Office Address: 7380 W Sand Lake

Rd,Suite 500-529 Orlando,FL 32819.

Email Address: [email protected]

THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (Agreement) is effective as

of the date of signature or acknowledgement of accepting the Agreement as provided through a
registered office of the COMPANY, by and between:

ONPASSIVE LLC hereinafter referred to as the Company (which expression shall refer to the
context or meaning thereof, be deemed to mean and include its successors and assigns) of the
First Part

AND

USER hereinafter referred to as Founder/Customer, (which expression shall mean and include its
successors and permitted assigns) of the Second Part.

The Company and the Founder/Customer are each hereinafter collectively referred to as Parties
and individually as Party.

WHEREAS

A.COMPANY has offered various services/tools/facilities to the Founder/Customer and

Founder/Customer has accepted the terms and conditions of the COMPANY with the effect from
and during the course of this Agreement Founder/Customer will have access to the Confidential
and Proprietary Information of the COMPANY and its customers, partners and other
Founder/Customers. The use of Confidential Information by the FOUNDER/CUSTOMER shall be
treated in Confidence.

B.COMPANY Confidential Information, Proprietary Information, Invention, Patents, Copyrights,

Trademark and other Intellectual Property Rights are important assets of the COMPANY.

C.COMPANY Confidential Information, shall also mean any and all information available to
ONPASSIVE and which is not available in a published form at the Effective Date, including, but not
limited to, research ideas, research results, research directions, patents, patent applications, and
patent ideas, trade secrets, business models, business forecasts, marketing strategies, financial
data, customer lists, investors, contractual relationships, manufacturing proprietary information
and documentation, ideas, schematics, sketches, models, know-how, marketing campaigns
algorithms, processes, formulae whether or not specifically stated or define in subsequent
paragraphs.

D.It is Important for the COMPANY to protect Its Intellectual Property, Confidential and Proprietary
Information to the fullest extent and the FOUNDER/CUSTOMER is willing to comply with following
provisions, as part of the Founder/Customers contract of service/ facility with COMPANY.
NOW THEREFORE, in consideration of the services/tools and facilities of the
FOUNDER/CUSTOMER by the COMPANY or any of its affiliates, the compensation
Founder/Customers expects to receive, and continued receipt and access to confidential,
proprietary and trade secret information associated with Founder/Customers position with
COMPANY, the mutual covenants, agreements and obligation expressed herein and other good
and valuable consideration, the receipts and sufficiency of which are hereby acknowledged, the
FOUNDER/CUSTOMER and COMPANY agree as follows:

1. PREAMBLE

The Above Preamble shall form an integral part of this Agreement.

2. DEFINITIONS AND INTERPRETATION

2.1. In this Agreement (including in the recitals herein above or schedules hereto), the following
words and expressions shall have, where the context so permits, the following meaning ascribed
to them:

2.1.1. Affiliate, with respect to either party means any person who directly or indirectly controls, is
controlled by, or is under the common control of such parties. The term Control is used in the
sense of the possession by a person or a group of persons acting in concert, directly or indirectly,
of the right to direct or cause the direction of the management, policies, and actions of another
person, whether through the board of directors or ownership of voting rights by such other Person,
by the Articles of Association, contract or otherwise. A person or a group of persons acting in
concert shall be deemed to be in control of a body corporate if such Person or group of Persons is
in a position to appoint or appoints the majority of the directors of such body corporate.

2.1.2. Confidential Information shall mean information which is confidential including Proprietary
Information and other information related to the business of the Company, its affiliates or any third
parties with which the Company associates, whether or not such information is expressly marked
or designated as confidential information and includes but is not limited to: an information of value
or significance to the Company or its competitors (including potential competitors) such as:

i. data of or about the Company or its vendors, customers, Founder/Customers, advisors, mentors,
service providers or consultants, in particular, contact information and sales information;

ii. data about Companys compliance with applicable law including data about licenses,
permissions, approvals, permissions or consents applied for, requested by, granted to or denied to
the Company or its promoters;

iii. data about all filings and official submissions made by the Company to governmental authorities
and the content of the discussion and communication by the Company with such authorities;

iv. data related to the Companys business, its existing and upcoming products, services, business
strategy, Marketing Campaigns details, terms of engagement with its vendors or customers,
pricing data, payment and refund policies and plan, business plans, users/founders/customers
data, policies and plans which directly and indirectly related to the COMPANY.

