CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

WHEREAS, CLIENT Ltd. agrees to furnish Trunkoz Technologies Pvt Ltd. and it’s employees, herein referred to as “QUALISPACE”, certain confidential information relating to ideas, inventions or products for the purposes of determining an interest in developing, manufacturing, selling, marketing and/or joint venturing;

WHEREAS, QUALISPACE agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement.

BE IT KNOWN, that CLIENT Ltd. has or shall furnish to QUALISPACE certain confidential information and may further allow QUALISPACE the right to discuss or interview representatives of CLIENT Ltd. on the following conditions:

1. QUALISPACE agrees to hold confidential or proprietary information or trade secrets (“confidential information”) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose, or disclosed to any third party.

2. No copies will be made or retained of any written information or prototypes supplied without the permission of CLIENT Ltd.

3. At the conclusion of any discussions, or upon demand by CLIENT Ltd., all confidential information, including prototypes, written notes, photographs, sketches, models, memoranda or notes taken shall be returned to CLIENT Ltd.

4. Confidential information shall not be disclosed to any employee, consultant or third party unless they agree to execute and be bound by the terms of this Agreement, and have been approved by CLIENT Ltd.

5. This Agreement and its validity, construction and effect shall be governed by the laws of India.

AGREED AND ACCEPTED BY:

For and on Behalf of Trunkoz Technologies Pvt. Ltd.           

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For and on Behalf of Client Ltd.

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