NON- DISCLOSURE AGREEMENT

THIS AGREEMENT ("Agreement”) is made as of the _______ day of _________, 20____.

BY AND BETWEEN
Xplanck Marketing Pvt. Ltd., a corporation organized and existing under the laws of India, having
its registered office at 1623/33, Naiwala, Karol Bagh, New Delhi 110005, operating its services
under the Brand name AdYogi (herein referred to as the “RECEIVING PARTY"),
AND
__________________________________________________, a Company incorporated under the Companies Act,
2013 and having its registered office situated at
_____________________________________________________________________ ___________________________________
marketing its products under the Brand name
“__________________________________________________”(hereinafter referred to as “DISCLOSING PARTY”).

WHEREAS, Xplanck Marketing Pvt. Ltd., is dealing in Marketing Automation Software, developed
with a vision to help e-commerce businesses large or small, acquire customers online and thereby
increase revenue in the most efficient manner. Xplanck is a SaaS Company and AdYogi is a SaaS
product which E-commerce clients use to optimize Generic Social Media Platforms Ads and AdYogi
charges its fees on a Subscription basis. All Ad Spends incurred by AdYogi for the client needs to be
paid by the client at par.
WHEREAS, ____________________________ is in the business of marketing and distribution of
_____________________________________________________ products under the Brand name
“_______________________________”.
WHEREAS, ________________________________ and Adyogi may exchange Confidential Information for the
contemplation of business opportunities, (each hereinafter individually referred to as the “PARTY”,
or collectively as the “PARTIES”).
NOW THEREFORE, both parties agreed, stipulated, and declared as follows:

1. PURPOSE

Parties have to disclose certain confidential, technical and business information to each
other in furtherance of business. To protect the said confidential information both the
parties desire to sign this Non- Disclosure agreement.

2. CONFIDENTIALITY OF INFORMATION

Confidential information shall mean any information disclosed by one Party (“Disclosing
Party”) to the other Party (“Receiving Party”), in any form whether tangible or intangible,
including without limitation documents, business plans, source code, software, technical/
financial/ marketing/ customer/ business information, specifications, analysis, designs,
drawings, data, computer programs, any information relating to personnel or affiliates of a
 Party and include information disclosed by third parties at the direction of a Disclosing
Party. Except as provided in this Agreement, no Party shall disclose to any other person,
firm or corporation or use for its own benefit any information it receives from any other
Party that is designated in writing “Proprietary” or “Confidential,” whether such
information is tangible or intangible, in written or in machine readable form, or any
information disclosed orally or visually to the Recipient (collectively, the “Confidential
Information”). This Agreement shall not be construed to bind or impose obligations upon
any other division, subsidiaries, business units and/or affiliated companies of the Recipient,
except for any such divisions, subsidiaries, business units or affiliated companies that have
access to the Confidential Information in accordance with the terms hereof

3. PERMITTED USES

The Recipient agrees that it will only use the Disclosing Party's Confidential Information for
the following specific purpose(s) only:

3.1 Running ads on Flipkart and Myntra

3.2 Analytics to improve efficiency of ad spends
3.3 Any other task related to the increasing the website sales.

4. OBLIGATIONS

4.1 The ______________________________ hereby appoints Xplanck Marketing Pvt. Ltd. to manage
its Ad Campaign on or its Products/Services as agreed from time to time. The CLIENT
has all the rights to promote and market its products and services to the Customer and
the COMPANY hereby accepts such appointment committing to work exclusively for the
aforementioned products/services of the CLIENT.
4.2 The ________________________________ undertakes to reasonably assist the Xplanck Marketing
Pvt. Ltd. as per its request, by giving services and advise it professionally in any way
required, to provide the necessary technical knowledge required by the COMPANY and
to support it in its Ad Campaign activities.
4.3 To eliminate any doubt, the CLIENT will be solely liable for all conditions and/or
warranties pertaining to its products/services and the COMPANY will not have any
liability whatsoever on behalf of the CLIENT.

5. RETURN OF CONFIDENTIAL INFORMATION

5.1 The Receiving Party will return to the Disclosing Party or use reasonable efforts to
destroy all Confidential Information of the Disclosing Party in the Receiving Party's
possession or control promptly upon the written request of the Disclosing Party upon
the expiration or termination of the Agreement.
5.2 If the Confidential Information is destroyed by the Recipient, a certificate of destruction
shall be furnished to the Disclosing Party.

6. OWNERSHIP
 All Confidential Information disclosed by either Party to any other party pursuant to this
Agreement is and shall remain the property of the Disclosing Party. The Recipient shall be
entitled to make copies of the Disclosing Party's Confidential Information for the purpose
described herein only upon the Disclosing Party's prior written approval. All such
Confidential Information, and any copies thereof, shall be promptly returned to the
Disclosing Party by the Recipient within five (5) days after receipt of a written notice from
the Disclosing Party requesting the return of the Disclosing Party’s Confidential
Information.

7. REMEDIES

Recipient agrees that its obligations hereunder are necessary and reasonable in order to
protect the Disclosing Party and the Disclosing Party’s business, and expressly agrees that
monetary damages would be inadequate to compensate the Disclosing Party for any breach
of any covenant or agreement set forth herein. Accordingly, the Recipient agrees and
acknowledges that any such violation or threatened violation will cause irreparable injury
to the Disclosing Party and that, in addition to any other remedies that may be available, in
law, in equity or otherwise, the Disclosing Party shall be entitled to seek injunctive relief
against the breach or threatened breach of this Agreement or the continuation of any such
breach, without the necessity of proving actual damages. All remedies of Disclosing Party
whether provided herein or conferred by law, custom, trade or usage are cumulative and
not alternative and may be enforced successively or concurrently.

8. TERM

This Agreement shall remain in effect for a period of ___________ from the effective date
commencing from the date of invoice and expiring on one year from the first date of invoice
unless earlier terminated as per the provisions of this Agreement. The obligations and
restrictions herein shall continue to survive even post the expiration of this agreement.

9. GOVERNING LAW

This Agreement shall be subject to and interpreted in accordance with the Indian Laws and
Competent Court in Gurugram, Haryana alone shall have exclusive jurisdiction to try any
dispute arising out of this Agreement. In witness where of the parties have executed this
agreement on the day and date mentioned hereinabove.

10. ENTIRE AGREEMENT

The parties' entire understanding regarding the subject matter of this agreement is
contained in this agreement, which supersedes all prior or current agreements or
understandings, whether in writing or verbally. Except in writing and with the consent of
both parties, this Agreement may not be changed or modified.