NON - DISCLOSURE AGREEMENT

This Agreement is made at Mumbai. TranZact is a product completely owned by “FCB Tech”

“FCB Tech” shall hereinafter be individually referred to as “RECEIVING PARTY” and the
company with which “FCB Tech” is signing the agreement will be known as “DISCLOSING
PARTY”. Together they will be referred to as “Parties”.
WHEREAS:

1. The Parties may, in the course of the discussions and negotiations for the execution and
finalization of the Service and will during the subsistence of the Service, have and will share and
disclose to each other information that is or may be confidential or proprietary in nature.

2. To ensure the protection of such information the Parties have agreed that such disclosure and
use of such Confidential Information shall be made only on the terms and conditions contained
in this Agreement.

NOW THIS AGREEMENT WITNESSETH AS UNDER:

1. Definitions:

In this Agreement, the following terms shall, unless the context otherwise requires, have the
following meanings:

a. ‘Affiliate’ with respect to any Party, means any other person, company, partnership, joint
venture or other form of enterprise, domestic or foreign, including but not limited to
subsidiaries, that is directly or indirectly controlling, controlled by or under common control
with a Party, such Party.

For the purposes of this definition, the term “control” (including its correlative meaning, the
term “controlled by”) as applied to any Party, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management of that party whether through
ownership of voting securities, by contract, by mutual understandings or otherwise.

For the purposes of this definition, the term “under the common control with” means where
two or more persons, entities, companies, enterprises, joint ventures or any other form of

FCB TECHNOLOGIES PRIVATE LIMITED exists under the Companies Act, 2013, with CIN
U74120MH2016PTC272568 and have its registered office at Raheja Platinum, Sag Baug Road, Off
Andheri-Kurla Road, Marol, Andheri East, Mumbai - 400059

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 enterprise either through ownership or voting securities, by contract, by mutual understandings
or otherwise, are under the control of one group, company, entity or person. 

b. ‘Confidential Information’ means any information, which includes but is not limited to,
business processes, product specifications, raw materials, trade secrets, market opportunities,
Intellectual Property Materials and Intellectual Property Rights thereto, product samples,
inventions, technical capability, concepts, know-how, business or financial affairs of the Parties,
company intelligence, consisting of sensitive research of the parties, medical information, health
records, mobile and contact numbers, diagnostic materials, postal addresses, and other personal
information of the customers or clients of the parties and any other technical or commercial
information, disclosed directly or indirectly, in any form whatsoever (including, but not limited
to, disclosure made in writing, oral or in the form of samples, models, computer programs,
drawings or other instruments) furnished by the Disclosing Party to the Receiving Party under
this Agreement. For the purposes of this Agreement, Confidential Information shall include the
DISCLOSING PARTY Content, Intellectual Property Materials developed by DISCLOSING
PARTY and the Intellectual Property Rights therein.

Such Confidential Information shall also include but shall not be limited to:

(i) Information disclosed by the Disclosing Party in writing and marked as confidential at
the time of disclosure;
(ii) Information disclosed by the Disclosing Party which is orally slated to be confidential
at the time of disclosure;
(iii) Information disclosed in any other manner is designated in writing as Confidential
Information at the time of disclosure; or
(iv) Any information which, by its nature makes it obvious that it is confidential.

Such Confidential Information shall not include any information which:

(i) At the time of execution of this agreement, is publicly known; or

(ii) Becomes, at a later date, publicly available otherwise than by a wrongful act or
negligence or breach of this Agreement by the Receiving Party; or
(iii) The Receiving Party can demonstrate by its written records, was in its possession, or
known to the Receiving Party, before receipt under this Agreement, or
(iv) Is legitimately obtained at any time by the Receiving Party from a third party without
restrictions in respect of disclosure or use; or
(v) The Receiving Party can demonstrate to the satisfaction of the Disclosing Party, has
been developed independently of its obligations under this Agreement and without
access to the Confidential Information.

FCB TECHNOLOGIES PRIVATE LIMITED exists under the Companies Act, 2013, with CIN
U74120MH2016PTC272568 and have its registered office at Raheja Platinum, Sag Baug Road, Off
Andheri-Kurla Road, Marol, Andheri East, Mumbai - 400059

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c. “DISCLOSING PARTY Content” means all text, files, images, graphics, illustrations,
information, data (including any business, financial, legal and personal data) audio, video,
photographs and other content and material, in any format, provided to FCB Tech by
DISCLOSING PARTY or its directors, affiliates, employees and agents who are authorized by
DISCLOSING PARTY to use TranZact;

d. “Disclosing Party” means the Party disclosing Confidential Information to the other Party
under this Agreement and shall include its affiliates.