v. any data, documents, sketches, designs, plans, drawings, photographs, reports,

communication, technical information, information about Intellectual Property Rights, user
information, compilation, subscription details, asset information, know-how, research and
development, internal policies;

vi. Any information related to the Companys technology, software, hardware, code, design,
business strategy, business plan, internal systems, and business architecture;

vii. financial data, in particular, concerning budgets, fees and revenue calculations, sales figures,
bonus plans, financial statements, profit expectations and inventories of the Company;

viii. training data, particularly documents, videos, webinars, photographs, website data, processes,
multimedia files, presentations and any such training resources that the Founder/Customer gains
access to during his association with the Company;

ix. security information (including passwords, login credentials) used to access any resource
owned or operated by the Company, its affiliates, clients or third-party agents;

x. client or user data, user credits, user analytics, user preferences, feedback information;

a) any information which may be reasonably understood by its nature, or by the context of its
disclosure, to be confidential; and

b) any information derived from any of the above-mentioned information; and

c) original information supplied by the Company or information provided to the Company by third
parties which the Company is obligated to keep confidential

xi. prohibition of postings about other companies or other business opportunities or programs,
including their links;

xii. prohibition of sharing posting and comment that reflects a race, sex, cast, religion, political
agenda, team competition and cross-recruiting as well,

xiii. prohibition of vigorous and impassioned sharing of ideas, negative languages,

webinar/videos/community/data of the COMPANY

xiv. participate in constructive online dialogues and use our best judgment when posting to
external or internal social media.

2.1.3. Intellectual Property Rights means and includes, without limitation, any patents, copyrights,
trademarks, trade secrets, service marks, database right, design right, moral right or any other
property rights (in each case, whether registered or not and including applications for registration,
if any) that grant similar rights as the foregoing, anywhere in the world.

2.1.4. Company Intellectual Property means any Proprietary Information created, conceived,
developed, and improved by the COMPANY.

2.1.5. Proprietary Information means and includes, but is not limited to, Company Intellectual
Property information about software programs, software designs, software architectures, source
code, object code, algorithms, trade secrets, formulae, data, designs, technical know-how,
domain names, processes, applications, ideas, user/ founder/customers data and records,
techniques, documents, notes, presentations, works of authorship, business plans, customer lists,
user information, vendor data, customer data, operational data, terms of compensation and
performance levels of Founder/Customer, Marketing Campaigns and other information concerning
the actual or anticipated business, research or development, prices and pricing structures,
marketing and sales information, competitive analysis, and any information and materials relating
thereto, or which is received in confidence by or for the Company or its Affiliates from any other
person, whether or not it is in written or permanent form.

2.1.6 Registration Suspension Policy- Founder/Customer account will be suspended, following

written Notice of Warning, when an NDA violation is suspected, and Founders account will be
placed in Temporary Suspension pending the outcome of an investigation and compliance
surveillance activity. The Notice of Warning will contain instructions to contact ONPASSIVE via an
account-associated email at [email protected] citing time limits. If offending Founder does
not respond to the Notice of Warning, does not respond to the Notice of Warning with allotted time,
or does not produce vindicating evidence or explanation through valid a current, valid e-mail
address that is associated with the offending Founders account, the Founders account [with full
registration] shall be terminated without further notice.

3. DURATIONThis Agreement shall be effective on the date of commencement of service of the

Founder/ Customer with the COMPANY and continue in force till 5 (five) Years after the date of
termination/end of the Agreement for whatsoever reason.

4. CONFIDENTIALITY OBLIGATIONS

4.1. The Founder/Customer agrees and acknowledges that during the term of this Agreement with
the Company the Founder/Customer shall have access to Confidential Information through oral,
visual, electronic or written means.

4.2. The Founder/Customer understands and acknowledges that the Confidential Information is of
immense value to the Company and its Affiliates and/or its present, past or prospective clients.
The Founder/Customer understands that any use or disclosure of such Confidential Information
including any inadvertent disclosure can cause immense and irreparable harm, loss, damage and
injury to the Company and its Affiliates and its reputation and hence undertakes to keep such
Confidential Information confidential.
4.3. The Founder/Customer agrees and undertakes that at all times during the term of this
Agreement and thereafter on termination of this Agreement for whatever reason to hold in the
strictest confidence, and not to use, except for the benefit of the Company and its Affiliates, and
absolutely refrain from in any manner divulging, discussing, disclosing, or otherwise releasing, the
Confidential Information to any third party or in any manner directly or indirectly using the
Confidential Information without the written authorization of the Company.

4.4. The Founder/Customer recognizes that the Company and its Affiliates have received and, in
the future, will receive from third parties, information that would be confidential and proprietary in
nature to such third parties, during the term of Agreement.

4.5. The Founder/Customer further undertakes not to make copies of, or disseminate, such
Confidential Information except as authorized by the Company. Nothing contained in this
Agreement shall be construed as granting or conferring any rights either as a license or otherwise
in the Confidential Information. The Founder/Customer shall not claim or represent to hold any
interest by way of COMPANYship, assignment or otherwise in the Confidential Information.

