NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is made and entered into

as of 26-09-2024, by and between:

 Clickit, a private limited company with its principal place of business

at Bangalore, (hereinafter referred as "Disclosing Party"), operates
as an e-commerce platform offering a range of products including
groceries, electronic goods, and other daily essentials;
 InfoTech Solutions Co., a private limited company with its principal
place of business at Bangalore (hereinafter referred as "Receiving
Party"), specializes in the development of software solutions,
including Inventory Management Systems.

Recitals

WHEREAS,

1. Clickit desires to engage InfoTech Solutions Co. to develop Inventory

Management Systems to support its business operations;
2. in order to facilitate the development of these Inventory
Management Systems, Clickit may need to disclose certain
proprietary, confidential, and sensitive business information to
InfoTech Solutions Co.;
3. the parties wish to define the terms under which such Confidential
Information will be protected and to prevent the unauthorized
disclosure or use of such information;

NOW, THEREFORE, in consideration of the mutual covenants and promises

set forth herein, the parties agree as follows:

1. Definition and Scope of Confidential Information

1.1 During the course of this Agreement, the disclosing party shall
disclose certain non-public information to the receiving party
which is confidential in nature and shall not be released in the
public domain or to any third party.
1.2 For the purpose of this Agreement, "Confidential Information"
shall mean any and all information, whether in written, oral,
electronic, or any other form, disclosed the Disclosing Party to
the Receiving Party that is designated as confidential,
proprietary, or is of a nature that a reasonable person would
understand it to be confidential or proprietary given the
circumstances of its disclosure. This includes, but is not limited
to:
 a. Business Information: Any information related to disclosing
party’s business operations, strategies, financial data,
marketing plans, business processes, customer data, supplier
and vendor lists, and any information regarding its supply
chain, inventory levels, and restocking processes.
b. Technical Information: Software, algorithms, system
designs, source code, data models, prototypes, technical
specifications, and any other technical data related to
disclosing party’s Inventory Management Systems or any
other system or platform that disclosing party uses or intends
to use.
c. Product Information: Information relating to disclosing
party’s products, including but not limited to, product plans,
pricing, product designs, and any related development
processes.
d. Other Proprietary Information: Any other information that
is not generally known to the public, including trade secrets,
research and development plans, and any other information
that the disclosing party deems confidential.

1.3 The Receiving Party agrees that the Confidential Information

disclosed by the Disclosing Party shall be used solely for the
purpose of developing Inventory Management Systems, including
tools to track stock levels, manage supply chains, and automate
restocking processes, as contemplated by the business
relationship between the parties.
1.4 The Receiving Party may disclose Confidential Information
only to its employees, agents, consultants, or subcontractors who
have a legitimate need to know such information for the
Permitted Use and who are bound by confidentiality obligations
no less restrictive than those contained in this Agreement. The
Receiving Party shall be responsible for any breach of this
Agreement by such persons.
1.5 The Receiving Party shall not use the Confidential Information
for any other purpose without the prior written consent of the
Disclosing Party. Specifically, the Receiving Party shall not:
a. Use the Confidential Information for its own benefit or for
the benefit of any third party;
b. Use the Confidential Information to develop, create,
improve, or modify any other products or services not
expressly agreed to by the Disclosing Party;
 c. Use the Confidential Information in any manner that is not
directly related to the development of Inventory
Management Systems for the Disclosing Party.

2. Exclusions:

Confidential Information shall not include any information that:

a. Public Domain: Is or becomes publicly known or available to the

general public through no breach of this Agreement by the
Receiving Party.

b. Prior Knowledge: Is already known to the Receiving Party at the

time of disclosure by the Disclosing Party, as evidenced by the
Receiving Party’s written records, and was not obtained directly
or indirectly from the Disclosing Party.

c. Independently Developed: Is independently developed by the

Receiving Party without use of, reliance on, or reference to the
Confidential Information of the Disclosing Party, as evidenced by
the Receiving Party’s written records.

d. Rightful Third-Party Disclosure: Is rightfully received by the

Receiving Party from a third party who has the legal right to
disclose such information without any confidentiality obligation to
the Disclosing Party.

e. Legally Required Disclosure: Is required to be disclosed by

law, regulation, or a valid court order, provided that the
Receiving Party gives the Disclosing Party prompt written notice
of such requirement (if legally permissible) and cooperates with
the Disclosing Party’s efforts to obtain a protective order or other
remedy to limit the scope of such disclosure.

3. Ownership Of Confidential Information

3.1 All Confidential Information disclosed by the Disclosing Party
to the Receiving Party shall remain the sole and exclusive
property of the Disclosing Party. Nothing in this Agreement shall
be construed as granting, expressly or by implication, estoppel,
or otherwise, any rights, title, interest, or license in or to the
Confidential Information, except for the limited right to use the
Confidential Information solely for the Permitted Use as specified
in this Agreement.
 3.2 The receiving party under this agreement agrees and
acknowledges, with regards to the ownership of confidential
information as follows
3.2.1 The Disclosing Party retains all rights, title, and interest in
and to its Confidential Information, including but not limited
to any intellectual property rights, trade secrets, or other
proprietary rights therein.’
3.2.2 The disclosure of Confidential Information shall not
constitute any license, assignment, or transfer of any rights
or interests whatsoever, except as expressly set forth in
this Agreement.

