Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement ("NDA") sets out the confidentiality terms between MaquishTech Venture® Pvt Ltd ("MaquishTech") and its clients, partners, vendors, contractors, and other counterparties (collectively, the "Parties"). The purpose of this NDA is to protect sensitive, proprietary, and non-public information that may be shared during preliminary discussions, evaluations, pilot engagements, or full project delivery. A signed NDA may be executed for engagements requiring enhanced confidentiality, and the terms below form the baseline framework that MaquishTech applies to all confidential interactions. By engaging with MaquishTech, each Party acknowledges that it has read, understood, and agreed to be bound by the obligations set out in this document.

1. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by either party ("Disclosing Party") to the other ("Receiving Party"), whether oral, written, or electronic, and whether or not explicitly marked or identified as confidential at the time of disclosure. Confidential Information includes, without limitation:

• Business plans, strategies, financial information, pricing models, and pricing.
• Technical data, source code, designs, prototypes, and documentation.
• Customer lists, lead data, and marketing materials.
• Project requirements, specifications, and deliverables.
• Trade secrets, intellectual property, and proprietary methodologies.
• Personnel records, contractor agreements, and compensation data.
• Internal operations, workflows, vendor relationships, and supplier terms.
• Any analysis, summaries, or derivative works prepared by the Receiving Party that contain or are based on Confidential Information.

The Receiving Party understands that the Disclosing Party retains ownership of all Confidential Information and that disclosure does not constitute a transfer of any rights, title, or interest in such information.

2. Obligations of the Receiving Party

The Receiving Party agrees to:

• Maintain confidentiality with the same degree of care as its own confidential information (but no less than reasonable care).
• Use Confidential Information solely for the purpose of the engagement.
• Not disclose Confidential Information to third parties without prior written consent.
• Limit access to employees and contractors who need to know and who are bound by similar confidentiality obligations.
• Return or destroy all Confidential Information upon termination of the engagement or upon written request.
• Not reverse engineer, decompile, or disassemble any software, prototypes, or technical materials provided by the Disclosing Party.
• Not use Confidential Information for its own competitive advantage or for any purpose other than the agreed engagement.
• Implement reasonable technical and organizational measures to safeguard Confidential Information against unauthorized access, loss, or disclosure.

3. Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available without breach of this NDA.
• Was known to the Receiving Party prior to disclosure.
• Is independently developed without use of Confidential Information.
• Is rightfully received from a third party without confidentiality restrictions.
• Is required to be disclosed by law, regulation, or court order (with prompt notice to the Disclosing Party).

The burden of proving that any information falls within an exclusion rests on the Receiving Party, who must demonstrate the basis for the exclusion with reasonable supporting documentation.

4. Duration

Confidentiality obligations remain in effect for the duration of the engagement and for 3 years thereafter. Trade secrets remain confidential indefinitely, for as long as they qualify as trade secrets under applicable law. The obligations under this NDA survive any termination, expiration, or suspension of the engagement and continue to bind the Receiving Party regardless of the reason the relationship ended.

5. Intellectual Property

All Confidential Information remains the property of the Disclosing Party. No license or rights are granted except as expressly stated in a separate agreement. Nothing in this NDA shall be construed as granting any rights, by implication, estoppel, or otherwise, to any patents, copyrights, trademarks, or other intellectual property of the Disclosing Party. Any deliverables, inventions, or improvements created during the engagement are governed by the separate master services agreement or statement of work between the Parties.

6. Remedies

The Receiving Party acknowledges that breach of this NDA may cause irreparable harm. The Disclosing Party may seek injunctive relief and monetary damages for any breach. The Receiving Party shall be liable for all reasonable costs incurred by the Disclosing Party in enforcing this NDA, including reasonable legal fees and court costs.

7. Governing Law

This NDA is governed by the laws of India. Disputes are subject to the exclusive jurisdiction of courts in Gorakhpur, Uttar Pradesh, India. The Parties submit to this jurisdiction for any proceedings arising out of or relating to this NDA and waive any objection based on inconvenient forum.

8. Requesting a Signed NDA

To execute a formal NDA before sharing sensitive information, contact us at business@maquishtechventure.com or message us on Contact us. We will provide a signed copy within 2 business days. Executed NDAs are retained on file by MaquishTech Venture® Pvt Ltd and may be referenced in any subsequent engagement.

9. Scope of Confidentiality

This NDA applies to all Confidential Information disclosed in connection with any engagement, discussion, or relationship between the Parties, regardless of the form in which it is provided. Confidentiality covers information shared verbally during meetings, in writing via email or messaging platforms, through shared documents and repositories, and through demonstrations of software, prototypes, or processes. It also extends to information observed during site visits, facility tours, or remote screen-sharing sessions.