4.6. INSIDER TRADING AND NON PUBLIC INFORMATION- Founder/Member/ Client/Customer,

his/her family and relatives are prohibited under Company policy as well as by Law from
purchasing, selling and dealing in Company stock/ marketing campaigns, strategy, plan/ policies
and platforms or the stock of any other company, such as existing or potential customers or
suppliers, directly or indirectly, on the basis of material non-public information. All non-public
information about the Company should be considered confidential information. To use non-public
information for personal financial benefit or to tip others who might make an investment decision
on the basis of this information is unethical, against Company policy, and illegal. Founder/Member/
Client/Customer his/her family and relatives do not have right to engaged in term of employment
whether (full time/part time/consultant and other).

4.7. SENSITIVE PERSONAL DATA OR INFORMATION (SPDI)-

(a) means passwords, financial information, such as bank account or credit card or debit card or
other payment instrument, any detail relating to the above as provided to COMPANY for
providing service; and any information received under the above by COMPANY for processing,
stored or processed under lawful contract or otherwise,

(b) COMPANY is required to obtain prior consent from the information provider regarding the
purpose of usage of the SPDI. Such information should be collected only if it is essential and
required for a lawful purpose connected with the functioning of the COMPANY,

(c) Founder/Customer has no right to share/disclose the SPDI details in public and, if found to be
in violation, that Company has legal right to terminate his/her registration without notice,

(d) Founder/Customer agrees and consents that Company has right to use and disclosed his/her
data for the information sought by governmental agencies or under applicable legal provisions and
for COMPANY business requirements, and further agrees Founder/ Customer has no rights to
claim, sue, or approach for any Legal remedy for such disclosure.

4.8. This Clause shall survive the expiration or termination of this Agreement.

5. RESTRICTIONS

A. Except for the express written consent of COMPANY, FOUNDER/CUSTOMER agrees:

1. Not to use or disclose to another person or entity any confidential information of COMPANY;

2. Not to make, or cause to be made, any copies, facsimiles or other reproductions including data
files of any documents containing confidential information of COMPANY; and

3. To use all other reasonable means to maintain the secrecy and confidentiality of the confidential
information of COMPANY.

B. FOUNDER/CUSTOMER further agrees, at the request of COMPANY:

1. To immediately return to COMPANY all items in the possession of FOUNDER/CUSTOMER

which relate to or which disclose in whole or in part any confidential information of COMPANY;
and

2. To refrain from using or disclosing to any other person or entity any confidential information of
COMPANY.

6. REPRESENTATIONS AND WARRANTIES

The FOUNDER/CUSTOMER represents and warrants that:

6.1 The FOUNDER/CUSTOMERs performance of all terms of this Agreement and as a

FOUNDER/CUSTOMER of the COMPANY does not and will not breach any prior agreement with
others keep in confidential information acquired by the FOUNDER/CUSTOMER in Confidence or
in trust prior to the registration.

6.2 The FOUNDER/CUSTOMER has not and shall not enter into agreement, either written or oral,
in conflict with this agreement.

7. COVENANT NOT TO SUE

Founder/Customer shall not institute any action or suit at law or in equity against COMPANY, nor
institute, prosecute or in any way aid in the institution or prosecution of any claim, demand, action,
or cause of action arising out of the CONFIDENTIAL INFORMATION or any INTELLECTUAL
PROPERTY thereof, including but not limited to, claim, demand, action, or cause of action for
invalidating any INTELLECTUAL PROPERTY and CONFIDENTIAL INFORMATION of the
COMPANY.
8. PAYMENT POLICY

Founder/Customer shall eligible for our various service/facilities after making valid/authorized
payment (through the modes as explained/mentioned in our website). Payment policies and
structure are defined by Company at its sole discretion and it will change periodically as per
business strategies and plans (as required)

9. REFUND POLICY

Active Founder/Customer shall be entitled to request, and eligible to receive, a full refund within
the 30 (Thirty) days from the date of the registration of the account for which a refund is being
requested.

10. DAMAGES AND SPECIFIC PERFORMANCE

FOUNDER/CUSTOMER agrees that should FOUNDER/CUSTOMER breach any portion

contained in this Agreement that COMPANY would suffer irreparable harm and COMPANY would
be without adequate remedy at law and that COMPANY may obtain injunctive relief, including
specific performance of the Agreement, as well as monetary award for damages suffered by
COMPANY for FOUNDER/CUSTOMERS breach of this Agreement.

11. SEVERABILITY

Should a court of competent jurisdiction find that any portion of this Agreement is invalid, illegal, or
unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall
use reasonable efforts to substitute a valid, legal, and enforceable provision that implements
purposes of the provision so held invalid, illegal, or unenforceable to any extent permissible under
the law.

