Non-Disclosure Agreement — Austex Pharma

This non-disclosure agreement ("Agreement") is made on 2021-05-29, between Austex Pharmaceutical Private Limited ("Disclosing Party"), having its registered office at SUITE NO.304, PS IXL, 3RD FLOOR, BISWA BANGLA SARANI, NEW TOWN KOLKATA Kolkata WB 700136 IN, and the Other Party ("Receiving Party"). The Disclosing Party and the Receiving Party are individually referred to as a "Party" and collectively as the "Parties".

The Disclosing Party intends to disclose certain confidential information to the Receiving Party for the following purpose ("Purpose"): Technical Audit. In consideration of the mutual covenants and promises set out in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows. For any clarification regarding this Agreement, the Receiving Party may contact the Disclosing Party at +91 72820 66666.

1. Confidential Information

For the purposes of this Agreement, "Confidential Information" means any data or information, whether oral, written, electronic or in any other form, that is disclosed by the Disclosing Party to the Receiving Party and that relates to the business, technology, products, services, finances, operations, processes, formulations, research, plans or affairs of the Disclosing Party. Confidential Information includes, without limitation, technical data, trade secrets, know-how, manufacturing processes, product specifications, pricing, customer and supplier lists, and any analyses, compilations, studies or documents prepared by the Receiving Party that contain or are derived from such information, whether or not such information is marked or identified as confidential at the time of disclosure.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession without restriction before disclosure by the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information.

2. Nondisclosure of Confidential Information

The Receiving Party agrees to hold the Confidential Information in strict confidence and not to disclose it to any third party for a period of one (1) year from the date of disclosure. The Receiving Party shall use the Confidential Information solely for the Purpose and for no other purpose, and shall protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, but in no event less than a reasonable degree of care.

3. Permitted disclosure

The Receiving Party may disclose Confidential Information only to those of its employees, officers, directors, agents and advisors who have a genuine need to know such information for the Purpose, provided that each such person is bound by obligations of confidentiality at least as protective as those set out in this Agreement. The Receiving Party shall remain responsible for any breach of this Agreement by any such person. If the Receiving Party is required by law, regulation or court order to disclose any Confidential Information, it shall, where legally permitted, give the Disclosing Party prompt written notice so that the Disclosing Party may seek a protective order, and shall disclose only that portion of the Confidential Information that is legally required to be disclosed.

4. Return of information

Upon the written request of the Disclosing Party, or upon the completion of the Purpose, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all Confidential Information in its possession or control, including all copies, notes, summaries and other materials derived from it, and shall certify in writing to the Disclosing Party that it has done so.

5. No rights to Confidential Information granted

Nothing in this Agreement shall be construed as granting to the Receiving Party any right, title, interest or licence, whether by implication, estoppel or otherwise, in or to any Confidential Information, or to any patent, copyright, trademark, trade secret or other intellectual property right of the Disclosing Party. All Confidential Information remains the sole and exclusive property of the Disclosing Party.

6. No reverse engineering

The Receiving Party shall not reverse engineer, decompile, disassemble or otherwise attempt to derive the composition, source code, underlying ideas or structure of any prototype, product, sample, software or other tangible object that embodies Confidential Information and that is provided to the Receiving Party under this Agreement.

7. No warranty

All Confidential Information is provided "AS IS". The Disclosing Party makes no representations or warranties, express or implied, with respect to the accuracy, completeness or performance of any Confidential Information, and shall not be liable for any errors or omissions in, or any decisions made or actions taken in reliance on, the Confidential Information.

8. No Publicity

The Receiving Party shall not use the name, trademarks or logos of the Disclosing Party, nor disclose the existence or terms of this Agreement or the fact that discussions or negotiations are taking place between the Parties, in any advertising, publicity, press release or other public statement without the prior written consent of the Disclosing Party.

9. Term

This Agreement shall commence on the date first written above and, unless terminated earlier, shall continue for a period of five (5) years. Either Party may terminate this Agreement at any time by giving the other Party thirty (30) days' prior written notice. Notwithstanding any termination or expiry of this Agreement, the confidentiality and non-use obligations set out in this Agreement shall survive with respect to Confidential Information disclosed prior to such termination or expiry.

10. Remedies

The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief and specific performance, in addition to any other remedies available at law or in equity, without the necessity of posting a bond or other security.

11. Governing law

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts of India in respect of any dispute arising out of or in connection with this Agreement.

12. Final provisions

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, representations and warranties, whether written or oral. Any amendment to this Agreement must be in writing and signed by both Parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. This Agreement is binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.