source code, object
 code, flow charts, databases, inventions, information and trade secrets; (vi) any other information
that should reasonably be recognized as confidential information of the Disclosing Party (The
Company); and (vii) any information generated by the Receiving Party or by its Representatives
that contains, reflects, or is derived from the concepts given by the disclosing party.
b. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade
secret in order to be designated Confidential Information. The Receiving Party acknowledges that
the Confidential Information is proprietary to the Disclosing Party, has been developed and
obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its
Confidential Information as trade secrets.

2. Grant of Access and Limitation on Use

The Receiving Party expressly agree to use any Confidential Information disclosed by the Company only as
provided in this Agreement, and understand that any unauthorized disclosure or misuse of the Confidential
Information of the Company may result in substantial and irreparable damage to the Company. The
Receiving Party hereby agrees:
1. That all Confidential Information acquired by the Receiving Party from the Company will remain
the exclusive property of the Company.
2. That Confidential Information provided by the Company is only for the purposes of examining
potential business opportunities with or relating to the Company, and that the Receiving Party
shall not use any of the Confidential Information in any other manner.
3. That without the prior written consent of the Company, the Receiving Party shall not, in any
manner or at any time, disclose, disseminate, publish or otherwise provide, either orally or in
written manner, to any employee, agent, contractor, firm, corporation, organization, or entity any
Confidential Information to any third-party or, except to such Receiving Party’s employees, agents
or contractors who have an express need to know such information in order to carry out their
duties.
4. That the Receiving Party shall treat the Confidential Information with the same procedures and
precautions that it uses to protect its own information and preserve it against unauthorized
disclosures or other misuse.
5. That the obligations set forth in this Section 2 of the Agreement with respect to Confidential
Information will extend for a period of two (2) year following the date of initial disclosure of that
Confidential Information, and that obligation will continue notwithstanding the termination of
employment, partnership or business relationship with the Receiving Party of any and all
individuals who received the Confidential Information.
3. Ownership of Confidential Information

All Confidential Information remains the property of the Disclosing Party including but not limited to (a)
copyrightable or copy righted material, any translations, abridgments, revisions or other form in which an
existing work may be recast, transformed or adapted; (b) patentable or patented material, any
continuation, reissuance or improvement thereon; and (c) material which is protected by trade secret and,
any new material derived from such existing trade secret material, including new material which may be
protected by, copyright, patent and/or trade secret law.

4. Nature of Obligation and Remedies

The Company and The Receiving Party acknowledge and agree each party would suffer irreparable harm
in the event that the other party breaches its obligation under this Agreement and that monetary damages
would be inadequate to compensate the other party for such breach. The parties agree that in such
circumstances, each party shall be entitled, in addition to such monetary relief or other applicable
remedies, to injunctive or other equitable relief as may be necessary to restrain any continuing or further
breach by the other party, without showing or proving any actual damages sustained by the other party.

5. Assignment

The Agreement and the rights, interests, benefits, duties and obligations hereunder shall not be assigned
or transferred in any way by either party. Any act in derogation of the foregoing shall be null and void and
without effect.

6. Applicable Laws and Settlement of Disputes

a. This Agreement and the rights and obligations of the Parties hereunder shall be construed and
interpreted in accordance with Indian substantive and procedural laws, applicable to agreements made
and to be performed entirely therein and the Agreement shall be subject to the exclusive jurisdiction of the
courts at New Delhi.
b. The Parties shall attempt in good faith to resolve any dispute, difference, or claim arising out of or relating
to the Agreement or the breach, termination, or invalidity thereof, through arbitration in accordance with
the provisions of the applicable laws.
c. The arbitration shall be carried out by a sole arbitrator who shall be mutually appointed by the Parties
within thirty (30) days of issuance of notice related to the dispute or claim by either Party. The seat of the
arbitration shall be New Delhi and any award whether interim or final, shall be binding upon the Parties.
7. Term, Termination, and Renewal

a. The Agreement will remain in force for a period of two (2) year (“Term”) following the Effective Date.
b. At the time of end/ expiry of the Term, the Agreement may be renewed further on such terms and
conditions as laid down by the Company and mutually agreed between the Parties.
c. The Agreement may be terminated by either party upon thirty (30) days prior written notice to the other
party.
d. The Company may also terminate the Agreement shall terminate:
i. On the occurrence of any of the following events which shall be treated as fundamental breach of the
Agreement terminating it forthwith:
1. In the event of a breach by the Receiving Party of any provisions of the
Agreement;
2. In case of any challenge by the Receiving Party to the validity of any of the
intellectual property rights and/ or Confidential Information of the Company;
3. If the Receiving Party engages in any conduct prejudicial to the Company’s
business;
4. If the Receiving Party discloses any Confidential Information under the
Agreement to any third-party or individual/ entity/ enterprise prior to
obtaining written consent from the Company;

8. Effect of Termination

a. Upon expiration or earlier termination of the Agreement, the Receiving Party agree to return promptly
to the the Company all summaries, memoranda, drawings, manuals, records, excerpts or derivative
information deriving therefrom, and all other documents or materials (“Notes”) (and all copies of any of
the foregoing, including “copies” that have been converted to computerized media in the form of image,
data, word processing, or other types of files either manually or by image capture) based on or including
any Confidential Information, in whatever form of storage or retrieval containing in its possession or
control. Furthermore, the Receiving Party agree to confirm to the Company in writing that all such copies
have been returned or destroyed.
b. Notwithstanding the expiration or earlier termination of the Agreement, the obligations of confidentiality
set forth in Paragraph 2 of the Agreement will survive such expiration or earlier termination for a period
of two year, and will be binding on agents, successors and assigns of the Receiving Party.

9. Severability

If any provision of the Agreement is invalid or unenforceable or prohibited by the applicable law of the
land, the Agreement shall be considered divisible and its remainder/ balance shall remain in effect, be valid,
binding and of the like effect as if such invalid provision had not been included therein in the first place.
10. Miscellaneous

a. The Agreement is the entire agreement between the parties hereto with respect to the nondisclosure of
Confidential Information described in the Agreement and supersedes all prior agreements, representations
and understandings whether oral or written with respect to the Subject matter hereof.
b. Furthermore, the Agreement may be amended only by written agreement executed by both parties.
c. Any failure by either Party to enforce the other Party’s strict performance of any provision of the
Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other
provision of the Agreement.
d. Paragraph headings used in the Agreement are for reference only and shall not be used or relied upon in
the interpretation of this Agreement.

IN WITNESS WHEREOF, the parties to this Agreement have caused their duly authorized representatives
to execute and enter this Agreement.

For Mansi Saxena For ___________________

Shriya Verma

-------------------------- ----------------------------
Title: Founder & CEO, Company Title: Receiving Party
Date: Date: 22/03/2024