SOFTWARE PERFORMANCE TESTING NON-DISCLOSURE AGREEMENT

I. THE PARTIES. This Software Development Non-Disclosure Agreement, hereinafter known as

the “Agreement”, created on the 1st day of May, 2019 is by and between CIMGLOBAL INDIA
PVT. LTD of No : # 2, NG Complex, 2nd Floor, 30th Cross, Bannerghatta Main Rd, 4th T Block
East, Layout, Jayanagar, Bengaluru, Karnataka 560041, hereinafter known as the “1st Party”,
and Ta3s Solutions Pvt. Ltd of #71/1, Ground Floor, "Lakshmi Nivas" 17th F Main Road, MIG
KHB Colony, Koramangala 5th Block, Bengaluru, Karnataka 560095, hereinafter known as the
“2nd Party”, and collectively known as the “Parties”.

WHEREAS, this Agreement is created for the purpose of preventing the unauthorized disclosure
of the confidential and proprietary information regarding the software testing and performance
testing of XpertEvent with its purpose of software performance and UAT, hereinafter known
as the “Software”. The Parties agree as follows:

II. TYPE OF AGREEMENT.

This Agreement shall be Unilateral, whereas, the 1st Party shall have sole ownership of the
Software with the 2nd Party being prohibited from disclosing confidential and proprietary
information that is to be released by the 1st Party in an effort to performance testing & user
acceptance testing of the Software.

III. DEFINITION. For the purposes of this Agreement, the term “Confidential Information” shall
include, but not be limited to, software products, software source code or any related codes in
all formats, reports, designs, drawings, plans, flowcharts, program listings, data file printouts,
processes, component part listings and prices, business plans, financial statements, customers
or users, analytical data, documentation, and correspondences that have not otherwise been
made publicly available.

However, Confidential Information does not include:

(a) information generally available to the public;

(b) widely used programming practices or algorithms;

(c) information rightfully in the possession of the Parties prior to signing this Agreement;
and

(d) information independently developed without the use of any of the provided
Confidential Information.

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IV. OBLIGATIONS. The obligations of the Parties shall be to hold and maintain the Confidential
Information in the strictest of confidence at all times and to their agents, employees,
representatives, affiliates, and any other individual or entity that is on a “need to know” basis. If
any such Confidential Information shall reach a third (3rd) party, or become public, all liability
will be on the Party that is responsible. Neither Party shall, without the written approval of the
other Party, publish, copy, or use the Confidential Information for their sole benefit. If
requested, either Party shall be bound to return any and all materials to the Requesting Party
within 3 days.

The “2nd Party agrees to secure and protect the Confidential Information and all copies thereof
in a manner consistent with the maintenance of “1st Party rights therein and to take
appropriate actions by instruction or agreement with any of its employees or agents permitted
access thereto to satisfy its obligations hereunder.

3) Proprietary rights; No right to Copy, Modify, or Disassemble.

1. The Confidential Information provided by “1st Party and all copies thereof, are proprietary
to and the property of “1st Party. All applicable rights in all copyrights, trademarks, trade
secrets, trade names, patents and other intellectual property rights in or associated with
the Confidential Information are and will remain in Manufacturer and Participant shall
have no such intellectual property rights in the Confidential Information.
2. “2nd Party may not copy or reproduce the Confidential Information without “1st Party prior
written consent, except as reasonably needed to perform its obligations as a testing service
provider and subject to the following restrictions. Each copy of software test re[port or
documentation made by “2nd Party must contain “1st Party proprietary and copyright
notices in the same form as on the original. “2nd Party shall not remove or deface any
portion of any legend provided on any part of the Confidential Information.

3. “2nd Party shall not reverse engineer, alter, modify, disassemble or decompile any
Confidential Information, or any part thereof, without “2nd Party prior written consent.

V. TIME PERIOD. The bounded Party’s(ies’) duty to hold the Confidential Information in
confidence shall remain in effect until such information no longer qualifies as a trade secret or
written notice is given releasing such Party from this Agreement.

VI. RELATIONSHIP. The Parties agree that there is no such statement in this Agreement that
suggests any Party is an employee, partner, or that the Software is a joint venture. All
ownership interests, if any, shall be stated in a separate agreement.

VII. SEVERABILITY. If a court finds that any provision of this Agreement is invalid or
unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the
intent of the Parties.

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VIII. INTEGRATION. This Agreement expresses the complete understanding of the Parties with
respect to the subject matter and supersedes all prior proposals, agreements, representations,
and understandings. This Agreement may not be amended except in writing with the
acknowledgment of the Parties.

IX. Enforcement. The Parties acknowledge and agree that due to the unique and sensitive
nature of the Confidential Information, any breach of this Agreement would cause irreparable
harm for which damages and or equitable relief may be sought. The harmed Party shall be
entitled to all remedies available at law.

X. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Karnataka,
India, in which Manufacturer is organized, excluding any such laws that might direct the
application of the laws of another jurisdiction. The federal or state courts located in the State of
Karnataka, India.shall have exclusive jurisdiction to hear any dispute under this Agreement.

X. ENTERING AGREEMENT. This Agreement represents the entire agreement between the
parties regarding the subject matter hereof and supersede any and all prior agreements
between the parties, whether written or oral, regarding the subject matter hereof. This
Agreement may not be modified or amended except by the written acceptance of both parties.

1st Party’s Signature ______________________________ Date _________________

Print Name ______________________________

2nd Party’s Signature ______________________________ Date _________________

Print Name ______________________________

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