NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is made and entered into on this ___ day of
August 2025 (“Effective Date”),
BY AND BETWEEN:
Jal Vayu Prathvi Chemicals Pvt. Ltd., a Private Limited Company incorporated under the
Companies Act, 2013, having its registered office at 280, Sun City, Mahalaxmi Nagar, Indore
- 452010, Madhya Pradesh, India (hereinafter referred to as the "Disclosing Party", which
expression shall, unless repugnant to the context or meaning thereof, be deemed to include its
affiliates, successors, and permitted assigns),
AND
Mr. Gaurav Ajmera, an Indian citizen, residing at
___________________________________________ (hereinafter referred to as the
"Receiving Party", which expression shall, unless repugnant to the context or meaning
thereof, be deemed to include his heirs, legal representatives, and permitted assigns).
(Collectively referred to as the “Parties” and individually as a “Party”)

1. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" means and includes, without
limitation, all oral, written, graphic, electronic or other tangible or intangible information,
documents, data, trade secrets, drawings, reports, formulas, chemical compositions,
manufacturing processes, techniques, business plans, know-how, inventions, discoveries,
samples, and any other information, disclosed or made available directly or indirectly, by the
Disclosing Party to the Receiving Party, whether or not marked as confidential, and whether
prior to or after the execution of this Agreement.
Confidential Information includes, but is not limited to:
 Chemical formulas, structures, compositions, and reaction mechanisms.
 Research findings, experimental or testing data, and laboratory records.
 Proprietary manufacturing methods and processing techniques.
 Market strategies, customer data, supplier information, and pricing details.
 Any information that is proprietary, sensitive, or not generally available to the public.

2. Obligations of the Receiving Party

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The Receiving Party shall:
(a) Hold all Confidential Information in strict and absolute confidence, and shall exercise the
highest degree of care in protecting the confidentiality thereof.
(b) Not disclose, reproduce, copy, publish, or otherwise reveal any Confidential Information
to any third party without the prior written consent of the Disclosing Party.
(c) Not use the Confidential Information for any purpose other than the limited purpose of
evaluating or entering into a potential joint venture or commercial collaboration with the
Disclosing Party.
(d) Not use the Confidential Information to develop, manufacture, reverse engineer, replicate,
or commercialize any product or technology similar to that disclosed by the Disclosing Party.
(e) Not file or attempt to file any patent, copyright, trademark, or IP application based on the
Confidential Information without express written authorization.
(f) Ensure that any employees, consultants, advisors, or agents who have access to
Confidential Information are bound by written confidentiality obligations no less restrictive
than this Agreement.
(g) Promptly return, destroy, or delete (as directed by the Disclosing Party) all Confidential
Information and derivative materials upon termination of this Agreement or upon written
request.

3. Permitted Disclosures
The Receiving Party may, solely to the extent necessary for the purpose outlined in this
Agreement, disclose the Confidential Information to its employees, consultants, legal
advisors, or other authorized representatives who have a demonstrable and legitimate need to
access such information in connection with evaluating or facilitating the proposed joint
venture or business collaboration with the Disclosing Party. Such disclosure shall be strictly
limited to individuals who are directly involved in the evaluation or execution of the intended
business relationship. Prior to any such disclosure, the Receiving Party shall ensure that each
recipient is made fully aware of the confidential nature of the information and is bound by a
written confidentiality agreement or legal obligation that imposes restrictions on use and
disclosure that are no less stringent than those set forth in this Agreement. Under no
circumstances shall the Confidential Information be disseminated more broadly than is
absolutely necessary for the stated purpose. The Receiving Party shall take all reasonable and
appropriate steps to monitor and ensure compliance by such individuals, and shall remain
solely and unconditionally liable for any act or omission by such persons that results in a
breach of this Agreement or unauthorized use or disclosure of the Confidential Information,
whether directly or indirectly.

