STUDENT NAME: PALAK SHARMA, B.B.A.LL.

B 7TH SEMESTER, SUMMER INTERN(MARCH) 2024

NON – DISCLOSURE AGREEMENT

This AGREEMENT (the "Agreement”) is entered into on 23/03/2024 by and between

Company A(Pharmaceutical), located at 123, xzy, Indore (the” Disclosing Party”), and
Company B (Pharmaceutical) with an address at 53, xyz, Indore (the “Receiving Party”).

The Receiving Party hereto desires to participate in discussions regarding the Preparation of
NeuroRegenix (medication for neurological regeneration) (the “Transaction”). During these
discussions, the Disclosing Party may share certain proprietary information with the Receiving
Party. Therefore, in consideration of the mutual promises and covenants contained in this
Agreement, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

1. Definition of Confidential Information.

(a) For purposes of this Agreement, “Confidential Information” 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 or its Representatives (as defined herein), whenever and however
disclosed, including, but not limited to; (i) any marketing strategies, plans, financial
information, or projections, operations, sales estimates, business plans, and performance results
relating to past, present, or future business activities of such party, its affiliates, subsidiaries,
and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii)
any scientific or technical information, invention, design, process, procedure, formula,
improvement, technology, or method; (iv) 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; (v) any other
information that should reasonably be recognized as confidential information of the Disclosing
Party; and (vi) any the information generated by the Receiving Party or by its Representatives
that contains, reflects or is derived from any of the foregoing. 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 the Disclosing Party regards all of its Confidential
Information as trade secrets.
(b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall
not include information which: a) was lawfully possessed, as evidenced by the Receiving
Party’s records, by the Receiving Party prior to receiving the Confidential Information from
the Disclosing Party; (b) becomes rightfully known by the Receiving Party from a third-party
source, not under an obligation to Disclosing Party to maintain confidentiality; (c) is generally
known by the public through no fault of or failure to act by the Receiving Party inconsistent
with its obligations under this agreement; (d) is required to be disclosed in a judicial or
administrative proceeding, or is otherwise requested or required to be disclosed by law or
regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure
being made, and (e) is or has been independently developed by employees, consultants, or
agents of the Receiving Party without violation of the terms of this Agreement, as evidenced
by the Receiving Party’s records, and without reference or access to any Confidential
Information.

2. Disclosure of Confidential Information.

From time to time, the Disclosing Party may disclose Confidential Information to the Receiving
Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to its
directors, officers, employees, agents or representatives (collectively “Representatives”) who
have a need to know such Confidential Information in connection with the current or
contemplated business relationship between the parties to which this Agreement relates, and
only for that purpose; (b) advise its Representatives of the proprietary nature of the Confidential
Information and of the obligations set forth in this Agreement, require such Representatives to
be bound by written confidentiality restrictions no less stringent than those contained herein
and assume full liability for acts or omissions by its Representatives that are inconsistent with
its obligations under this Agreement; (c) keep all Confidential Information strictly confidential
by using a reasonable degree of care, but not less than the degree of care used by it in
safeguarding its own confidential information, and (d) not disclosing any Confidential
Information received by it to any third parties (except as otherwise provided for herein).

3. Use of Confidential Information.

The Receiving Party agrees to use the Confidential Information solely in connection with the
current or contemplated business relationship between the parties and not for any purpose other
than as authorized by this Agreement without the prior written consent of an authorized
representative of the Disclosing Party. No other right or license, whether expressed or implied,
in the Confidential Information is granted to the Receiving Party hereunder. Title to the
Confidential Information will remain solely in the Disclosing Party. All use of Confidential
Information by the Receiving Party shall be for the benefit of the Disclosing Party and any
modifications and improvements thereof by the Receiving Party shall be the sole property of
the Disclosing Party.

4. Compelled Disclosure of Confidential Information.

Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose
Confidential Information pursuant to any governmental, judicial, or administrative order,
subpoena, discovery request, regulatory request, or similar method, provided that the Receiving
Party promptly notifies, the extent practicable, the Disclosing Party in writing of such demand
for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure
subject to a protective order or other appropriate remedy to preserve the confidentiality of the
Confidential Information; provided that the Receiving Party will disclose only that portion of
the requested Confidential Information that, in the written opinion of its legal counsel, it is
required to disclose. The Receiving Party agrees that it shall not oppose and shall cooperate
with efforts by, to the extent practicable, the Disclosing Party with respect to any such request
for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is
unable to obtain or does not seek a protective order and the Receiving Party is legally requested
or required to disclose such Confidential Information, disclosure of such Confidential
Information may be made without liability.

5. Term.

This Agreement shall remain in effect for a two-year term (subject to a one-year extension if
the parties are still discussing and considering the Transaction at the end of the second year).
Notwithstanding the foregoing, the Receiving Party’s duty to hold in confidence the
Confidential Information that was disclosed during the term shall remain in effect indefinitely.

6. Remedies.

Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a

unique and valuable character and that the unauthorized dissemination of the Confidential
Information would destroy or diminish the value of such information. The damages to the
Disclosing Party that would result from the unauthorized dissemination of the Confidential
Information would be impossible to calculate. Therefore, both parties hereby agree that the
Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any
Confidential Information in violation of the terms hereof. Such injunctive relief shall be in
addition to any other remedies available hereunder, whether at law or in equity. Disclosing
Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees,
incurred in obtaining any such relief. Further, in the event of litigation relating to this
Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and
expenses.

