NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“Agreement”) is made and entered into between East West
Automation Tech Pvt. Ltd 45, Hartron Electronic City, 122016 Gurgaon Haryana
and Nandini Infosystems having registered address,1st Floor, B- 89,Ashoka Road, Sushant
Lok-1,Gurgaon, Haryana, identified below, individually referred to as a “Party” and collectively
referred to as the “Parties”. 

The Parties wish to exchange Confidential Information for the following purpose(s):

a) To evaluate whether to enter into a contemplated business transaction; and

b) If the Parties enter into an agreement related to such business transaction, to fulfill each
Party’s confidentiality obligations to the extent the terms set forth below are incorporated therein
(the “Purpose”). The Parties have entered into this Agreement to protect the confidentiality of
information in accordance with the following terms:

This agreement is effective from30th December 2020

1. In connection with the Purpose, a party (the “Disclosure”) may disclose to the other party (the
“Recipient”) information pertaining to the Purpose that the Disclosure considers confidential
(“Confidential Information”) means any information disclosed to Recipient by Disclosure, either
directly or indirectly in writing, orally, electronically or by inspection of tangible, intangible objects,
visual, electronic, present or future information including without limitation (a) business and
financial information (such as, but not limited to, current, future, and proposed products and
services, trade secrets, technical information, including research, development, procedures,
interests and products financial information and models, information relating to procurement
requirements, purchasing, manufacturing, customer lists, product plans, product ideas, business
strategies, marketing or business plans, financial or personnel matters, investors, employees,
business and contractual relationships, business forecasts, sales and merchandising, and
information regarding third parties, suppliers, customers, employees, investors or facilities; (b)
any information created using the foregoing Confidential Information; and (c) any other
information which is designated as “Confidential,” “Proprietary” or some similar designation.
Confidential Information may also include information previously disclosed to Company by third
parties:

2. OBLIGATION OF CONFIDENTIALITY. Recipient shall not disclose Confidential Information to

any of its officers, directors, employees, contractors or agents or to any third party without the
Disclosing Party’s written consent, except
(a) Recipient may disclose such information to its officers, directors, employees, contractors,
and agents whose duties justify their need to know such Confidential Information, and who
have been clearly informed of their obligation to maintain the confidential status of such
Confidential Information, and in the case of contractors or agents, who have signed a
written document acknowledging the obligation to maintain the confidential status of such
Confidential Information, and
(b) Recipient may disclose Confidential Information to the extent required by applicable federal,
state or local law, regulation, court order, or other legal process, provided Recipient has
given the Disclosing Party prior written notice of such required disclosure and, to the extent
reasonably possible, has given the Disclosing Party an opportunity to contest such required
disclosure at the Disclosing Party’s expense. Recipient agrees that Recipient will not
 create, design, manufacture, offer or sell any products incorporating any Confidential
Information to any third party.

3. PROTECTION OF CONFIDENTIAL INFORMATION. Recipient shall use the same care to prevent
disclosure of Confidential Information as Recipient uses with respect to its own confidential
information of a similar nature, which shall not in any case be less than the care a reasonable
business person would use under similar circumstances. Without limiting the foregoing, Recipient
shall take reasonable action by instruction, agreement or otherwise with respect to Recipient’s
employees or other persons permitted access to Confidential Information to cause them to comply
fully with Recipient’s obligations hereunder.

4. PERMITTED USE OF CONFIDENTIAL INFORMATION. Recipient shall only use Confidential

Information for the purposes for which it was originally disclosed and only as expressly permitted in
by the terms and conditions of this Agreement.

5. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Disclosing Party,
Recipient shall cease using and promptly return to the requesting party or arrange for the
destruction of all copies of any Confidential Information then in Recipient’s possession or under
Recipient’s control. Upon the written request of the Disclosing Party, Recipient shall certify in
writing that Recipient has complied with the obligations set forth in this paragraph.

6. CUSTOMER PRIVACY. To the extent any Confidential Information provided to or obtained by

Recipient or to which Recipient has access is information about past, present or potential
customers, Recipient shall take appropriate measures designed to protect the security,
confidentiality, and integrity of such Confidential Information and disclose only when it is deemed
appropriate and written consent has been duly obtained from the Disclosing Party.