The following are expressly covered by this NDA: business and financial forecasts, customer and prospect data, technical architecture and system designs, source code and configuration files, internal pricing and margin data, hiring and compensation strategies, and any proprietary frameworks or methodologies developed by MaquishTech. The following are not covered: information that the Disclosing Party explicitly identifies as non-confidential in writing at the time of disclosure, general industry knowledge that is widely available, and information independently developed by the Receiving Party without reference to any Confidential Information.

10. Permitted Disclosures

The Receiving Party may disclose Confidential Information only to the following categories of recipients, provided each recipient is bound by confidentiality obligations at least as protective as those in this NDA:

• Employees, officers, and directors of the Receiving Party with a legitimate need to know for the purpose of the engagement.
• Contractors and consultants engaged directly by the Receiving Party who require access to perform their assigned tasks.
• Legal, accounting, and auditing advisors who require the information to provide professional services to the Receiving Party.
• Affiliates and subsidiaries of the Receiving Party, provided they are bound by equivalent confidentiality terms.

The Receiving Party remains fully responsible for any breach of this NDA by any of its permitted recipients. If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it must provide the Disclosing Party with prompt written notice (where legally permissible) so that the Disclosing Party may seek a protective order or other remedy. The Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose and shall use reasonable efforts to obtain confidential treatment for the disclosed information.

11. Return or Destruction of Data

Upon termination of the engagement, or upon written request from the Disclosing Party at any time, the Receiving Party shall, within 14 calendar days, return or destroy all Confidential Information in its possession or control, including all copies, reproductions, summaries, and derivative works. The Receiving Party shall certify in writing to the Disclosing Party that it has complied with this obligation, specifying the method of return or destruction used.

If destruction is not technically feasible for information stored in automated backup systems or archival logs, the Receiving Party may retain such information solely for the purpose of restoring its systems, provided that the retained information remains subject to the confidentiality obligations of this NDA until it is permanently destroyed. The Receiving Party shall not use any retained backup copies for any purpose other than system restoration and shall permanently delete them when routine backup cycles permit. Any Confidential Information retained under this exception must be clearly identified and tracked by the Receiving Party.

12. Injunctive Relief

The Parties acknowledge that monetary damages alone may be inadequate to remedy a breach of this NDA and that unauthorized disclosure or use of Confidential Information could cause irreparable harm to the Disclosing Party for which there is no adequate remedy at law. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies to prevent or restrain any actual or threatened breach of this NDA, without the necessity of posting a bond or proving actual damages. The availability of injunctive relief is in addition to, and not in lieu of, any other remedies available to the Disclosing Party under this NDA or applicable law.

13. Survival of Obligations

The confidentiality and related obligations set out in this NDA shall survive the termination, expiration, or suspension of the engagement and shall continue in accordance with the durations specified in Section 4. Any obligation that by its nature is intended to survive termination, including obligations relating to return or destruction of data, injunctive relief, governing law, and dispute resolution, shall remain in full force and effect after the engagement ends. The survival of these obligations does not limit any other rights or remedies available to either Party.

14. Waiver

No failure or delay by either Party in exercising any right, power, or remedy under this NDA shall operate as a waiver of that right, power, or remedy. No waiver of any provision of this NDA shall be effective unless it is in writing and signed by the Party granting the waiver. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default, and no single or partial exercise of any right shall preclude any further exercise of that right or the exercise of any other right under this NDA.

15. Severability

If any provision of this NDA is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed from this NDA and the remaining provisions shall continue in full force and effect as if the invalid provision had never been included. The Parties shall negotiate in good faith to replace any severed provision with a valid and enforceable provision that comes as close as possible to reflecting the original intent of the Parties.

16. Entire Agreement

This NDA constitutes the entire agreement between the Parties with respect to the subject matter of confidentiality and supersedes all prior or contemporaneous understandings, communications, representations, and agreements, whether written or oral, relating to that subject matter. This NDA may be amended or modified only by a written instrument executed by authorized representatives of both Parties. If a separate master services agreement or statement of work includes confidentiality terms, those terms and this NDA shall be read together; in the event of a conflict, the more protective confidentiality terms shall prevail.

17. Signatures and Execution

This NDA may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and scanned copies of signed documents shall be deemed valid and binding to the same extent as original signatures. The Parties represent that the individuals signing below are duly authorized to execute this NDA on behalf of their respective organizations.

For MaquishTech Venture® Pvt Ltd:

Signature: ________________________________
Name: ________________________________
Title: ________________________________
Date: ________________________________

For the Counterparty:

Signature: ________________________________
Name: ________________________________
Title: ________________________________
Date: ________________________________

Once executed, please return a signed copy to business@maquishtechventure.com. MaquishTech will countersign and return a fully executed version within 2 business days. Executed agreements are maintained on file by MaquishTech Venture® Pvt Ltd. Contact: Email business@maquishtechventure.com · Contact us.