7. Return of Confidential Information.

Receiving Party shall immediately return and redeliver to the Disclosing Party all tangible
material embodying any Confidential Information provided hereunder and all notes,
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 images, 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,
upon the earlier of (i) the completion or termination of the dealings between the parties
contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the
Disclosing Party may so request; provided however that the Receiving Party may retain such
of its documents as necessary to enable it to comply with its reasonable document retention
policies. Alternatively, the Receiving Party, with the written consent of the Disclosing Party
may (or in the case of Notes, at the Receiving Party’s option) immediately destroy any of the
foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure
of computerized data) and, upon request, certify in writing such destruction by an authorized
officer of the Receiving Party supervising the

destruction).

8. Notice of Breach.

Receiving Party shall notify the Disclosing Party immediately upon discovery of, or suspicion
of, (1) any unauthorized use or disclosure of Confidential Information by the Receiving Party
or its Representatives; or (2) any actions by the Receiving Party or its Representatives
inconsistent with their respective obligations under this Agreement, the Receiving Party shall
cooperate with any and all efforts of the Disclosing Party to help the Disclosing Party regain
possession of Confidential Information and prevent its further unauthorized use.

9. No Binding Agreement for Transaction.

The parties agree that neither party will be under any legal obligation of any kind whatsoever
with respect to a Transaction by virtue of this Agreement, except for the matters specifically
agreed to herein. The parties further acknowledge and agree that they each reserve the right, in
their sole and absolute discretion, to reject any and all proposals and to terminate discussions
and negotiations with respect to a Transaction at any time. This Agreement does not create a
joint venture or partnership between the parties. If a Transaction goes forward, the non-
disclosure provisions of any applicable transaction documents entered into between the parties
(or their respective affiliates) for the Transaction shall supersede this Agreement. In the event
such provision is not provided for in said transaction documents, this Agreement shall control.

10. Warranty.

NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT

WHATSOEVER. The parties acknowledge that although they shall each endeavor to include
in the Confidential Information all information that they each believe relevant for the purpose
of the evaluation of a Transaction, the parties understand that no representation or warranty as
to the accuracy or completeness of the Confidential Information is being made by the
Disclosing Party. Further, neither party is under any obligation under this Agreement to disclose
any Confidential Information it chooses not to disclose. The Disclosing Party shall have no
liability to the Receiving Party (or any other person or entity) resulting from the use of the
Disclosing Party's Confidential Information or any reliance on the accuracy or completeness
thereof.

11. Miscellaneous.

(a) This Agreement constitutes the entire understanding between the parties and supersedes any
and all prior or contemporaneous understandings and agreements, whether oral or written,
between the parties, with respect to the subject matter hereof. This Agreement can only be
modified by a written amendment signed by the party against whom enforcement of such
modification is sought.
(b) The validity, construction, and performance of this Agreement shall be governed and
construed in accordance with the laws of Madhya Pradesh applicable to contracts made and to
be wholly performed within such state, without giving effect to any conflict of law’s provisions
thereof. The Federal and state courts located in Madhya Pradesh shall have sole and exclusive
jurisdiction over any disputes arising under, or in any way connected with or related to, the
terms of this Agreement and Receiving Party: (i) consents to personal jurisdiction therein, and
(ii) waives the right to raise forum non-convenience or any similar objection.

(c) Any failure by either party to enforce the other party’s strict performance of any provision
of this Agreement will not constitute a waiver of its right to enforce such subsequent provision
or any other provision of this Agreement.

(d) Although the restrictions contained in this Agreement are considered by the parties to be
reasonable for the purpose of protecting the Confidential Information, if any such restriction is
found by a court of competent jurisdiction to be unenforceable, such provision will be
modified, rewritten or interpreted to include as much of its nature and scope as will render it
enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any
respect, it will not be given effect, and the remainder of the Agreement will be enforced as if
such provision was not included.

(e) Any notices or communications required or permitted to be given hereunder may be

delivered by hand, deposited with a nationally recognized overnight carrier, electronic mail, or
mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address
of the other party first indicated above (or such other addresses as may be furnished by a party
in accordance with this paragraph). All such notices or communications shall be deemed to
have been given and received (a) in the case of personal delivery or electronic-mail, on the date
of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the
third business day following dispatch and (c) in the case of mailing, on the seventh business
day following such mailing.

(f) This Agreement is personal in nature, and neither party may directly or indirectly assign or
transfer it by operation of law or otherwise without the prior written consent of the other party,
which consent will not be unreasonably withheld. All obligations contained in this Agreement
shall extend to and be binding upon the parties to this Agreement and their respective
successors, assigns, and designees.
(g) The receipt of Confidential Information pursuant to this Agreement will not prevent or in
any way limit either party from (i) developing, making, or marketing products or services that
are or may be competitive with the products or services of the other; or (ii) providing products
or services to others who compete with the other.

(h) Paragraph headings used in this Agreement are for reference only and shall not be used or
relied upon in the interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.

Disclosing Party Receiving Party

By CEO By CEO
Name ZX, Company A Name XY, Company B