NON-DISCLOSURE AGREEMENT

This Non-disclosure Agreement (hereinafter referred to as “the agreement”) is

executed on this ____ day of _______ month in the year of 2024, and shall come
into effect on the ____ day of ____month in the year of 2024 as has been mutually
agreed between the below provided parties.

BY AND BETWEEN

TECHGEN INNOVATIONS, a company duly incorporated and existing under the

Companies Act, 2013, having its registered office at 15 th floor, Shine World Tower,
Indorie, Medic Pradesh, Indicstan – 400121 (hereinafter referred to as the
“Disclosing Party”), which expression unless repugnant to the context hereof,
shall mean and include its successors, key administrators and permitted assigns
of the FIRST PART.

AND

VISIONARY SOLUTIONS INC., a company duly incorporated and existing under

the Partnership Act, 1932, having its corporate office at SCO 24, Candor Spaces,
Hyber City, Telanginia, Indicstan – 123456 (hereinafter referred to as the
“Receiving Party”) which expression unless repugnant to the context hereof,
shall mean and include its successors, administrators and assigns of the OTHER
PART

The Disclosing Party & the Receiving Party shall individually be referred to as
“Party” & collectively as “Parties”, as the case may be.

WHEREAS:

1. The disclosing party is engaged in the business of developing the Quantum

Processing Unit for new-generation Quantum Computers and thereafter
releasing its products to be sold in the open market.

2. The receiving party is engaged in the business of developing the hytech,

new-generation computer hardware’s and thereafter releasing its products
to be sold in the open market.

3. That the parties are desirous of entering into joint partnership wherein the
disclosing party shall provide to the releasing party its patented Quantum
Processing Unit to be installed in the computer produced by the releasing
party to be released and sold in the open market.

4. That the disclosing party is disclosing certain confidential information (as

defined hereunder) to the receiving party for said joint partnership.

5. That in lieu of the same, the Receiving party is required to execute a non-
disclosure agreement to protect the information of the Disclosing party.
 Accordingly, the parties wish to enter into this Non-Disclosure Agreement
whereby Receiving Party agrees to treat as confidential, all the Confidential
Information (as defined hereunder) provided by the Disclosing Party/
acquired from the Disclosing Party, on. The terms and conditions
mentioned hereunder.

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

contained herein, the Parties agree to the following terms and conditions, which
set forth the rights, duties, and obligations of the Parties:

1. DEFINITIONS:

1.1. “Confidential Information” for the Purpose of this Agreement shall mean any
and all oral, written, electronic, graphic or machine–readable information including,
but not limited to, that which relates to patents, patent applications, research,
product plans, products, developments, inventions, processes, designs, drawings,
engineering, formulae, markets, software (including source and object code),
hardware configuration, computer programs, algorithms, manuals, diagrams, flow
charts, schematics, employee or customer details, scope and activities of any
research, process, procedures, functions, know how, business partners, business
plans, agreements with third parties, services, customers/clients,
business/business partners, group companies/ affiliates, financial, patent, patent
application, trademark, copyright or other intellectual property right, marketing
techniques and materials, marketing and development plans, technical,
customers, price lists, pricing policies and any financial or business or marketing
information and operational and any other information or data, or a combination of
any of them accessed by or supplied by the Disclosing Party to the Receiving
Party including any copies, excerpts, notes, memoranda, summaries, analysis or
compilations or a combination of two or more of these generated by the Disclosing
Party (collectively, the “Information”), will be treated as confidential as provided in
this Agreement.

1.1.1. Additionally, the “Confidential Information” for the purposes of this

Agreement shall also include following information:

a. Any other information that should reasonably be recognized as confidential

information of the Disclosing Party.
b. Any 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.
Each 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.