4. Exclusions from Confidential Information

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Confidential Information does not include information that the Receiving Party can
demonstrate by written evidence:
 Was already known to the Receiving Party prior to disclosure;
 Is or becomes publicly available through no breach of this Agreement;
 Is lawfully obtained by the Receiving Party from a third party without breach of
confidentiality; or
 Is independently developed by the Receiving Party without use of or reference to the
Confidential Information.
The burden of proving any of the above exceptions rests solely with the Receiving Party.

5. Term and Survival

This Agreement shall remain valid and in full force for a period of five (5) years commencing
from the Effective Date, unless terminated earlier by either Party by providing no less than
thirty (30) days’ prior written notice to the other Party. Such notice of termination shall be
issued in writing and delivered through a recognized means of communication, clearly
indicating the intention to terminate this Agreement. Notwithstanding the expiration or early
termination of the Agreement for any reason whatsoever, the Receiving Party’s obligations
with respect to the protection, non-disclosure, and non-use of the Confidential Information
shall continue to survive and remain binding for an additional period of five (5) years from
the date of such termination or expiry. This post-termination obligation shall apply regardless
of whether the Confidential Information was returned, destroyed, or remains in any form in
the Receiving Party’s possession, and shall ensure that the confidentiality and proprietary
nature of the disclosed information is fully safeguarded in accordance with the terms set forth
herein.
6. Remedies
The Receiving Party acknowledges that any breach of this Agreement may cause irreparable
harm to the Disclosing Party for which monetary damages may be inadequate. In such case,
the Disclosing Party shall be entitled to seek injunctive relief, specific performance, and all
other remedies available at law or equity, without the requirement of proving actual damages
or posting bond.

7. No License or Ownership
Nothing in this Agreement shall be construed as granting, by implication, estoppel, or
otherwise, any rights, license, title, or interest in or to the Confidential Information or any
intellectual property rights of the Disclosing Party.

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8. Governing Law and Jurisdiction
This Agreement shall be governed by, construed, and enforced in accordance with the laws of
India, without reference to its conflict of law principles.
Subject to Clause 9 below, the courts at Indore, Madhya Pradesh, shall have exclusive
jurisdiction over any dispute arising from or in connection with this Agreement.

9. Dispute Resolution
In the event of any dispute, controversy, or claim arising out of or in connection with this
Agreement, including any question regarding its existence, validity, interpretation, breach, or
termination, the Parties shall first endeavor to resolve such matters amicably through good
faith negotiations and discussions. Either Party may initiate such negotiations by providing
written notice to the other Party, clearly setting forth the nature of the dispute. If the Parties
are unable to resolve the dispute through mutual discussions within a period of thirty (30)
calendar days from the date of such notice, then the dispute shall be finally and exclusively
settled by way of arbitration in accordance with the provisions of the Arbitration and
Conciliation Act, 1996, as amended from time to time. The arbitration shall be conducted by
a sole arbitrator, who shall be jointly appointed by the Parties. In the event the Parties are
unable to mutually agree upon an arbitrator within fifteen (15) days of the failure of
negotiations, the arbitrator shall be appointed in accordance with the rules of the Act. The seat
and venue of arbitration shall be Indore, Madhya Pradesh, and the arbitration proceedings
shall be conducted in the English language. The award rendered by the arbitrator shall be
final, binding, and enforceable in accordance with applicable law.
10. Miscellaneous
 Entire Agreement: This Agreement constitutes the entire understanding between the
Parties regarding the subject matter and supersedes all prior discussions,
communications, or agreements.
 Amendments: Any amendment to this Agreement shall be in writing and signed by
both Parties.
 Severability: If any provision of this Agreement is found to be unenforceable, the
remaining provisions shall remain in full force and effect.
 No Waiver: Failure to enforce any provision shall not constitute a waiver of such
provision or any other provision.
 Assignment: This Agreement may not be assigned by the Receiving Party without the
prior written consent of the Disclosing Party.

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

FOR JAL VAYU PRATHVI CHEMICALS PVT. LTD.

(Disclosing Party)
Signature: __________________________
Name: Dr. Payal Jain
Title: Director
Date: ______________________________

RECEIVING PARTY
Signature: __________________________
Name: Mr. Gaurav Ajmera
Title: ____________________________
Date: ______________________________