7. SECURITY BREACH OF CUSTOMER OR EMPLOYEE INFORMATION . Recipient shall notify

the Disclosing Party immediately, and agrees to cooperate fully with the Disclosing Party, in the
event of any unauthorized access to the Disclosing Party’s customer or employee information
under the control of Recipient. The Disclosing Party shall have the right, but shall be under no
obligation hereunder, to provide any notice. Except as may be required by law, Recipient agrees to
take no action with respect to notification of such unauthorized access to the Disclosing Party’s
customer or employee information without express consent or and according to the Disclosing
Party, as applicable, specific instruction. Recipient agrees to indemnify Disclosing Party, as
applicable, for all reasonable costs, charges, and expenses resulting from any unauthorized access
to such party’s customer or employee information disclosed hereunder.

8. OWNERSHIP OF CONFIDENTIAL INFORMATION. The Disclosing Party shall retain all right,
title and interest in and to its respective Confidential Information. Neither this Agreement nor any
disclosure of Confidential Information shall be deemed to grant Recipient any license or other
intellectual property right.

9. DISCLAIMERS. Recipient acknowledges and agrees that the Disclosing Partyis providing
Confidential Information disclosed hereunder on an “AS IS” basis, without warranties of any kind.
Without limiting the foregoing, the Disclosing Party does not represent or warrant that such
Confidential Information is accurate, complete or current. The disclosure of Confidential
Information containing business plans is for planning purposes only. The Disclosing Party may
change or cancel its plans at any time at its respective sole discretion. Recipient further
acknowledges and understands that disclosure of Confidential Information is not a representation
that any type of business relationship between the parties will be concluded.

10. INJUNCTIVE RELIEF. Recipient acknowledges that the use or disclosure by Recipient of
Confidential Information in a manner not authorized by this Agreement would be likely to cause
 immediate and irreparable damage that could not be fully compensated by monetary
compensation. Recipient therefore agrees that the Disclosing Party may specifically enforce this
Agreement and may seek such injunctive or other equitable relief as may be necessary or
appropriate to prevent such unauthorized use or disclosure without the necessity of proving actual
damage by reason of any such breach or threatened breach of this Agreement.

11. CONFIDENTIALITY PERIOD either party may terminate the original agreement but this NDA’s
provisions will survive as to Confidential Information that is disclosed before termination. Unless
the parties otherwise agree in writing, Recipient’s duty to protect Confidential Information
expires five (5) years from date of signing of this agreement. Post 5 th year if parties continues
with business/transaction relationship than this NDA shall be automatically renewed for another
five (5) years and will be effective in full effect unless same is replaced/withdrawn/modified in
writing and agreed by the Parties.

12. OTHERS

a. This agreement does not provide any exclusivity rights to either of the party.

b. No party acquires any intellectual property rights under this agreement except the
limited rights necessary to use the Confidential Information for the Purpose.

c. This agreement does not create any agency or partnership relationship. This
agreement is not assignable or transferable by either party without the prior
written consent of the other party.

d. This agreement is the parties ‘entire agreement on this topic, superseding any
prior or contemporaneous agreements. Any amendments must be in writing. The
parties may execute this agreement in counterparts, which taken together will
constitute one instrument. Failure to enforce any of provisions of this agreement
will not constitute a waiver.

13. DISPUTE RESOLUTION- Each of the parties herein agrees that:

If any dispute, difference, controversy or claims arising out of or relating to this Agreement or the
breach, the Parties shall attempt, for a period of thirty (30) days from the receipt of a notice from
the other Party of the existence of a dispute, to settle such dispute by mutual discussions
between the Parties. If the Dispute cannot be settled by mutual discussions within the thirty (30)
day period provided above, either Party may refer the matter for Arbitration. The arbitration
proceedings shall be conducted as per the provisions of the Arbitration and Conciliation Act,
1996 or any of its subsequent amendments by a sole arbitrator to be appointed by Robotic. The
place of arbitration shall be New Delhi. The arbitral procedure shall be conducted in the English
language. The award of the arbitral tribunal shall be final, conclusive and binding upon the
Parties, and the provisions of the [Indian] Arbitration and Conciliation Act, 1996 shall apply. The
rights and obligations of the Parties under, or pursuant to, this Clause, including the arbitration
agreement in this Clause, shall be governed by and be subject to Indian law, and the Agreement
shall be subject to the exclusive jurisdiction of the courts at Delhi.

For East West Automation Tech Pvt. Ltd For Nandini Infosystems
Proprietor: - Samir Kumar Choudhary