1.1.2 For Purpose hereof, “Information” shall not include:

 a. Information that is already in the public domain at the time that it was
provided by the Disclosing Party or which subsequently came into the
public domain other than as a result of breach of this Agreement;
b. Information obtained from a third party unaffiliated with the Disclosing Party
(provided such party was not bound by confidentiality agreements with the
Disclosing Party);
c. Information independently developed by the Receiving Party without
reference to the Information; or
d. Information in the possession of the Receiving Party prior to its disclosure
by the Disclosing Party to the Receiving Party.
e. Information that is required to be disclosed in a judicial or administrative
proceeding, or is otherwise requested or required to be disclosed by law or
regulation, provided that the Receiving Party:

i. Uses diligent and reasonable efforts to limit the disclosure and to

obtain confidential treatment or protective order, and;
ii. Gives immediate written notice to the Disclosing Party regarding
such requirement and allows the Disclosing Party to participate in
the proceedings.

1.2. “Intellectual Property Rights” means, but is not limited to the rights comprised in
any patent, copyright, compilation of data, industrial design, trademarks, trade
secrets, know-how, or other form of rights generally understood as intellectual
property, whether at common law or by statute or convention, rights to apply for
registration under a statute in respect of those or like rights.

1.3. “Representatives” means, officers, employees, financial advisors, accountants,

attorneys, successors and directors of the Receiving Party or any other person or
third party assigned by the Receiving Party to carry out the tasks of the Receiving
Party or function on behalf of the Receiving Party.

1.4. “Term” shall be __________ year starting from _____ and shall be valid upto
________ unless terminated earlier.

2. CONFIDENTIALITY OBLIGATIONS:

2.1 All Information:

2.1.1 shall remain the sole property of the Disclosing Party;

2.1.2 shall be treated confidential by the Receiving Party, and the Receiving Party
shall take such action as shall be necessary or desirable to preserve and
protect the confidentiality of the Information and in any event using means
not less than those used to protect its own Confidential Information;

2.1.3 shall be used solely for Purpose as provided in this Agreement, and for no
other purpose; and
 2.1.4 shall not be disclosed to any third party other than the Receiving Party and
such of its Representatives necessary on a “need to know” basis without
the Disclosing Party’s prior written consent, and provided that each such
employees/personnel/consultants has agreed in writing to maintain the
confidentiality of the Information in accordance with the terms hereof.

2.2 Provided, however, that prior to disclosing the Information, the Receiving Party
shall require each person who receives the Information to be cognizant of and to
comply with the terms and conditions of this Agreement. The Receiving Party shall
continue to be liable for any act or omission by any of its Representatives which
results in the breach of terms and conditions of this Agreement.

2.3 In the event that the Receiving Party or any of its Representatives becomes
legally compelled (including, without limitation, by law, rule, regulation or
governmental regulatory or administrative or similar agency as part of a judicial or
administrative proceeding including, without limitation, by deposition, interrogatory,
request for information or documents, subpoena, civil or criminal investigative
demand or otherwise) to disclose any of the Information, the Receiving Party shall
provide the Disclosing Party with immediate written notice of such requirement so
that the Disclosing Party may seek a protective order or other appropriate remedy
or waive compliance with this paragraph.

2.4 The Receiving Party will only disclose the Information to the personnel /
consultants of the Receiving Party who have a need to know the Information for
their work in connection with the Transaction, provided that each such
employees/personnel/consultants has agreed in writing to maintain the
confidentiality of the Information in accordance with the terms hereof.

2.5 Both Parties acknowledge that the Confidential Information coming to the
knowledge of the other may relate to and/or have implications regarding the future
strategies, plans, business activities, methods, processes and or information of
the Parties, which afford them certain competitive and strategic advantage.
Accordingly neither party shall use the Confidential Information in a manner that
will jeopardize or adversely affect in any manner such future strategies, plans,
business activities, methods, processes, information, and/or competitive and
strategic advantage of the Disclosing Party.

2.6 Parties agrees that they have an incident reporting system in place which would
identify the criticality of incident including but not limited to breach of confidentiality
data and intimate promptly.

