Confidentiality and Non-Circumvention Agreement

Dated 21st day of March 2024 agents and

partners or
servants, and

Discloser the person or persons specified in the Page 1 of 5

Schedule
any party working with the
Recipient the person or persons specified in the Discloser;
Schedule (g) Names and address of customers
Background or consultants or any of the
network and their
A The Discloser may have in the past provided and related
may in the future provide the Recipient with entities; and
Confidential Information.
(h) Details of any property or project
B The Recipient agrees to keep the Confidential presented or the mere fact it is
Information confidential and not to use or disclose potentially for sale or Joint
the Confidential Information except in accordance Venture proposed or speculative.
with the terms of this Agreement. Corporations Act Means any company laws in the agreed
C The Recipient agrees the Confidential Information jurisdiction.
does not constitute an offer by the Discloser to the Government means:
Recipient (in any shape or form) to participate in Agency (a) a government or government
any venture with the Discloser or any entity
department or other body;
associated with the Discloser.
(b) a government,
D The Recipient must not circumvent the Discloser. semi-
governmental or judicial person;
or
Agreed terms (c) a person (whether autonomous
or not) who is charged with the
1 Definitions and interpretation administration of a law.
Intellectual means all industrial and intellectual
Property Rights property rights, both in Australia and
Definitions throughout the world, and includes any
copyright, moral right, patent, registered
1.1 In this Agreement: or unregistered trademark, registered or
unregistered design, registered or
Term Definition unregistered plant breeder’s right, trade
secret, knowhow, innovative ideas or
business concepts, customers or clients or
Commencement means the commencement date sp consultants, trade or business or company
Date the Schedule. names, ideas concepts or proposals,
Confidential means the following, whether o company or other domains. indication or
Information material form: source or appellation of origin or other
proprietary right, or right of registration of
(a) the existence and terms such rights.
Agreement; Permitted Purpose means the permitted purpose specified in
(b) all information already d the Schedule.
or to be disclosed o
available by the Discloser Related Bodies Means any body or entity the Discloser or
Recipient including Corporate the Recipient (as the context requires) or
Intellectual Property Righ its shareholders or directors are associated
Discloser; with in any way.
(c) that part of all notes and Interpretation
records prepared b In this Agreement:
Recipient or the Disclos
1.2 (a) the meaning of any general language is not
on, or incorporating restricted by any accompanying example, and
Confidential Information the words ‘includes’, ‘including’, ‘such as’ or ‘for
(d)
example’ (or similar phrases) do not limit what
documents entered into
else might be included;
parties in respect
(e) Permitted Purpose; and (b) this Agreement is not to be interpreted against
all copies of any Confiden the interests of a party merely because that
(f) Information; party proposed this Agreement or some
provision in it or because that party relies on a
Names and addresse
provision of this Agreement to protect itself;
contact details of the Di
customers, consultan (c) a reference to a document or agreement
 (including a reference to this duties in relation to the Permitted
Agreement) is to that document or Purpose; and
agreement as amended, novated,
(b) first enters into the confidentiality
supplemented, varied, or replaced;
undertaking in the form set out in the
and
Annexure under which it agrees to
(d) a reference to a party is a reference to the comply with the obligations contained
Discloser or the Recipient, and a reference to in this Agreement as if references to
the parties is a reference to both the Discloser ‘the Recipient’ were references to that
and the Recipient. agent, consultant, contractor or
subcontractor and it was a party to
2 Disclosure and use of Confidential Information this Agreement.
No reliance

Disclosure and use 2.4 The Recipient acknowledges and agrees that:

2.1 The Recipient must: (a) The Discloser makes no representations or

warranties as to the accuracy or completeness of
(a) keep the Confidential Information in the Confidential Information;
strict confidence and only use the
Confidential Information for the (b) The Confidential Information may be inaccurate
Permitted Purpose; or incomplete; and

(b) not disclose, or cause or permit the (c) The Discloser is not liable for any loss or damage
disclosure of, the Confidential however caused (including by the negligence of
Information, except with the prior the Discloser) suffered or incurred by the
written consent of the Discloser; Recipient in connection with the Confidential
Information or this Agreement.
(c) not make use of the Confidential
Information to the commercial, Injunctive relief
financial, or competitive disadvantage 2.5 The Recipient acknowledges that:
of the Discloser; and
(a) the Discloser may suffer financial and other loss
(d) not reproduce any Confidential and damage if any unauthorised act occurs in
Information. relation to Confidential Information of the
Permitted disclosure Discloser, and that monetary damages would be
an insufficient remedy; and
2.2 Subject to clause 2.3, if the
Recipient discloses Confidential Information to (b) in addition to any other remedy available at law
others, as permitted under this Agreement, the or in equity, the Discloser is entitled to injunctive
Recipient must ensure that the person to whom relief to prevent a breach of, and to compel
the Confidential Information is disclosed: specific performance of clause 2.