4. Duration of Confidentiality Obligations:

4.1 The confidentiality obligations set forth in this Agreement shall
commence upon the effective date of this Agreement and shall
continue:
4.1.1 For the duration of the business relationship between the
Disclosing Party and the Receiving Party related to the
development of the Inventory Management Systems, and
4.1.2 For a period of 2 years following the termination or
expiration of this Agreement.
4.2 Notwithstanding the foregoing, any Confidential Information
that qualifies as a trade secret under applicable law shall remain
subject to the confidentiality obligations of this Agreement for as
long as such information remains a trade secret.
4.3 Notwithstanding the foregoing, the Receiving Party may retain
one archival copy of the Confidential Information solely for the
purpose of complying with applicable legal, regulatory, or
professional obligations, provided that such retained information
remains subject to the confidentiality obligations of this
Agreement for as long as it is retained.

5. Permitted Use
5.1 The Receiving Party agrees that any Confidential Information
disclosed by the Disclosing Party shall be used solely for the
purpose of designing, developing, and implementing the
Inventory Management Systems, including but not limited to
tools for tracking stock levels, managing supply chains, and
automating restocking processes, in accordance with the scope
of the business relationship between the parties, hereinafter
referred as Permitted Use.
 5.2 The Receiving Party shall not use the Confidential Information
for any purpose other than the Permitted Use without the prior
written consent of the Disclosing Party. Specifically, the Receiving
Party agrees that:
5.2.1 The Confidential Information shall not be used for the
Receiving Party's own benefit or for the benefit of any third
party, nor for any competitive purposes.
5.2.2 The Confidential Information shall not be used to develop,
design, or improve any products, software, or services that
are not expressly authorized or related to the Permitted
Use.
5.2.3 he Receiving Party agrees to implement and maintain
appropriate measures to protect the Confidential
Information from unauthorized use, access, or disclosure in
a manner consistent with the terms of this Agreement.

6. Return or Destruction of Confidential Information

6.1 Upon the termination or expiration of this Agreement, or at
any time upon the written request of the Disclosing Party, the
Receiving Party shall promptly, at the Disclosing Party's option,
either:
6.1.1 Return all copies, whether in written, electronic, or other
form, of the Disclosing Party’s Confidential Information,
including all documents, notes, summaries, analyses, or
other materials containing or derived from such
Confidential Information; or
6.1.2 Destroy all such Confidential Information and any materials
containing or derived from it, including all electronic copies,
and certify in writing to the Disclosing Party that such
destruction has been completed.
6.2 Notwithstanding the foregoing, the Receiving Party may retain
one archival copy of the Confidential Information solely for the
purpose of complying with applicable legal, regulatory, or
professional obligations, provided that such retained information
remains subject to the confidentiality obligations of this
Agreement for as long as it is retained.

7. Assignment
7.1 Neither party may assign or transfer, in whole or in part, any
of its rights or obligations under this Agreement without the prior
written consent of the other party. Any attempted assignment or
 transfer in violation of this provision shall be null and void and of
no effect.
7.2 Notwithstanding the foregoing, either party may assign this
Agreement without such consent to (i) an affiliate, (ii) a successor
entity in the event of a merger, acquisition, or sale of all or
substantially all of its assets, provided that the assignee agrees
in writing to be bound by the terms of this Agreement.
7.3 Any permitted assignee or transferee shall be bound by the
terms and conditions of this Agreement, and the assigning party
shall remain liable for any breach of this Agreement by the
assignee.

8. Breach and Remedies

In the event of a breach of this Agreement by the Receiving Party the

Disclosing Party shall be entitled to seek the following remedies:

8.1 The Receiving Party acknowledges that any unauthorized use

or disclosure of the Confidential Information may cause
immediate and irreparable harm to the Disclosing Party, for which
monetary damages may not be an adequate remedy.
Accordingly, the Disclosing Party shall have the right to seek
injunctive relief, without the necessity of posting bond or proving
actual damages, to prevent or restrain any such breach or
threatened breach.
8.2 In addition to injunctive relief, the Disclosing Party may seek
monetary damages, including compensatory, consequential, and
any other damages available under applicable law, to recover
losses resulting from the breach of this Agreement.
8.3 The Disclosing Party may seek specific performance of this
Agreement, requiring the Receiving Party to comply fully with its
obligations under this Agreement, in addition to any other
remedies available under law or in equity.
8.4 The failure to exercise or delay in exercising any remedy
under this Agreement shall not constitute a waiver of such
remedy. All rights and remedies of the Disclosing Party under this
Agreement are cumulative and not exclusive of any other
remedies available under law.

9. Governing Law
This Agreement shall be governed by the laws and regulations established
in India and the parties shall submit to the exclusive jurisdiction of Courts
of Bangalore in cases of any dispute arising out of this agreement.

10. Severability

If any provision of this Agreement is or becomes illegal, invalid or

unenforceable in nature in any jurisdiction, such illegality, invalidity or
unenforceability would not affect the validity of other provisions of this
agreement.