Privacy Policy

NON-DISCLOSURE AGREEMENT

1. Definition of Confidential Information

(a) For purposes of this Agreement, "Confidential Information" means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, in whatever medium provided, whether unmodified or modified by the Receiving Party or its Representatives (as defined herein), whenever and however disclosed, including, but not limited to:

• (i) Any marketing strategies, plans, financial information, names of clients or projections, operations, sales estimates, business plans, and performance results relating to the past, present, or future business activities of such party, its affiliates, subsidiaries, and affiliated companies;
• (ii) Plans for products or services, and customer or supplier lists;
• (iii) Any scientific or technical information, invention, design, process, procedure, formula, improvement, technology, or method;
• (iv) Any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information, and trade secrets;
• (v) Any other information that should reasonably be recognized as confidential information of the Disclosing Party; and
• (vi) Any information generated by the Receiving Party or by its Representatives that contains, reflects, or is derived from any of the foregoing.

Confidential Information need not be novel, unique, patentable, copyrightable, or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party, and that the Disclosing Party regards all of its Confidential Information as trade secrets.

(b) Exceptions to Confidential Information:
Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which:

• (a) Was lawfully possessed, as evidenced by the Receiving Party's records, by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party;
• (b) Becomes rightfully known by the Receiving Party from a third-party source not under an obligation to the Disclosing Party to maintain confidentiality;
• (c) Is generally known by the public through no fault of or failure to act by the Receiving Party inconsistent with its obligations under this Agreement;
• (d) Is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made; and
• (e) Is or has been independently developed by employees, consultants, or agents of the Receiving Party without violation of the terms of this Agreement, as evidenced by the Receiving Party's records, and without reference or access to any Confidential Information.

(c) Non-Solicitation of Clients:
In cases where the first party shares details of a client's requirements, including the client's name, field of business, products, and their specifications, and collaborates with the client to co-create a proposal, the second party shall ensure that it does not approach those clients directly for a period of at least one year after this agreement ceases to be in effect.

(d) Non-Interference with Existing Clients:
Hire4Event will also share a list of their existing artist clients and ensure that the client does not approach them directly. In case the client is already working directly or through any other agency with any of these clients, the client will have to share this information immediately.

2. Disclosure of Confidential Information:
From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party agrees to:

• (a) Limit disclosure of any Confidential Information to its directors, officers, employees, agents, or representatives (collectively "Representatives") who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose;
• (b) Advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement, require such Representatives to be bound by written confidentiality restrictions no less stringent than those contained herein, and assume full liability for acts or omissions by its Representatives that are inconsistent with its obligations under this Agreement;
• (c) Keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and
• (d) Not disclose any Confidential Information received to any third parties (except as otherwise provided for herein).

3. Use of Confidential Information:
(a) The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party under this Agreement. Title to the Confidential Information will remain solely with the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party, and any modifications or improvements made by the Receiving Party shall become the sole property of the Disclosing Party.

4. Compelled Disclosure of Confidential Information:
Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request, or similar method, provided that:

• The Receiving Party promptly notifies the Disclosing Party in writing, to the extent practicable, of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information.
• The Receiving Party will disclose only that portion of the requested Confidential Information that, in the written opinion of its legal counsel, it is legally required to disclose.
• The Receiving Party agrees to not oppose and to cooperate, to the extent practicable, with efforts by the Disclosing Party to obtain a protective order or other relief.

Not with standing the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order, and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.

5. Term:
This Agreement shall remain in effect for a two-year term, subject to a one-year extension if the parties are still discussing and considering the Transaction at the end of the second year. Notwithstanding the foregoing, the Receiving Party's obligation to hold in confidence any Confidential Information disclosed during the term shall remain in effect indefinitely.

6. Remedies:

Both parties acknowledge that the Confidential Information disclosed under this Agreement is of a unique and valuable nature, and that unauthorized dissemination of the Confidential Information would destroy or diminish its value. The damages to the Disclosing Party resulting from such unauthorized dissemination would be impossible to calculate. Therefore, both parties agree that the Disclosing Party shall be entitled to injunctive relief to prevent the dissemination of any Confidential Information in violation of this Agreement.