12. NOTICE

Any Notice or communication required or allowed under this agreement, regardless of the
communication method, shall take effect upon actual delivery of the notice at the legal domicile,
residence or mailing address of the receiving party. If party alters its notification address or mailing
address, it shall notify the other party of its new address within 3 (three) days after the alteration,
otherwise, the defaulting party shall be held responsible for all consequent legal liabilities. In cases
where no legal domicile, residence or mailing address of the receiving party is known or available,
attempts to contact that party will be made via all means available to include digital media and
social platforms. In case where no contact can be made through reasonable attempts, the
contacting party shall not be held responsible for consequent liabilities arising from inability to
contact receiving party.

13. GOVERNING LAW AND JURISDICTION

The establishment, validity, execution and dispute settlement of this Agreement shall be governed
by the laws of the Country. The Courts located at the registered office of the COMPANY shall
have the exclusive jurisdiction to entertain and resolve all the disputes between the parties.

14. MISCELLANEOUS

14.1 The Agreement shall be binding in the principle as below; the binding effects of the
Agreement shall not be affected by length of service/facilities between the parties, the reason for
terminating the service/facilities relationship between parties and amount of the
FOUNDER/CUSTOMERs payment paid by COMPANY. The FOUNDER/CUSTOMER shall still be
liable to his/her obligations under the Agreement after the termination of the Services/facilities for
whichever reasons. No amendment or changes of the Agreement shall be made upon the
termination of the Service.

14.2 No Waiver of breach, failure of condition, or any right or remedy contained in or granted by
the provision of this Agreement shall be effective unless it is in writing and signed by the party
waiving the breach, failure, right or remedy. No waiver by the COMPANY of any breach, failure,
right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or
not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

14.3 Publishing offensive, false or threatening information- Founder/ Customer who sends by any
means of a computer resource any information that is grossly offensive, which relates with the
term of defamation whether slander or libel or has a menacing character; or any information which
he knows to be false (viz. sharing marketing campaigns structure or information and other
confidential Information), but for the purpose of causing annoyance, inconvenience, danger,
obstruction, or insult, etc., shall be punishable by Law and this action of breach shall result in
suspension or termination of his/her registration/enrolment as Founder/ Customer.

14.4 The Agreement and all of its exhibits constitutes the entire Agreement agreed upon and by
the parties and supersedes all prior oral or written negotiations, representations or Agreements
reached by the Parties relating to the subject matter of this Agreement.

14.5 This Agreement may be supplemented, amended, or modified only by the mutual written
Agreement of the parties. No supplement, amendment or modification of this agreement shall be
binding unless it is in writing and signed by both COMPANY and the FOUNDER/CUSTOMER.

14.6 If any Article of this Agreement is in conflict with any article of the other agreements and
contracts between both the parties, the article of this agreement shall control.

14.7 The title in this Agreement is used only for convenience of reading and shall not affect the
meaning of this Agreement.

14.8 If a Court of Competent jurisdiction holds any provision of this Agreement to be illegal,
unenforceable or invalid in whole or in part for any reason, the validity and enforceability of the
remaining provisions or portion of them, shall not be affected.

14.9 No party has been induced to enter into this Agreement by, nor is any party relying on, any
representation or warranty outside those expressly set forth in this agreement.

14.10 Company have legal right to change, modifies, amend, addendum any clause of this
Agreement without any prior approval, and FOUNDER/CUSTOMER shall not have any issue to
sign latest Agreement which shall be effective from the date of execution/sign.

14.11 The Agreement shall be binding on and shall inure to the benefit of the parties to this
agreement and their respective heirs, executors, administrators, assigns, or successor.

14.12 The Agreement shall be executed in two counterparts and one counterpart shall be retained
by each party and Founder/Customer executed and signed the Agreement whether in
digital/physical mode shall have validity and legal effect.

THE FOUNDER/CUSTOMER HEREWITH CONFIRMS READING ALL THE TERMS OF THIS

AGREEMENT AND UNDERSTANDING IT COMPLETELY AND HAVING IN ADDITION
RECEIVED INDEPENDANT LEGAL ADVICE, AND BY AFFIXING THE SIGNATURE BELOW
REPRESENT THAT THIS AGREEMENT IS THE ONLY STATEMENT MADE BY OR ON BEHALF
OF THE COMPANY UPON WHICH THE FOUNDER/CUSTOMER HAS RELIED IN SIGNING
THIS AGREEMENT WITH FREE WILL AND CONSENT WITHOUT ANY FORCE, DURESS,
COERCION OR UNDUE ADVANTAGE.

IN WITNESS WHEREOF, the parties hereto have executed this agreement by their duly
authorized representative as of the date first set forth above.

ONPASSIVE LLC

Ash Mufareh Deepak Kushwaha

(Founder and CEO) (Attorney)

Username:Aboudou TRAORE
Email: [email protected]
Country: Burkina Faso
Date: 2021-06-28