For Disclosing Company: [email protected]

For Receiving Company: [email protected]

2.7 The Disclosing Party or its or its assignee, or its regulating authority under the
applicable law or its external professional auditor shall have the right from time to
time conduct audits of the Receiving Party (or its representative and
subcontractors as applicable);
2.8 All Confidential Information is provided “AS IS”, without any warranty, express,
implied or otherwise, regarding its accuracy, reliability or completeness, save as
may be subsequently agreed in any final signed agreement(s) between the
Parties.

2.9 In addition to the limitations on the use and disclosures of Confidential Information
set forth herein, it is agreed between the Parties that they shall not issue or
release or confirm any statement, to the general public, to the news media, or to
any third party, except with the prior written consent of other party, both as to the
content and timing of any such issue or release or confirmation.

3. DATA SECURITY:

3.1 Receiving Party will ensure that Confidential Information including but not limited
to the Disclosing Party’s data will be used for only the Purpose as prescribed
under this contract and ensure that all stipulation laid down in this Agreement are
always compiled with.

3.2 Receiving Party shall ensure mandatory compliance with regards to the facilities
and mechanisms used by Receiving Party to store/process the Disclosing Party’s
data and information.

3.3 Receiving Party shall adhere to all the policies, procedures, controls and
requirements with respect to protection of the Disclosing Party’s data and
information.

3.4 Receiving Party will ensure that access to Disclosing Party’s data and systems as
well as the set of Receiving Party’s Representatives authorized to access the
Disclosing Party’s systems or receive Disclosing Party’s data is as per Disclosing
Party’s internal policies.

3.5 Receiving Party shall ensure that appropriate information-security training is given
to all its Representatives to comply with the best practices of information-security
at the workplace are followed during the course of the engagement. Receiving
Party has the right to design and conduct its own information-security training.

3.6 Receiving Party will ensure training and awareness requirements for specific
procedures and information security requirements, e.g. for incident response,
authorization procedures.

4. SAFEKEEPING OF DOCUMENTS:

4.1 Receiving Party and its Representatives shall ensure that all the documents are
maintained in safe custody. These documents should not be mingled with the
documents of other Party’s at any point of time.
4.2 Receiving Party will ensure that access to such documents within its premises
given to its Representatives only on ‘need to know’ basis.

5. DUTIES AS TO CONFIDENTIALITY:

5.1 The Receiving Party acknowledges and agrees that the Confidential Information
has been developed or obtained by the Disclosing Party by the investment of a
significant amount of time, effort and/or expense and the Confidential Information
is a valuable, special, and unique asset of the Disclosing Party and needs to be
protected from improper disclosure.

5.2 The Receiving Party shall keep the Confidential Information secure and
confidential, and will not, except as outlined in Clause named Exceptions, disclose
any of the Disclosing Party's Confidential Information in any manner whatsoever.

5.3 In consideration of the opportunity granted to the Receiving Party to enter into the
Proposed Transaction with the Disclosing Party, the Receiving Party hereby
agrees as follows:
a. To use the Confidential Information only for the purpose as specified
above and in accordance with the terms of this Agreement.
b. To hold the Confidential Information in confidence and to take
reasonable precautions to protect such Confidential Information
(including, without limitation, all precautions the Receiving Party
employs with respect to its confidential materials);
c. Not to divulge any such Confidential Information or any information
derived therefrom to any third person unless prior written consent is
obtained from the Disclosing Party;
d. Not to use the Confidential Information, at any time, directly or
indirectly, to procure a commercial advantage over, or do anything in
any manner whatsoever, which is detrimental to the business or
activities of the Disclosing Party, any of its affiliated companies or
any of its directors and employees;
e. Not to copy or reverse engineer any such Confidential Information;
f. Not to use whether directly or indirectly or turn to its advantage in
any way or profit from the use of the Confidential Information or any
part thereof at any time.
g. To use the Confidential Information only for the purpose as specified
above and in accordance with the terms of this Agreement.