e. “Intellectual Property Rights” means copyrights, patents, know-how, confidential

information, database rights and rights in trademarks and designs (whether registered or not)
and applications and the right to apply for registration, for the same and all other intellectual
property rights equivalent or similar forms of protection existing anywhere in the world.

f. “Intellectual Property Materials” means all documents, research, articles, blog posts,
software, hardware, applications, photographic works, graphic works of any type and materials
in any format or medium which are created or developed by the Parties independently and
shall, in the case of DISCLOSING PARTY, include the DISCLOSING PARTY Content;

g. ‘Receiving Party’ means the Party receiving Confidential Information from the other Party or
its affiliates under this Agreement.

h. “TranZact” refers to the TranZact Cloud Service and a software owned, licensed or managed
by FCB Tech to which FCB Tech grants DISCLOSING PARTY and its users a non-exclusive
and non-transferable license under the terms and conditions set forth in this Agreement.

2. Non-Disclosure of Confidential Information:

a. The Receiving Party hereby undertakes, not to disclose any Confidential Information received
by it, from the Disclosing Party or its affiliates, to any third party, unless in accordance with
Clause 4.

b. FCB Tech undertakes to hold the DISCLOSING PARTY’s Confidential Information and
Content in strict confidence and to take all precautions and use the same degree of care to
protect and safeguard such Confidential Information as it uses for its own Confidential
Information of like importance.

c. FCB Tech shall not make any copies or reproduce any part of the DISCLOSING PARTY
Content provided to FCB Tech under the Services by DISCLOSING PARTY or its
representatives, employees, directors and persons authorized by it to use TranZact.

FCB TECHNOLOGIES PRIVATE LIMITED exists under the Companies Act, 2013, with CIN
U74120MH2016PTC272568 and have its registered office at Raheja Platinum, Sag Baug Road, Off
Andheri-Kurla Road, Marol, Andheri East, Mumbai - 400059

3
d. FCB Tech acknowledges the commercial and strategic value of the DISCLOSING PARTY’s
Confidential Information to DISCLOSING PARTY and understands that unauthorized
disclosure of such Confidential Information would not only diminish the value of the
Confidential Information but will also be injurious to DISCLOSING PARTY. Hence, in
addition to the undertakings in Clause 2(a), 2(b) and 2(c) the FCB Tech shall be liable for and
shall keep DISCLOSING PARTY indemnified for:
(i) Any loss, theft or other inadvertent disclosure or use of DISCLOSING PARTY’s
Confidential Information, and
(ii) Any unauthorized disclosure or use of DISCLOSING PARTY’s Confidential
Information by persons (including, but not limited to, present and former employees)
or entities to whom FCB Tech has disclosed Confidential Information as per the terms
of this Agreement.

3. Permitted and Compelled Disclosure of Confidential Information:

a. FCB Tech may disclose, in confidence, Confidential Information received from DISCLOSING
PARTY to its affiliates, representatives, employees, agents, consultants, legal advisors or other
similar persons, who are directly or indirectly acting for, on behalf of, or associated with FCB
Tech, strictly on a need to know basis only and for the sole purposes of performing the Services
as agreed upon. In the event of disclosure, FCB Tech shall ensure that such persons shall use
the Confidential Information only to the same extent FCB Tech is permitted to do so under this
Agreement.

b. FCB Tech undertakes that such third persons to whom it discloses DISCLOSING PARTY’s or
its affiliate’s Confidential Information to shall be subjected to confidentiality obligations no less
restrictive than those contained in this Agreement.

c. Any disclosure of Confidential Information to persons, other than those who need to know,
shall be done only with the prior written consent of the DISCLOSING PARTY. In the event
that the DISCLOSING PARTY gives such consent, FCB Tech undertakes that such individuals
shall be subjected to the same confidentiality obligations as contained in this agreement, if not
more.

d. Notwithstanding Clause 2(a), 2(b) and 2(c), FCB Tech shall not be prevented from disclosing
Confidential Information, where:

(i) such disclosure is in response to a valid order of a court or any other governmental
body having jurisdiction over this Agreement or
(ii) such disclosure is otherwise required by law,

FCB TECHNOLOGIES PRIVATE LIMITED exists under the Companies Act, 2013, with CIN
U74120MH2016PTC272568 and have its registered office at Raheja Platinum, Sag Baug Road, Off
Andheri-Kurla Road, Marol, Andheri East, Mumbai - 400059

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 provided that FCB Tech has first given prior written notice to the DISCLOSING PARTY and
has made all reasonable efforts to protect the Confidential Information in connection with such
disclosure.

4. Copying of the Confidential Information:

FCB Tech shall not be entitled to publish or copy any of DISCLOSING PARTY’s or its affiliates’
Confidential Information, DISCLOSING PARTY Content and the Intellectual Property Materials
belong to DISCLOSING PARTY, unless and to the extent it is necessary for purposes of the
Arrangement or for the purposes of discharging its obligations under any contract with
DISCLOSING PARTY.

