This Non-Disclosure agreement is made and executed on 28th day of October, 2025 ) by and between:
M/s. Xnap Creative, a company incorporated under the Indian Companies Act, 2013 (or previous corresponding law) having its registered office at 71, Subedar Chatram Rd, 1st R Block, Gandhi Nagar, Bengaluru, Karnataka 560009 hereinafter called the “Disclosing Party” which term shall mean and include all its successors-in interest, administrators, executors and legal representatives.
And
Mr. Ashwin Anand, with residential address at 317, 6th Cross, OMBR Layout, Banaswadi, Bangalore – 43.
Hereinafter called the “Receiving Party” which term shall mean and include all its successors-in-interest, and legal representatives.
WHEREAS the Receiving Party shall perform for the purpose authorized by the Disclosing Party and in furtherance, the Disclosing Party would share with the Receiving Party certain oral and written information, which is non-public, confidential and/ or proprietary in nature. Therefore the Disclosing Party and Receiving Party have mutually agreed to enter into an agreement for maintaining confidentiality of such information.
NOW THEREFORE THE DISCLOSING PARTY AND RECEIVING PARTY AGREE AS FOLLOWS:
1. DEFINITIONS
1.1. “Permitted Purpose” shall mean the purpose authorized by the Disclosing party in writing.
1.2. “Proprietary Information” shall mean: “Any oral or written information, including and not limited to program, design, architecture, pattern, compilation, model, algorithm, formula, flow chart, presentation, process, model, sample, invention disclosure, drawing, business details, customer information, sales information and any other information related to providing technology solutions and so on, which is disclosed by the Disclosing Party to the Receiving Party.
Exclusion:
i. The information which is in the public domain or comes into the public domain otherwise than by disclosure or default by the Receiving Party; or1
ii. The information which was or is lawfully obtained or available from a third party who was lawfully in possession of the same and free to disclose it; or2
iii. The information, which was already known 3to the Receiving Party and has been received from a source other than the Disclosing Party.
2. OBLIGATIONS OF RECEIVING PARTY
In consideration of Disclosing Party disclosing proprietary Information, the Receiving Party hereby undertakes:
2.1. To keep confidential all proprietary Information that it may acquire in any manner from the Disclosing Party;
2.2. To use such proprietary Information exclusively for the Permitted Purpose and not to use the proprietary Information for its own purposes or benefit;
2.3. Not to disclose such proprietary Information to anybody, except to authorized employees or other agents of the Receiving Party who need to have access to the proprietary Information for the purpose of carrying out their duties in connection with the Permitted Purpose;
2.4. To inform everybody to whom the Receiving Party disclosing Proprietary Information that it is Confidential and obtain their agreement to keep it confidential on the same terms as this Agreement;
2.5. To keep safe any invention disclosures, drawings, documents, presentations, samples or materials provided by the Disclosing Party; not to reproduce, part with possession of, modify or otherwise interfere with such items, to return them immediately upon request and in any event spontaneously when no longer required for the Permitted Purpose;
2.6. To notify immediately upon becoming aware of any breach of confidence by anybody to whom the Receiving Party has disclosed the Information and to give all necessary assistance in connection with any steps, which the Disclosing Party may wish to take to prevent, stop or obtain compensation for such breach, or threatened breach.
3. TIME PERIOD
3.1. Provisions relating to confidentiality of Proprietary Information shall remain in effect / in force, and valid as long as the information is deemed confidential by the Disclosing Party.
4. INTELLECTUAL PROPERTY
4.1. Nothing in this Agreement shall be deemed to grant to the Receiving Party a license expressly or by implication under any patent, copyright or other intellectual property right. The Receiving Party hereby acknowledges and confirms that all existing and future intellectual property rights relating to the Proprietary Information are the exclusive property of the Disclosing Party.
4.2. The Receiving Party shall not apply for or obtain any intellectual property protection in respect of the Proprietary Information.
4.3. Any idea or invention if developed by the Receiving Party upon receiving the proprietary information shall remain the intellectual property of the disclosing party. The Receiving Party shall convey all or any intellectual property acquired or developed or created pursuant to this agreement in respect of permitted purpose to and in favor of the disclosing party. For the purpose of Patent law formalities in India or elsewhere, the disclosing party may disclose the name of the Receiving Party as “inventor”. The Receiving Party shall cooperate with the disclosing party for securing registration/ grant or any statutory recognition under Intellectual property laws in India and elsewhere. The Receiving Party agrees to secure the rights of the disclosing party in respect of Intellectual property involved in the permitted purpose and shall execute documents which are deemed necessary as required by the disclosing party.
5. NON EXCLUSIVITY
Parties acknowledge and confirm that this Agreement does not exclude or prevent either parties in their respective dealing, or entering into any similar or other arrangements, including for any services, with third parties. This Agreement does not confer any exclusivity of arrangement between both the parties and there is also no obligation upon the Disclosing party to avail of services similar or ancillary to the Services from Receiving party. Both Parties agree to maintain confidentiality of information/ records/ details of other Party in its possession.
6. RETURN OF PROPRIETARY INFORMATION
Receiving Party agrees to return promptly all tangible items relating to the proprietary Information, including all written material, drawings, presentations, plans, models, etc, made available or supplied by Disclosing Party, and all copies thereof, upon the request of Disclosing Party.
7. LAW & JURISDICTION
The construction of this agreement shall be determined in accordance with the Indian Contract Act, 1872 and other laws in force in India and shall be subject to the exclusive jurisdiction of the courts in Bangalore.
IN WITNESS WHEREOF the Receiving Party and Disclosing Party have signed on this Non-Disclosure Agreement on this day, month and year first above-mentioned.
| For and on behalf of Disclosing Party (M/s. Xnap Creative) | For and on behalf of Receiving Party |
| Name: Ashwin Anand | Name: |
| Title: Founder | Title: |