(a) keeps the Confidential Information in 3 Intellectual property

strict confidence and only uses the
Confidential Information for the
Permitted Purpose;
The Recipient acknowledges that:
(b) does not disclose, or cause or permit
the disclosure of, the Confidential (a) as between the parties the Discloser retains the
Information, except with the prior Intellectual Property Rights in and in connection
written consent of the Discloser; with the Confidential Information; and

(c) does not make use of the Confidential (b) nothing in this Agreement is intended to give
the Recipient any Intellectual Property Rights or
Information to the commercial,
other rights in or in connection with the
financial, or competitive disadvantage
Confidential Information.
of the Discloser; and
(d) does not reproduce 4 Return or destruction
any Confidential
Information.
Disclosure to agents, consultants, If requested by the Discloser the Recipient’s right to use the
contractors or subcontractors Confidential Information ceases and the Recipient must
immediately, at the Disclosers sole option:
2.3 The Recipient may only disclose
Confidential Information as permitted under this (a) return to the Discloser;
Agreement to any agent, consultant, contractor
(b) destroy and certify in writing to the Discloser the
or subcontractor of the Recipient (that is not an
destruction of; or
employee of the Recipient or its Related Bodies
Corporate) if that agent, consultant, contractor (c) destroy and permit the Discloser to witness the
or subcontractor: destruction of, all Confidential Information.
(a) needs to know that Confidential
Information for the performance of its 5 Capacity warranties

Page 2 of 5
 The Recipient represents and warrants and it is a condition terminate on the date specified in that notice or,
of this Agreement, that: if no date is specified, immediately.
(a) the Recipient has full power and authority Waiver and acknowledgement
to enter into and perform its obligations
under this Agreement; 6.4 The Recipient expressly
waives any rights it may have to terminate this
(b) the Recipient has taken all necessary Agreement.
action to authorise the
execution, delivery and 6.5 The Recipient acknowledges that
performance of this Agreement in the Discloser may terminate this Agreement
accordance with its terms; under clause 6 without considering the impact of
the termination on the Recipient.
(c) if the Recipient is an individual, the
execution, delivery and performance by the After termination
Recipient of
6.6 On termination of this
this Agreement does not and will not Agreement accrued rights or remedies of a party
violate any encumbrance or document are not affected.
which is binding upon it or any assets
Survival
of it;
6.7 Termination of this Agreement
(d) if the Recipient is a corporation, the
will not affect clauses 2, 4 and 6.6 or any
execution, delivery and performance by the
provision of this Agreement which is expressly or
Recipient of this Agreement do not and will
by implication intended to come into force or
not violate:
continue on or after the termination.
(i) its constitution or other
7 Indemnity
constituent documents; or
Indemnity
(ii) any encumbrance or
document which is binding
upon it or any Related Body 7.1 The Recipient is liable for and indemnifies the Discloser
Corporate or any assets of it from and against all loss or damage (including legal
or any assets of a Related costs) incurred or suffered by the Discloser however
Body caused in connection with this Agreement including any
Corporate; breach of this Agreement.

