NON DISCLOSURE AGREEMENT

This Non-disclosure Agreement is made effective as of November 18, 2024, by and between
Sugmaya Governance, of Kandivali West, Mumbai, Maharashtra, and Anshu Aditya of Patkum,
Ichagarh, Seraikela-Kharsawan,Jharkhand - 832404, India.
Information will be disclosed to Anshu Aditya to determine whether Anshu Aditya canassist
Sugmaya Governance with the development of initial planning and development for the company.
The Owner has requested and the Recipient agrees that the Recipient will protect the confidential
material and information which may be disclosed between the Owner and theRecipient. Therefore,
the parties agree as follows:
I.
Confidential Information
The term "Confidential Information" means any information or material which is proprietary to the
Owner, whether or not owned or developed by the Owner, which is not generally known other than
by the Owner, and which the Recipient may obtain through any direct or indirect contact with the
Owner. Regardless of whether specifically identified as confidential or proprietary, Confidential
Information shall include any information provided by the Owner concerning the business,
technology, and information of the Owner and any third party with which the Owner deals, including,
without limitation, business records and plans, trade secrets, technical data, product ideas,
contracts, financial information, pricing structure, discounts, computer programs and listings,
source code and/or object code, copyrights and intellectual property, inventions, sales leads,
strategic alliances, partners, and customer and client lists. The nature of the information and the
manner of disclosure are such that a reasonable person would understand it to be confidential.

(a) Confidential Information does not include:

1. Matters of public knowledge that result from disclosure by the Owner;
2. Information rightfully received by the Recipient from a third party without a duty of
confidentiality;
3. Information independently developed by the Recipient;
4. Information disclosed by operation of law;
5. Any other information that both parties agree in writing is not confidential.

II.Protection of Confidential Information

The Recipient understands and acknowledges that the Confidential Information has been developed
or obtained by the Owner by the investment of significant time, effort, and expense, and that the
Confidential Information is a valuable, special, and unique asset of the Owner which provides the
Owner with a significant competitive advantage and needs to be
Owner written statements signed by the Recipient certifying that all materials have beenreturned
within five (5) days of receipt of the request.
VI.
Relationship of Parties
Neither party has an obligation under this Agreement to purchase any service or item from the
other party, or commercially offer any products using or incorporating the Confidential
Information. This Agreement does not create any agency, partnership, or joint venture.

VII.NoWarranty
The Recipient acknowledges and agrees that the Confidential Information is provided on an"AS IS"
basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE
CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT
SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY
PORTION OF THE CONFIDENTIAL INFORMATION.

V III.
Limited License to Use
The Recipient shall not acquire any intellectual property rights under this Agreementexcept the
limited right to use as set forth above.

IX.Indemnity
Each party agrees to defend, indemnify, and hold harmless the other party from any third-party
claims, liabilities, or expenses arising from material breaches of this Agreement.

X. Attorney' s Fees
In any legal action concerning this Agreement, the prevailing party shall be entitled to
recover reasonable attorney's fees.

XI.Term
The obligations of this Agreement shall survive for 2 years from the Effective Date or until the Owner
sends written notice to release the Recipient. Afterward, protection of Confidential Information
shall continue for 3 years.
protected from improper disclosure. In consideration for the receipt by the Recipient of the
Confidential Information, the Recipient agrees as follows:

(a) No Disclosure. The Recipient will hold the Confidential Information in confidence and
will not disclose the Confidential Information to any person or entity without the prior written
consent of the Owner.

(b) No Copying/Modifying. The Recipient will not copy or modify any Confidential
Information without the prior written consent of the Owner.

(c) Unauthorized Use. The Recipient shall promptly advise the Owner if the Recipient
becomes aware of any possible unauthorized disclosure or use of the Confidential
Information.

(d) Application to Employees. The Recipient shall not disclose any Confidential Information to
any employees of the Recipient, except those employees who are required to have the
Confidential Information in order to perform their job duties in connection with the limited
purposes of this Agreement. Each permitted employee to whom Confidential Information is
disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the
request of the Owner.
III.
Unauthorized Disclosure of Information - Injunction
If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential
Information in violation of this Agreement, the Owner shall be entitled to an injunction to restrain
the Recipient from disclosing the Confidential Information in whole or in part. The Owner shall not
be prohibited by this provision from pursuing other remedies, including a claim for losses and
damages.
IV.
Non-Circumvention
For a period of two (2) years after the end of the term of this Agreement, the Recipient willnot
attempt to do business with, or otherwise solicit any business contacts found or otherwise referred
by the Owner to the Recipient for the purpose of circumventing, the result of which shall be to
prevent the Owner from realizing or recognizing a profit, fees, orotherwise, without the specific
written approval of the Owner. If such circumvention shall occur, the Owner shall be entitled to any
commissions due pursuant to this Agreement or relating to such transaction.
V.
Return of Confidential Information
Upon the written request of the Owner, the Recipient shall return to the Owner all written
materials containing the Confidential Information. The Recipient shall also deliver to the