NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is made as the latest date of signatures of the parties below (the
"Effective Date") between M-Monks Digital Media Private Limited (collectively, "MediaMonks"), and the entity /
individual – Umesh hadke whose name and signature appear in the signature block below.

1. Purpose. MediaMonks and Company either below); and (c) not copy or reverse engineer any
maintain or expect to maintain a business materials disclosed under this Agreement or
relationship (the “Relationship”) in which remove any proprietary markings from any
MediaMonks will provide certain confidential and Confidential Information. Any employee or
sensitive information. This Agreement shall contractor given access to any Confidential
govern the provision and use of such information. Information must have a legitimate "need to know"
The release or disclosure of any Confidential such Confidential Information for the use specified
Information hereunder shall not impose, bind or in Section 3 and must have signed a non-disclosure
imply any commitment on MediaMonks to agreement with terms no less stringent as under
proceed with the Relationship or any other this Agreement. The Recipient will remain
arrangement. responsible for each such person's compliance with
the terms of this Agreement.
2. Definitions. “Discloser” shall mean MediaMonks;
“Recipient” shall mean the party that receives 5. Term; Confidentiality Period. This Agreement
information. "Confidential Information" means shall come into force from the Effective Date and
information relating to the Discloser's business, shall be valid until terminated by either party in
including, without limitation, project designs, accordance with the Agreement. Either party may
project plans, data, ideas, scripts, trade-secret, terminate this Agreement upon thirty (30) days
financial information, processes, SOPs, software prior written notice to the other party. Irrespective
and technology, financial information, marketing of any termination of this Agreement, Recipient's
plans, business opportunities, proposed terms, obligations with respect to Confidential
pricing information, discounts, Discloser’s clients’ Information under this Agreement shall survive
information, customer lists (both present and past), termination of this Non-Disclosure Agreement.
inventions and know-how disclosed by Discloser
to Recipient, either directly or indirectly, whether 6. Exclusions. This Agreement imposes no
in writing, verbally or otherwise, whether prior to, obligations with respect to information which: (a)
on or after the Effective Date and whether or not was in Recipient's possession before receipt from
identified by Discloser as confidential. Other Discloser; (b) is or becomes a matter of public
capitalized terms shall have the meaning ascribed knowledge through no fault of Recipient; (c) was
to them in this Agreement rightfully disclosed to Recipient by a third party
without restriction on disclosure; or (d) is
3. Use of Confidential Information. Recipient shall developed by Recipient without use of the
use the Confidential Information only for purposes Confidential Information as can be shown by
directly related to, and for the benefit of, the documentary evidence. Recipient may make
Relationship. No other use of the Confidential disclosures to the extent required by law or court
Information is authorized under this Agreement. order provided Recipient makes commercially
reasonable efforts to provide Discloser with notice
4. Disclosure of Confidential Information. of such disclosure as promptly as possible and uses
Recipient shall: (a) hold all Confidential diligent efforts to limit such disclosure and obtain
Information in strict confidence and take confidential treatment or a protective order and has
reasonable precautions to protect such allowed Discloser to participate in the proceeding.
Confidential Information (such precautions to
include, at a minimum, all precautions Recipient 7. Return or Destruction of Confidential
employs with respect to its own confidential Information. Upon termination of this Agreement
materials); (b) not divulge any Confidential or by Discloser’s written request, the Recipient
Information to any third party (other than to will: (a) cease using the Confidential Information;
employees or contractors or affiliates as set forth (b) return or destroy the Confidential Information

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 and all copies, notes or extracts thereof to 11. Export. Recipient agrees not to remove or export
Discloser; and (c) confirm in writing that any such Confidential Information or any direct
Recipient has complied with these obligations. product thereof, except in compliance with, and
with all applicable export laws and regulations.
8. Proprietary Rights. No license or conveyance of
any rights held by Discloser/MediaMonks under 12. Injunctive Relief. Recipient acknowledges that
any discoveries, inventions, patents, trade secrets, any breach of this Agreement may cause
copyrights, or other form of intellectual property is irreparable harm for which monetary damages are
granted or implied by this Agreement or by the an insufficient remedy and therefore that upon any
disclosure of any Confidential Information breach of this Agreement, Discloser will be
pursuant to this Agreement. Recipient does not entitled to seek appropriate equitable relief from
acquire any intellectual property rights, ownership courts of competent jurisdiction in India.
rights or any other rights under this Agreement
except the limited right to use the Confidential 13. Counterparts. This Agreement may be signed in
Information as expressly set forth in Section 3. counterparts by exchange of signature pages by
mail, facsimile, email or other electronic means (if
9. No Warranties. Recipient understands and agrees email or electronically, signatures in Adobe PDF,
that Discloser is not making any representation or via electronic signature or similar format), each of
warranty, expressed or implied, as to the accuracy which shall be an original, with the same effect as
or completeness of the Confidential Information. if the signatures thereto and hereto were upon the
Discloser shall not be liable to Recipient or to any same instrument. The parties hereto confirm that
other person resulting from the permitted any facsimile / email / electronic copy of another
disclosure or permitted use of the Confidential party’s executed counterpart of this Agreement (or
Information. its signature page thereof) will be deemed to be an
executed original thereof

10. Publicity. Recipient will not make, or authorize 14. General. This Agreement cannot be assigned or
any third party to make, any public announcement transferred by the Recipient without the written
or other disclosures related to this Agreement and consent of the Discloser. Discloser has no
any potential agreement or relationship with the obligation under this Agreement to purchase or sell
other party or any of its affiliates or subsidiaries anything, or to proceed with any proposed
without the prior written approval of the Discloser. transaction or business relationship. In the event
that any of the provisions of this Agreement are
found to be unenforceable by a court of competent
jurisdiction, such provisions will be limited or
eliminated to the minimum extent necessary so
that this Agreement will otherwise remain in full
force and effect. This Agreement will be governed
by the laws of India, without regard to conflicts of
laws provisions thereof. Courts of competent
jurisdiction in India shall have exclusive
jurisdiction to adjudicate upon any dispute that
may arise under this or relating to this Agreement.
This Agreement supersedes all prior discussions
and writings and constitutes the entire agreement
between the parties with respect to the treatment
and use of Confidential Information. The
prevailing party in any action to enforce this
Agreement will be entitled to an award of it costs
and attorneys' fees. No waiver or modification of
this Agreement will be binding upon either party
unless made in writing and signed by a duly
authorized representative of each party and no
failure or delay in enforcing any right will be
deemed a waiver.

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AGREED AND ACCEPTED:

Date: _________________________ Date: 28/03/2023

M-Monks Digital Media Private Limited Company: motionbulls

By: ___________________________________________ By: Umesh hadke

Print Name / Title: Print Name / Title: line

producer______________________________________________ ____
Signature & Stamp

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