(e) no litigation, arbitration, dispute or Continuing obligation

administrative proceeding has been 7.2 Each indemnity contained in this Agreement is a
commenced, is pending or to the
Recipient’s knowledge threatened, by or continuing obligation notwithstanding: (a) any
before any Government Agency, and no settlement of account; or
judgment or award has been given, made
(b) the occurrence of any other thing,
or is pending, by or before any
Government Agency, which in any way and it is not necessary for the Discloser to incur expense
questions its power or authority to enter or make payment before enforcing or making a claim
into or perform its obligations under this under an indemnity.
Agreement; and
8 Costs and taxes
(f) the Recipient does not, and its assets do
not, enjoy immunity from any suit or Legal costs
execution.
8.1 Each party must meet or pay its own legal costs and
6 Term and termination disbursements in respect of the preparation, negotiation
and execution of this Agreement.
Stamp duty
Term
8.2 The Recipient must pay all stamp duty (including
6.1 This Agreement commences on penalties and interest) assessed or payable in
the Commencement Date and continues until connection with this Agreement.
terminated in accordance with clause 6.
Other taxes
Termination for breach
8.3 The Recipient must pay all taxes, duties and government
6.2 If the Recipient commits a charges imposed or levied in Australia or overseas in
breach of this Agreement, then the Discloser connection with the performance of this Agreement.
may terminate this Agreement by notice to the
Recipient in which case this Agreement will 9 General
terminate on the date specified in that notice or, 9.1 The laws of Karnataka (India) govern this Agreement.
if no date is specified, immediately.
9.2 Each party irrevocably submits to the
Termination for convenience non-exclusive jurisdiction of the courts of Karnataka India
and courts competent to hear appeals from those courts.
6.3 The Discloser may terminate this
Agreement at any time by notice to the 9.3 Where the Discloser may exercise any
Recipient in which case this Agreement will right or discretion or make any decision under this
Page 3 of 5
 Agreement, the Discloser may do so in its absolute
10.2 Recipient will not benefit from circumvention
discretion, conditionally or unconditionally, and without
being required to give reasons or act reasonably. Clause The Recipient covenants that any financial gain made by
9.3 applies unless this Agreement expressly requires the Recipient or an associated party, from a breach of
otherwise. clause 10.1 (“Financial Gain”) shall be held on trust for
the benefit of the Disclosing Party and then be transferred
9.4 The Recipient must not assign, in whole to a nominated account of the Discloser.
or in part, or novate the Recipient’s rights and obligations
under this Agreement without the prior written consent 10.3
of the Discloser. No effect on remedies
Clause 10.2 does not affect any other remedy of the
9.5 The Discloser may assign its Discloser including the ability to seek damages or specific
interest under this Agreement. performance should the Recipient breach any of its
9.6 A clause or part of a clause of this covenants in clause 10.1.
Agreement that is illegal or unenforceable may be
severed from this Agreement and the remaining clauses 11 Disclosure Obligations to Recipient
or parts of the clause of this Agreement continue in
force.
Where the Recipient provides to the Discloser any
9.7 If any provision is or becomes illegal, Confidential Information relevant to the Permitted Purpose
unenforceable or invalid in any jurisdiction, it is to be that is proprietary to the Recipient, the Discloser agrees to
treated as being severed from this Agreement in the comply with the same obligations set out in this
relevant jurisdiction, but the rest of this Agreement will Confidentiality Deed as if it were the Recipient, in the case
not be affected.
of Confidential Information provided to it by the Recipient.
9.8 This Agreement supersedes all previous
agreements about its subject matter and any agreements 12 Joint and Several Liability
collateral to The expression Recipient refers to each person
identified as a “Recipient” and the obligations of
those agreements. This Agreement embodies the entire the Recipient under this agreement bind them,
agreement between the parties. jointly and severally.
9.9 To the extent permitted by law, 13 The Disclosing Entities
any statement, representation or promise made
in any negotiation or discussion, is withdrawn
and has no effect except to the extent expressly
set out or incorporated by reference in this If there is more than one Disclosing Entity listed in this
Agreement. Agreement, the obligations in this Deed apply to each and
every Disclosing Entity listed in so far as the listed
9.10 Each party acknowledges and Disclosing Entity owns or is in possession of Confidential
agrees that it does not rely on any prior conduct Information accessed by the Recipient and it applies to
or representation by the other party in entering each of the Disclosing Entities jointly and/or severally as
into this Agreement. the case may require.

10 Non-Circumvention

10.1 Recipient will not circumvent

At any time prior to the expiration of the term of th Schedule
Agreement, it is expressly agreed that the identities of an
individual or entity and any other third parties (including
without limitation, suppliers, customers, financial source
manufacturers, consultants and clients or details of th
Disclosing Entities Network) discussed and made availab
by the Discloser in respect of the Permitted Purpose an Discloser and
any related business opportunity shall constitut Name SecLance Pvt. Ltd.
Confidential Information and the Recipient or an address
associated entity or individual shall not without the prio Address: 2575/1, First Floor, 17th Main, 2nd
written consent of the Discloser: Cross, HAL 2nd Stage, Bangalore - 560008

Attn: Mohammed Zafarullah

(a) directly or indirectly initiate, solicit, negotiat
contract or enter into any business transaction Phone: +91 88671 70470
agreements or undertakings with any such thir
party identified or introduced by the Discloser; or Email: [email protected]

(b) seek to by-pass, compete, avoid or circumvent th Recipient and Name: Deepkumar Patel
Discloser from any business opportunity th
Name Address:A-703, mahalaxmi-4, Kudasan,
relates to the Purpose by utilizing any Confidenti Gandhinagar, Gujarat, 382421
address
Information or by otherwise exploiting or derivin Email:[email protected]
any benefit from the Confidential Information.
Phone: +91 8866144669

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 Commencement
Date 01/08/2024

Permitted To progress an opportunity to perform

Purpose technical assessment such as red teaming,
Pen testing and cyber security audit for
SecLance and their partners customers.

Page 5 of 5
EXECUTED as an agreement:
Signed
by Deepkumar Patel

⮙ Signature

Signed
by SecLance Pvt. Ltd.
Mohammed Zafrullah (Partner)