5. Return and Destruction of Confidential Information:

a. At any time upon request from DISCLOSING PARTY or upon the expiry or termination of
the Service, FCB Tech, shall, at its own cost, within Seven (7) days of receipt of such request or
such conclusion or such expiry or termination, as the case may be, return each and every copy
of Confidential Information given by DISCLOSING PARTY or any of its affiliates.

b. Alternatively, FCB Tech shall, upon prior written consent of the DISCLOSING PARTY, cause
any such Confidential Information to be destroyed or erased longer holds any further
Confidential Information.

c. FCB Tech, shall, within seven (7) days of such return or destruction certify that all the
Confidential Information of DISCLOSING PARTY has been returned or destroyed, as the
case may be.

6. Term:

a. This Agreement shall be deemed to commence from such date when Confidential Information
was first exchanged between the Parties hereto and shall be valid for the lifetime of the Parties
hereto.
b. The rights and obligations of each Party with respect to all Confidential Information of the
other Party that is received under this Agreement shall remain in effect for the lifetime of the
Parties hereto.

7. Rights to Confidential Information:

All Confidential Information, including Intellectual Property Materials and Intellectual Property
Rights of either Party shall be and shall remain solely the property of such Party. The Receiving Party
shall obtain no license or right of any kind therein by reason of this Agreement. DISCLOSING

FCB TECHNOLOGIES PRIVATE LIMITED exists under the Companies Act, 2013, with CIN
U74120MH2016PTC272568 and have its registered office at Raheja Platinum, Sag Baug Road, Off
Andheri-Kurla Road, Marol, Andheri East, Mumbai - 400059

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PARTY Content shall be and remain solely the property of DISCLOSING PARTY. Similarly all
Intellectual Property Rights in TranZact shall at all times remain with FCB Tech.

8. Notice of Breach:

The Receiving Party shall immediately notify the Disclosing Party immediately upon discovery of
any unauthorized use or disclosure of Confidential Information by the Receiving Party itself or by its
affiliates, representatives, agents, past and present employees, officers, entities or any other persons
and shall use all efforts to help the Disclosing Party regain possession of Confidential Information
and prevent its further unauthorized use.

9. Remedies and Indemnification:

a. In the event of a breach or threatened breach by FCB Tech of any provisions of this
Agreement, DISCLOSING PARTY and its affiliates shall be entitled to injunctive reliefs in
order to prevent the dissemination of any of its Confidential Information by FCB Tech, or by
any or all persons directly or indirectly acting for, on behalf of, or with FCB Tech.

b. Such injunctive relief shall not be affected by the termination of the Agreement or the return
or destruction of the Confidential Information and shall be in addition to any other remedies
available to the DISCLOSING PARTY and its affiliates, whether at law or in equity.

c. DISCLOSING PARTY and its affiliates shall be entitled to recover its costs and fees,
including legal fees, incurred in obtaining any such relief.
10. Amendments:

No modification or amendment to this Agreement shall be valid, unless made in writing and
mutually agreed to by both Parties.

11. Governing Law: This Agreement shall be construed in accordance with the law of India
and the Courts at Mumbai shall have the exclusive jurisdiction to adjudicate any disputes that may
arise between the Parties.

12. Miscellaneous:

a. If any term or provision in this Agreement is held to be either illegal or unenforceable, in

whole or in part, under any enactment or rule of law, such term or provision or part, shall, to
that extent, be deemed not to form part of this Agreement, but the validity and enforceability
of the remainder of this Agreement shall not be affected.

FCB TECHNOLOGIES PRIVATE LIMITED exists under the Companies Act, 2013, with CIN
U74120MH2016PTC272568 and have its registered office at Raheja Platinum, Sag Baug Road, Off
Andheri-Kurla Road, Marol, Andheri East, Mumbai - 400059

6
b. Paragraph headings used in this Agreement are for reference only and shall not be used or
relied upon in the interpretation of this Agreement.
c. Any failure by either party to enforce the other party’s strict performance of any provision of
this Agreement will not be deemed to constitute a waiver of its right to subsequently enforce
such provision or any other provision of this Agreement.

IN WITNESS WHEREOF, this Agreement is duly executed by the Parties on the day and year
first above written

For and on behalf of:

FCB Technologies Private Limited

____________________ ____
Name: Mr. Akhil Nathani
Title: Head of Operations

FCB TECHNOLOGIES PRIVATE LIMITED exists under the Companies Act, 2013, with CIN
U74120MH2016PTC272568 and have its registered office at Raheja Platinum, Sag Baug Road, Off
Andheri-Kurla Road, Marol, Andheri East, Mumbai - 400059