6. TERM AND TERMINATION:

The Agreement shall be valid for the Term unless terminated by either Party by
giving a prior written notice of _____ days, in writing, sent to the registered
address of the party. The Disclosing Party shall reserve the right to terminate the
Agreement for breach of any of the terms and conditions of this agreement by the
Receiving Party. All obligations contained in the Agreement shall survive
 termination of the Agreement, unless specifically waived by the Disclosing party
through means limited only to written communication.

7. RETURN OF CONFIDENTIAL INFORMATION:

Upon the first written request of Disclosing Party at any time or immediately upon
expiry or earlier termination of the Agreement, Receiving Party shall promptly and
not later than ________ days return or cause its Representatives to return all
Confidential Information received from the Disclosing Party, including all physical
embodiments thereof, by registered mail/courier of international repute, and/or
destroy such Confidential Information as per the directions and instructions of
Disclosing Party retaining no copies and expunge any Confidential Information
from any computer software or hardware or other like device (including without
limitation any word processor, database or storage device) and provide written
certification of destruction to Disclosing Party. Thereafter all limited rights of
disclosure and use of Confidential Information in terms hereof will cease with
immediate effect.

8. PURGING:

Receiving Party shall ensure that Confidential Information received from the
Disclosing Party for the Purpose are deleted by Receiving Party from its systems
as per mutually defined and agreed periodicity of ______ days of termination of
the contract, due to any reason as discussed under clause (6) of this Agreement,
or immediately after receiving a request, through written, oral or electronic means,
from the Disclosing Party or any of its authorized employee/ key manager and
thereafter the confirmation, in the form of an undertaking, of permanent deletion of
Confidential information is to be provided to Disclosing Party within ____ days of
deletion of data.

9. OWNERSHIP & INTELLECTUAL PROPERTY RIGHTS:

All rights, title, and interest, including Intellectual Property Rights, in Confidential
Information shall absolutely and exclusively belong to Disclosing Party. This
Agreement does not authorize either Party to use the other Party's Confidential
Information for development, experimentation, optimization, making derivatives,
improvements, patent applications or product registration. Nothing contained
herein nor any disclosure of Confidential Information shall operate to and/or be
deemed to confer, by implication or otherwise, any right, title, licenses or interest
in Confidential Information unto the Receiving Party.

10. REMEDY FOR BREACH:

10.1 Receiving Party recognizes that a breach of this Agreement may cause irreparable
harm to the Disclosing Party and that actual damages may be difficult to ascertain
and, in any event, may be inadequate.

10.2 The Receiving Party agrees that in the event of such breach, the Disclosing Party
may be entitled to injunctive relief from any Court of competent jurisdiction in
addition to such other legal including criminal prosecution for such breach or
specific performance and other equitable relief/ remedies as may be available.

10.3 Receiving Party shall be responsible and liable to the Disclosing Party for any
unauthorized disclosure or any breach of the terms and conditions herein
contained.

10.4 Receiving Party shall, under all circumstances, continue to be liable as a principal
Party and undertakes to fully indemnify the Disclosing Party from and against any
and all liability, actions, claims, losses, damages, judgments, costs and expenses,
including attorney's fees, suffered or incurred by the Disclosing Party resulting
from breach of this Agreement by Receiving Party and its Representatives.

11. INDEMNIFICATION:

The Receiving Party shall indemnify the Disclosing Party for all costs, expenses,
or damages that Disclosing Party incurs as a result of any violation of any
provisions of this Agreement. This obligation shall include court, litigation
expenses, and actual, reasonable attorney’s fees. The Parties acknowledge that
as damages may not be a sufficient remedy for any breach under this Agreement,
the non-breaching party is entitled to seek specific performance or injunctive relief
(as appropriate) as a remedy for any breach or threatened breach, in addition to
any other remedies at law or in equity.

