OUTSOURCING SERVICES AND NON-DISCLOSURE AGREEMENT

This Outsourcing Services and Non-Disclosure Agreement (the "OSNDA" or

"Agreement") is made and entered into at ___________
effect on this ____th
08 day of ________,
June
2021(“the effective date”).

BY AND BTWEEN

Aquilla Digital Private Limited, a company with CIN- U72900MH2016PTC280093

incorporated under the provisions of the Companies Act, 2013 and having its principal
place of business at A-1203 BHOOMI VALLEY CHS THAKUR VILLAGE, FARID
ESTATE, KANDIVALI EAST MUMBAI, hereinafter referred to as Outsourcing
Company / Company, which expression shall unless repugnant to the context and meaning
thereof, be deemed to mean and include its successor and permitted assigns.) of the First
Part;

AND
Maestros Infotech
_________________________________________________, a company/partnership
firm/ proprietary firm and having its principal place of business at
________________________________________________.
131/9 Al Qamar Complex, Zone-II, Maharana Pratap Nagar, Bhopal, tMadhya Pradesh (Herein referred to as the
“Service Provider” which expression shall unless repugnant to the context and meaning
thereof, be deemed to mean and include its successor and permitted assigns) of the Second
Part;

WHEREAS

• Outsourcing Company is engaged in the business of ___________________

• Service Provider is engaged in business of ____________________________.

Software Development
 • Outsourcing Company is interested in outsourcing services of Service Provider for
its clients(“clients”). Service Provider has further agreed to provide services to
Outsourcing Company’s Clients.
• In consideration of mutual promises and agreement between the parties hereto, the
parties have agreed to enter into this agreement to govern the terms and conditions
of their association.

NOW THEREFORE IT IS HEREBY AGREED BY AND AMONGST THE PARTIES

AS UNDER:

1. Engagement of Service Provider:

Outsourcing Company hereby engages the Service Provider to provide the services
and related materials and equipment hereinafter described at the its facility or at the
Outsourcing Company's facility (as the parties mutually agree) and subject to all of
the terms and conditions of this Agreement. The Service Provider hereby accepts
such engagement and agrees to make itself available and to render the services under
this Agreement in a professional, high-quality, and timely manner, consistent with
industry professional standards. Service Provider agrees to provide services, as
reasonably requested during the term of this Agreement (as hereinafter defined) and
for as long as it continues to derive revenues therefrom for changes (including, but
not limited to, updates and upgrades) reasonably requested by the Company and its
clients.

2. List of services to be provided by Service Provider:

• Website Development

• Admin panel

• vendor panel

• User Dashboard

• ____________________________________________________(Any
Data Base other
services).
3. LICENSE GRANT
Service Provider hereby grants to the Company for the Term of this Agreement, a
non-exclusive right and license throughout the world to copy, distribute, transmit,
display, perform, and otherwise use in whole or in part, in connection with the
client’s requirement, for itself with respect to the ordering, sale, and distribution of
the Company's and its clients' products and services, including, without limitation,
the right to arrange, rearrange, revise, change, adapt, alter, modify, and create
derivative works of the Service Provider’s Technology.

4. TERM OF THE AGREEMENT:

This AGREEMENT and the provisions hereof, except as otherwise provided, shall
be in full force and effect commencing on the date of execution by both parties and
shall extend for an Initial Term of ________
1 month (the “Term”).

5. Survival:
Any provisions of this Agreement which by its terms imposes continuing obligation
on either party shall survive termination of this agreement.

6. Terms of Payment:
• Milestones
•
1. At Start - 20,000/-
2. After the database and backend connectivity is ready - 20,000/-
3. After the vendor dashboard is ready - 20,000/-
4. After 50/- work - 20,000/-
5. After complete work and tested - 20,000/-

7. APPLICABLE LAW AND RESOLUTION OF DISPUTES:

The parties shall Endeavour to resolve any dispute or difference arising from this
AGREEMENT or any transaction or performance or non-performance under this
AGREEMENT, by mutual discussion. Any such dispute or difference, which cannot
be so resolved within a period of 30 days then all claims and disputes arising under
or relating to this Agreement are to be settled by binding e-arbitration. With an
 objective resolve the dispute, PrivateCourt (PDR Organization Pvt Ltd) shall
conduct the e-arbitration and the parties shall be bound by any and all rules of
PrivateCourt (PDR Organization Pvt Ltd) and any award/decision rendered. Any
such arbitration shall be conducted by an experienced arbitrator/lawyer (to be
appointed by Private Court (PDR Organization Pvt Ltd)) and shall include a written
record of the arbitration hearing. Any decision or award as a result of any such
arbitration proceeding shall be in writing and shall provide an explanation for all
decisions. An award of arbitration may be confirmed/executed in a court of
competent jurisdiction. The seat of arbitration shall be Mumbai. Entire Arbitration
proceeding will be conducted online through e-filing and video conferencing and
award will be provided in physical form on appropriate stamp paper.

8. SEVERABILITY:
If any provision of this Agreement is held to be invalid or unenforceable under
applicable laws, such provision shall be invalid or unenforceable only to the extent
of such invalidity or unenforceability without invalidating or rendering
unenforceable the remainder of this Agreement.

9. NON-POACHING:
• Service Provider hereby legally, and irrevocably bind themselves into guarantee
to Outsourcing Company that they shall not directly or indirectly interfere with,
circumvent or attempt to circumvent, avoid, by-pass or obviate Outsourcing
Company’s interest or the interest or relationship between “The Parties” with
procedures, seller, buyers, brokers, dealers, distributors, refiners, investors,
shippers, financial instructions, potential and current clients, a) to change,
increase or avoid directly or indirectly payments of established or to be
established fees, commissions, equity stakes, or continuance of pre-established
relationship; b) intervene in un-contracted relationships with contacts introduced
to Outsourcing Company in an effort to bypass the introducing the party; or c)
 solicit, interfere with, disrupt, alter or attempt to disrupt or alter the relationship,
contractual or otherwise, between Outsourcing Company and any other potential
investor to the Investment, in connection with any on-going and future
transaction.

• Service Provider shall not approach Outsourcing Company’s clients and

contacts directly or indirectly, especially clients and contacts introduced to
Service Provider by Outsourcing Company.

• Service Provider shall keep Outsourcing Company informed of all discussions

that take place between themselves and parties, contacts and clients introduced
by Outsourcing Company during the course of outstanding, including
discussions relating to future business opportunities.

• Service Provider shall ensure that in specific projects where by Outsourcing

Company is acting as the point of contact for a client which allows them to deal
directly with a potential client introduced to them by Outsourcing Company,
Outsourcing Company shall be informed of the development of the discussions,
transactions by receiving copies of the correspondence made between the client
and party.

• Service Provider guarantees that Outsourcing Company will pay the fee owed to
the circumvented Party, Outsourcing Company, for any financial / business
transaction they have engaged in

• Service Provider guarantees that it will pay a legal monetary penalty that is equal
to the commission or fee of the circumvented Party to Outsourcing Company, in
case of circumvention, should have realized in such transactions, by the
person(s) engaged on the circumvention for each occurrence. If Outsourcing
 Company commences legal proceedings to interpret or enforce the terms of
THIS AGREEMENT, the party will be entitled to recover court costs and
reasonable attorney fees.

10. CONFIDENTIAL INFORMATION:

In order to allow Service Provider to perform its services, Outsourcing Company
will provide Service Provider with certain information that is confidential and
proprietary to Outsourcing Company. Service Provider agrees that all information
provided by Outsourcing Company to Service Provider in connection with or
relating to its services shall be considered “Confidential Information” of
Outsourcing Company, regardless of whether the information is marked as
“confidential” or “proprietary.” In addition, Service Provider agrees that all
information which Service Provider receives or has access to while performing
work, either on Outsourcing Company premises, or elsewhere shall be presumed to
be “Confidential Information.” Confidential Information shall include, but is not
limited to, all current and future products of Outsourcing Company and all
information contained in Service Provider’s computer systems and all documents,
drawings, data flows, passwords, system flows, data, processes, technology,
specifications, financial information, business plans, clients and other information
disclosed orally, in writing, or by any other media, to Service Provider by
Outsourcing Company.

11. NON-DISCLOSURE:
In consideration for the opportunity to perform the Project and receive the
Confidential Information, Service Provider agrees that it will not disclose or reveal
any Confidential Information to any party, except that Service Provider may
disclose the Confidential Information to those employees of Service Provider who
require access to the Confidential Information in order to complete the Project.
Service Provider agrees that it will instruct all such employees to keep the
 information confidential, in accordance with the provisions of this Agreement, and
will obtain the written agreement of such employees to preserve the confidentiality
of the Confidential Information.

12. USE:
Service Provider acknowledges that Outsourcing Company is providing the
Confidential Information only for the limited purpose of enabling Service Provider
to perform its services for its clients. In consideration for the opportunity to perform
its services and receive the Confidential Information, Service Provider agrees that
it will not use, or authorize anyone else to use, any Confidential Information for any
other purpose. The transfer of Confidential Information to Service Provider shall
not be construed as granting Service Provider any license or rights in or to the
Confidential Information, except the limited right to use the Confidential
Information as necessary to perform its services.

13. Copies and Return of Confidential Information:

Service Provider shall not make any copies of Confidential Information without
Outsourcing Company 's prior written consent. Upon the termination of this
agreement, or earlier if so requested by Outsourcing Company, Service Provider
will immediately return to Outsourcing Company all originals and copies of the
Confidential Information, including all notes, computer disks, records, drawings or
other documents. Service Provider will not retain, or allow any employees to retain,
any copies of the materials so returned and will discontinue all further use of the
Confidential Information.

14. Confidentiality and Non-poaching Period:

The Non-Poaching and Confidential Information shall continue to be subject to the
provisions of this agreement for 5 years following the date of disclosure of the
Confidential Information and clients of Outsourcing Company.
15. Remedies
Service Provider recognizes that violation of its obligations concerning Non-
poaching and Confidential Information is grounds for immediate termination of any
agreement in effect between Service Provider and Outsourcing Company. No such
termination shall preclude Outsourcing Company from pursuing any other remedies
which may be available. Service Provider acknowledges that the Non-poaching and
Confidential Information is important, material and confidential to Outsourcing
Company. Therefore, Service Provider agrees that the remedy at law for any breach
of this Agreement would be inadequate and that, in addition to any other remedies
available.

16. Force Majeure:

No party shall be liable for, nor shall such party be considered in breach of this
Agreement due to, any failure to perform its obligations under this Agreement as a
result of a cause beyond its control, including any act of God or a public enemy or
terrorist, act of any military, civil or regulatory authority, change in any law or
regulation, fire, flood, earthquake, storm, pandemic or other like event, disruption
or outage of communications, power or other utility, labor problem, unavailability
of supplies, or any other cause, whether similar or dissimilar to any of the foregoing,
which could not have been prevented by such party with reasonable care (each, a
"Force Majeure Event"). Within 24 hours of the occurrence of a Force Majeure
Event, the affected party shall notify the other party of the occurrence by sending
an e-mail message to the other party. In addition, the affected party shall provide to
the other party within seven (7) days of determining the cause of the Force Majeure
Event a written explanation concerning the circumstances that caused the Force
Majeure Event. The time for performance required of the affected party shall be
extended by the period of such delay provided the party is exercising diligent efforts
to overcome the cause of such delay.
17. Mutual Indemnification:
Each party (the "Indemnifying Party") hereby agrees to save, defend, indemnify and
hold harmless the other party and its officers, directors, Proprietor, employees,
consultants and agents (each an "Indemnified Party") from and against any and all
losses, damages, liabilities, expenses and costs, including reasonable legal expense
and attorneys' fees ("Losses"), to which the Indemnified Party may become subject
as a result of any claim, demand, action or other proceeding by any Third Party to
the extent such Losses arise directly or indirectly out of activities performed by the
Indemnifying Party pursuant to this Agreement, except to the extent such Losses
result from the gross negligence or willful misconduct of any Indemnified Party.

18. Non-Waiver:
No delay, neglect or forbearance on the part of Outsourcing Company in enforcing
against the Investor, any term or condition of this Agreement shall either be or be
deemed to be a waiver or in any way prejudice any right of the Outsourcing
Company under this Agreement.

19. NOTICES:
Any notice pursuant to this Agreement shall be given by fax, electronic mail or letter
and the onus of confirmation of receipt of such notices shall be on the sender. Any
notice pursuant to this Agreement shall be addressed to the parties’ addresses given
on the first page of this Agreement.

20. ENTIRE AGREEMENT AND AMENDMENTS:

This Agreement is the entire agreement between the parties and supersedes all
earlier and simultaneous agreements regarding the subject matter concerning
specific to its services as specified above, including, without limitation, any
invoices, business forms, purchase orders, proposals or quotations. This Agreement
may be amended only in a written document, signed by both parties. IN WITNESS
WHEREOF, the parties execute this Agreement as of the Effective Date i.e. ____th
08
_____________,
June 2021. Each person who signs this Agreement below represents that
such person is fully authorized to sign this Agreement on behalf of the applicable
party.

For Aquilla Digital Private Limited

___________________________________
(Mr./Mrs._____________________(Managing Director and Authorized
Signatory))

For _________________________________________________
Maestros Infotech

____________________________________
(Mr./Mrs._____________________(Managing
Mayank saxena Director and Authorized
Signatory))