Such injunctive relief shall be in addition to any other remedies available under law or equity. The Disclosing Party shall also be entitled to recover its costs and fees, including reasonable attorneys' fees, incurred in obtaining such relief. Furthermore, in the event of litigation related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and expenses.

7. Return of Confidential Information:
The Receiving Party shall promptly return and redeliver to the Disclosing Party all tangible materials containing any Confidential Information provided under this Agreement. This includes, but is not limited to, notes, summaries, memoranda, drawings, manuals, records, excerpts, or derivative information ("Notes") based on or derived from the Confidential Information. This also applies to all copies, including those converted into computerized media in the form of images, data, word processing files, or other types of files, either manually or through image capture.

The return or destruction of such materials shall occur upon the earlier of the following:

1. The completion or termination of the dealings between the parties contemplated under this Agreement.
2. The termination of this Agreement.
3. A request by the Disclosing Party.

However, the Receiving Party may retain such documents as necessary to comply with its reasonable document retention policies.

Alternatively, with the written consent of the Disclosing Party, the Receiving Party may destroy any materials containing Confidential Information. For computerized data, this includes a non-recoverable data erasure. Upon request, the Receiving Party shall provide a written certification of such destruction, signed by an authorized officer supervising the process.

7. Notice of Breach:
The Receiving Party shall promptly notify the Disclosing Party upon discovering or suspecting:

1. Any unauthorized use or disclosure of Confidential Information by the Receiving Party or its Representatives.
2. Any actions by the Receiving Party or its Representatives that are inconsistent with their obligations under this Agreement.

The Receiving Party shall fully cooperate with the Disclosing Party's efforts to:

• Regain possession of the Confidential Information.
• Prevent any further unauthorized use or disclosure of the Confidential Information.

8. No Binding Agreement for Transaction:
The parties acknowledge and agree that, except for the matters specifically agreed to in this Agreement, neither party shall be under any legal obligation with respect to a Transaction. Each party reserves the right, in its sole discretion, to reject any and all proposals and to terminate discussions and negotiations regarding a Transaction at any time.

This Agreement does not create a joint venture or partnership between the parties. If a Transaction proceeds, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) shall supersede this Agreement. In the absence of such provisions in the transaction documents, the terms of this Agreement shall govern.

9. NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER:

The parties acknowledge that, while each will make reasonable efforts to provide all information they believe relevant for evaluating a Transaction, no representation or warranty is made by the Disclosing Party regarding the accuracy or completeness of the Confidential Information.

Furthermore, neither party is obligated under this Agreement to disclose any Confidential Information it chooses not to disclose. The Disclosing Party shall not be liable to the Receiving Party (or any other person or entity) for any use or reliance on the Confidential Information, including any inaccuracies or incompleteness therein.

10. Miscellaneous:

(a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, with respect to the subject matter hereof. This Agreement can only be modified through a written amendment, signed by the party against whom enforcement of such modification is sought.

(b) The validity, construction, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Uttar Pradesh, India, applicable to contracts made and to be wholly performed within such state, without regard to any conflict of laws provisions. The federal and state courts located in Uttar Pradesh, India, shall have sole and exclusive jurisdiction over any disputes arising under, or in connection with, the terms of this Agreement. The Receiving Party shall:
(i) consent to personal jurisdiction therein; and
(ii) waive the right to raise forum non conveniens or any similar objection.

(c) Any failure by either party to enforce the other party's strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

(d) Although the restrictions contained in this agreement are considered by the parties to be reasonable for the purpose of protecting confidential information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten, or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten, or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the agreement will be enforced as if such a provision were not included.

(e) Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received:

1. In the case of personal delivery or electronic mail, on the date of such delivery;
2. In the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch;
3. In the case of mailing, on the seventh business day following such mailing.

(f) This agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns, and designees.

(g) The receipt of confidential information pursuant to this agreement will not prevent or in any way limit either party from:

1. Developing, making, or marketing products or services that are or may be competitive with the products or services of the other;
2. Providing products or services to others who compete with the other.

Only in the case of clients introduced by either party to the other party will the clause of no-compete be effective.

(h) The paragraph headings used in this agreement are for reference only and shall not be used or relied upon in the interpretation of this agreement.