Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement ("Agreement") is made and entered into on this 16th day of September, 2026 ("Effective Date"), by and between:

GOLDEN OWL DESIGN PRIVATE LIMITED, a company incorporated under the Companies Act, 2013 (CIN: U74109MH2025PTC460682), with its principal place of business at Mumbai, Maharashtra, India ("Golden Owl" or the "Company"), represented herein by Ajay Vishnu Sutar, Founder & Creative Director;

AND

The client entity and authorised signatory named in the form below ("Client").

Golden Owl and the Client are individually referred to as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS, the Client wishes to engage Golden Owl for the purpose described in the form below (the "Purpose");

WHEREAS, in connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information, including business processes, technical specifications, source code, designs, and commercial terms; and

WHEREAS, the Parties wish to protect such confidential information from unauthorised use or disclosure on the terms set out below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, in writing, electronically, or by any other means, and whether or not marked as confidential, including but not limited to:

• (a) business plans, financial information, pricing, and commercial terms, including the terms of this Agreement and any related proposal or invoice;
• (b) technical information such as source code, system architecture, database schemas, wireframes, UI/UX designs, APIs, and development methodologies;
• (c) customer, vendor, and employee data, and other operational or business process information;
• (d) any other information that a reasonable person would understand, given the nature of the information and the circumstances of disclosure, to be confidential or proprietary.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party shall:

• (a) hold the Disclosing Party's Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care;
• (b) use the Confidential Information solely for the Purpose and for no other purpose whatsoever;
• (c) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as permitted under Clause 3;
• (d) restrict access to the Confidential Information to those employees, officers, contractors, and professional advisors who have a genuine need to know such information for the Purpose, and who are bound by confidentiality obligations at least as protective as those set out herein;
• (e) promptly notify the Disclosing Party in writing upon becoming aware of any unauthorised use or disclosure of the Confidential Information, and take all reasonable steps to mitigate the effects of such unauthorised use or disclosure.

3. EXCLUSIONS

The obligations under Clause 2 shall not apply to information that the Receiving Party can demonstrate, by documentary evidence:

• (a) was already lawfully in its possession prior to disclosure by the Disclosing Party, without any obligation of confidentiality;
• (b) is or becomes publicly available through no fault or breach of this Agreement by the Receiving Party;
• (c) is lawfully received from a third party without restriction and without breach of any confidentiality obligation;
• (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
• (e) is required to be disclosed by law, statute, regulation, or a valid and binding order of a court or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt prior written notice (to the extent legally permitted) so that the Disclosing Party may seek a protective order or other appropriate remedy, and discloses only that portion of the Confidential Information that is legally required to be disclosed.

4. INTELLECTUAL PROPERTY

Nothing in this Agreement shall be construed as granting any licence, right, title, or interest in or to any Confidential Information, patent, trademark, copyright, trade secret, or other intellectual property of the Disclosing Party, except the limited right to use such Confidential Information strictly for the Purpose. All Confidential Information remains the sole property of the Disclosing Party.

5. TERM AND SURVIVAL

This Agreement shall come into effect on the Effective Date and shall remain in force for a period of one (1) year, unless earlier terminated by either Party upon thirty (30) days' prior written notice to the other. The confidentiality obligations set out in Clause 2 shall survive the expiry or termination of this Agreement for a period of three (3) years from the date of disclosure of the relevant Confidential Information, or, in the case of information constituting a trade secret under applicable law, for so long as such information continues to qualify as a trade secret.

6. RETURN OR DESTRUCTION OF MATERIALS

Upon the written request of the Disclosing Party, or upon termination or expiry of this Agreement, the Receiving Party shall promptly return or, at the Disclosing Party's election, destroy all documents, materials, and other tangible or electronic manifestations of the Confidential Information in its possession or control, and certify such return or destruction in writing, save that the Receiving Party may retain one archival copy solely for legal, compliance, or record-keeping purposes, subject to the continuing confidentiality obligations herein.

7. NO OBLIGATION TO ENGAGE OR DISCLOSE

Nothing in this Agreement obligates either Party to disclose any particular information to the other, nor does it obligate either Party to proceed with any transaction, engagement, or business relationship contemplated by the Purpose. Any such engagement shall be governed by a separate written agreement between the Parties.

8. NO WARRANTY

All Confidential Information is provided "as is." The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information disclosed under this Agreement.

9. REMEDIES

Each Party acknowledges that any actual or threatened breach of this Agreement may cause irreparable harm to the other Party for which monetary damages alone would be an inadequate remedy. Accordingly, in addition to any other rights and remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief, specific performance, or other equitable relief to prevent or restrain any such breach, without the necessity of posting a bond or proving actual damages.

10. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of India. The courts at Mumbai, Maharashtra shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.

11. ASSIGNMENT

Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by the terms of this Agreement.

12. NOTICES

All notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt) or by registered post/courier to the addresses of the Parties set out above, or to such other address as either Party may designate in writing from time to time.

13. ENTIRE AGREEMENT AND AMENDMENT

This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior discussions, negotiations, and agreements, whether oral or written, relating thereto. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorised representatives of both Parties.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it enforceable while preserving its original intent.

15. COUNTERPARTS

This Agreement may be executed in counterparts (including by electronic or digital signature), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

For GOLDEN OWL DESIGN PRIVATE LIMITED
Name: Ajay Vishnu Sutar
Designation: Founder & Creative Director