12. SEVERENCE:

If any provision of this Service Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision thereof, and this Service
Agreement shall be construed as if such invalid, illegal or unenforceable provision
had never been contained herein. Any invalid or unenforceable provision of this
Service Agreement shall be replaced with a provision that is valid and enforceable
and most nearly gives effect to the original intent of the invalid/unenforceable
provision.

13. RELATIONSHIP:

This Agreement is executed between the contracting parties only for the limited
purposes of creating a non-disclosure agreement between the Disclosing Party
and Receiving Party and this agreement does not in itself creates a relationship of
 employer and employee, principal and agent, joint ventures or partnership
between the Parties. Nothing in this Agreement shall be construed to obligate in
any way either Party to enter into any transaction or agreement whatsoever.
Parties represent that they are not under any obligation to any third party that is
inconsistent or in conflict with its obligations under this Agreement.

14. ASSIGNMENT:

This Agreement is personal to the Parties and the Parties will not directly or
indirectly assign, delegate, or transfer this Agreement or the rights or obligations
hereunder without the prior permission, limited only to written consent, of the other
Party.

15. ENTIRE AGREEMENT:

This Non-Disclosure Agreement along with alongwith the accompanying

schedules, if any, dated ______ between the Parties constitutes the entire
agreement and understanding of the Parties with respect to the subject matter
hereof and supersedes any and all prior negotiations, correspondence,
agreements, understandings duties or obligations between the Parties with
respect to the subject matter hereof.

16. GOVERNING LAW AND DISPUTE RESOLUTION:

16.1 In the event of any dispute between the Parties, including but not limited to
interpretation of this Agreement or any matter arising out of its activities under this
Agreement, the Parties will endeavour in the first instance to settle the dispute
amicably through negations by a governance committee, constituted of such
senior executive as nominated by each executive in this behalf on a good faith
basis.

16.2 Dispute will be deemed to arise when one Party serves on the other Party an
advance notice stating the nature of the Dispute (a 'Notice of Dispute'). The said
notice shall be served on the other party not less than ______ days in advance
before commencement of the dispute resolution proceedings.

16.3 In the event such dispute is not settled by the Governance Committee within
______days of the commencement of the discussions, the Parties shall then have
a right to refer the dispute to a sole mediator appointed and appoint a government
authorized mediation agency and such mediation shall be conducted in
accordance with applicable Rules. The cost of mediation shall be equally borne by
the Parties to the dispute.

16.4 In the event such dispute is not settled by mediation between the Parties within
____ days from the commencement of the mediation, the parties shall then have a
right to referred to the exclusive jurisdiction of the courts of Medic Pradesh only,
 wherein every dispute shall be governed by the laws of Indicstan only, except
otherwise mutually agreed between the parties.

16.5 Each Party shall bear its own cost of preparing and presenting its case.

17. NOTICE:
17.1 Except as otherwise specified in this Agreement, all notices, requests, consents,
approvals, agreements, authorizations, acknowledgements, waivers, and other
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been received, if delivered to the address specified
below:

For Disclosing Party

Attention: __________
Address: 15th floor, Shine World Tower, Indorie, Medic Pradesh, Indicstan –
400121

For Receiving Party

Attention: __________
Address: SCO 24, Candor Spaces, Hyber City, Telanginia, Indicstan – 123456

17.2 Every Notice shall be deemed to be acknowledged after _____ days of delivery of
the Notice to the above specified address.

17.3 Either Party may change its address for notification purposes by giving the other
Party ____ days' notice of the new address and the date upon which it will
become effective.

18. AMENDMENT

18.1. No amendments or modifications to this Agreement shall be valid unless mutually

agreed to in writing by both Parties.

18.2. In consent to the above terms and conditions, this Agreement has been executed
by duly authorised representatives of the Parties.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS

AGREEMENT

Authorized Signatory: Authorized Signatory:

Name: Name:
Designation: Designation:
Date: Date: