NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement ("Agreement") is entered into as of April 24, 2025 by and between:
Inflancer Technology Pvt. Ltd. ("Disclosing Party"), a software development and cybersecurity company, with its principal place of business at Gwarko,lalitpur, and
[Client's Name] ("Receiving Party"), a [Client's Type of Business] company, with its principal place of business at [Client's Address].
Collectively referred to as the "Parties" or individually as a "Party".

1. PURPOSE OF DISCLOSURE

The Disclosing Party intends to provide the Receiving Party with certain confidential and proprietary information ("Confidential Information") in connection with a potential or ongoing project, including but not limited to software development, cybersecurity services, consultation, and/or any other related activities (the "Project"). The Receiving Party agrees to keep such Confidential Information confidential and protect it from unauthorized disclosure.

2. DEFINITION OF CONFIDENTIAL INFORMATION

For the purposes of this Agreement, "Confidential Information" includes, but is not limited to:

Technical Data:

Source code, algorithms, software architecture, system designs, technical specifications, and any other technical data related to the Project.

Business Data:

Marketing strategies, business plans, project timelines, financial details, proposals, contracts, and pricing information.

Intellectual Property:

Patents, trademarks, copyrights, trade secrets, know-how, and other intellectual property developed during the course of the Project.

Personal Data:

Any personal data related to employees, users, or clients of either Party, including names, contact details, payment information, and any other personal details collected in the course of the Project.

Other Sensitive Information:

Any information disclosed by the Disclosing Party in any medium (written, oral, electronic, etc.) that is labeled or otherwise identified as confidential or proprietary at the time of disclosure.

Confidential Information does not include information that:

• Was publicly available at the time of disclosure or becomes publicly available through no fault of the Receiving Party.
• Was already in the possession of the Receiving Party prior to the disclosure, as evidenced by written records.
• Was independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.
• Was disclosed to the Receiving Party by a third party who did not breach any confidentiality obligations.

3. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to:

Non-Disclosure:

Maintain the confidentiality of the Confidential Information and not disclose it to any third party without prior written consent from the Disclosing Party.

Non-Use:

Use the Confidential Information solely for the purposes of the Project and not for any other purpose, including for the Receiving Party's own benefit or for the benefit of any third party.

Security Measures:

Implement reasonable security measures to safeguard the Confidential Information from unauthorized access, use, or disclosure, including physical, technical, and organizational controls. The Receiving Party shall take all necessary steps to protect the Confidential Information from theft, loss, or any unauthorized action.

Access Limitation:

Limit access to the Confidential Information to those employees, contractors, or agents of the Receiving Party who need to know the information for the purpose of the Project and who are bound by similar confidentiality obligations.

4. DATA PROTECTION

Data Handling:

The Receiving Party acknowledges that the Disclosing Party may share personal data related to the Project. The Receiving Party agrees to comply with all applicable data protection laws, including but not limited to the European General Data Protection Regulation (GDPR), and ensure the data is processed securely and in compliance with the Disclosing Party's privacy and data policies.

Data Use:

The Receiving Party will only process the personal data for the purposes of fulfilling obligations under the Project and will not share or use the data for any other purposes unless explicitly authorized by the Disclosing Party.

Data Retention:

The Receiving Party shall not retain any personal data longer than necessary for the completion of the Project. Once the data is no longer needed, the Receiving Party shall return or delete it in accordance with the Disclosing Party's instructions.

Breach Notification:

The Receiving Party agrees to notify the Disclosing Party promptly in the event of any data breach, unauthorized access, or misuse of the Confidential Information, including personal data.

5. INTELLECTUAL PROPERTY

Ownership:

All intellectual property (IP) rights, including copyrights, trademarks, and patents, related to the Confidential Information provided by the Disclosing Party shall remain the sole property of the Disclosing Party. The Receiving Party will not claim any ownership rights over any such IP.

Work Product:

Any work product, including but not limited to software, documents, reports, and other materials created by the Parties during the Project, shall be the property of the Disclosing Party unless otherwise agreed upon in writing.

Licensing:

If applicable, the Disclosing Party may grant the Receiving Party a limited, non-exclusive, revocable license to use certain Confidential Information solely for the purposes of the Project.

6. EXCLUSIONS FROM CONFIDENTIALITY OBLIGATIONS

The Receiving Party's confidentiality obligations shall not apply to Confidential Information that:

• Is disclosed to the Receiving Party by a third party without breach of any confidentiality obligation.
• Is required to be disclosed by law or regulatory authorities. In such case, the Receiving Party shall give the Disclosing Party prior notice of such required disclosure, unless prohibited by law.
• Is independently developed by the Receiving Party without reference to or reliance upon the Confidential Information.

7. TERM AND TERMINATION

Term:

This Agreement shall be effective as of the date first written above and shall continue in effect until the completion of the Project or until terminated by either Party upon thirty (30) days written notice to the other Party.

Return of Confidential Information:

Upon termination of this Agreement or the conclusion of the Project, the Receiving Party agrees to promptly return or destroy all Confidential Information, including any copies, and certify in writing that all Confidential Information has been returned or destroyed.

Survival of Obligations:

The confidentiality obligations contained in this Agreement shall survive the termination of this Agreement for a period of [insert time period, typically 3 to 5 years], or longer if required by applicable law or contractual obligations.

8. WARRANTIES AND REPRESENTATIONS

Authority:

Each Party warrants that it has the full legal right and authority to enter into this Agreement and disclose the Confidential Information.

No Warranty on Accuracy:

The Disclosing Party makes no representations or warranties regarding the accuracy or completeness of the Confidential Information.

No License:

Nothing in this Agreement grants the Receiving Party any rights or licenses in or to the Confidential Information except as expressly stated.

9. INDEMNITY AND LIMITATION OF LIABILITY

Indemnity:

The Receiving Party agrees to indemnify and hold the Disclosing Party harmless from any claims, damages, liabilities, or expenses arising out of or in connection with any breach of this Agreement by the Receiving Party.

Limitation of Liability:

The liability of either Party under this Agreement shall be limited to the direct damages incurred as a result of a breach, and neither Party shall be liable for any indirect, incidental, special, or consequential damages.

10. GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction], without regard to its conflict of laws principles.

Dispute Resolution:

Any disputes arising out of or in connection with this Agreement shall be resolved through amicable negotiations between the Parties. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration in accordance with the rules of [Insert Arbitration Institution] in [Insert Jurisdiction].

11. MISCELLANEOUS

No Waiver:

No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision or any other provision.

Entire Agreement:

This Agreement constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior or contemporaneous agreements, whether written or oral, relating to the confidentiality of the information disclosed.

Amendments:

Any amendment or modification of this Agreement must be made in writing and signed by both Parties.

Assignment:

Neither Party may assign or transfer its rights and obligations under this Agreement without the prior written consent of the other Party.

IN WITNESS WHEREOF

the Parties have executed this Non-Disclosure Agreement as of the date first written above.