NON-CIRCUMVENTION, NON-DISCLOSURE

AND NON-COMPETE AGREEMENT

This Non-Circumvention, Non-Disclosure and Non-Compete Agreement (the

"Agreement") is entered into as of the 5th day of JANUARY, 2024, by and
between Etta Global Partners LLC (“the disclosing party”), located in San
Juan Puerto Rico, represented in this agreement by Joseph I.Z. Goldman (“the
receiving party”) with Sheetanshu Srivastava office located in Hyderabad,
Telangana, to wit (“Etta Global Partners LLC”, and “” being sometimes
referred to herein individually as a “Party” and collectively as the “Parties”):

WHEREAS, each party wishes to disclose to the other party Confidential

Information in relation to the Potential Transactions, as stipulated under
Attachment 1 the addendum included for this agreement (the
“addendum”); and

WHEREAS, each party wishes to ensure that the other party maintains
the confidentiality of the Information; and

WHEREAS, in connection with providing Information, each Party agrees

that they will not circumvent the other Parties with regard to the
Transaction;

WHEREAS, the receiving party may be retained as an independent

contractor with the disclosing party for the position of UI/UX Design
Lead. In addition to this responsibility or position, this Agreement also
covers any position or responsibility now or later held with the disclosing
party (the “Retainer”);

WHEREAS, as a result of the Retainer, the receiving party will receive

from, or develop on behalf of the disclosing party, certain proprietary or
confidential information (the “Confidential Information”) and the
disclosing party has sought assurance this will not be exploited to gain a
competitive advantage;

NOW THEREFORE, in consideration of the benefits to the parties of the

disclosure of the Confidential Information, the parties have agreed to
comply with the following terms in connection with the use and
disclosure of Confidential Information.

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1. Definitions for purposes of this Agreement
a. Disclosing Party and Receiving Party. Disclosing party would be the
party who shares information, and the receiving party is the one who
receives the information provided.

b. Definition of Confidential Information. For purposes of this

Agreement, “Confidential Information” shall include all information
or material that has or could have commercial value or other utility
in the business in which Disclosing Party is engaged. Such information
shall include, but not be limited to contracts, documents, files,
printouts, websites, and other printed and digital information
provided by the Disclosing party and also the names, telephone
numbers, addresses, fax numbers, email addresses, etc. of the
contact, parties, and/or source(s) provided by the Disclosing Party.
The Parties acknowledge that the Confidential Information may be
written, oral, graphic, pictorial, recorded, or stored and transmitted
in digital form or any digital format; and such information is deemed
valuable, special or unique assets of the Disclosing Party that were
developed or obtained through investment of significant time, efforts
and expense, and that access to such information would not be
possible but for the relationship of the Parties hereunder. Receiving
Party's obligations under this Agreement do not extend to information
that is: (a) publicly known at the time of disclosure or subsequently
becomes publicly known through no fault of the Receiving Party; (b)
discovered or created by the Receiving Party before disclosure by
Disclosing Party; (c) learned by the Receiving Party through
legitimate means other than from the Disclosing Party or Disclosing
Party's representatives; or (d) is disclosed by Receiving Party with
Disclosing Party's prior written approval.

c. Definition of Work Product. For purposes of this Agreement, “Work

Product” means work product information, including but not limited
to, work product resulting from or related to work or projects
performed or to be performed for the disclosing party or for
customers of the disclosing party, of any type or form in any stage of
actual or anticipated research and development.

d. Definition of Computer Software. For purposes of this Agreement,

“Computer Software” means computer software resulting from or
related to work or projects performed or to be performed for the
disclosing party or for customers of the disclosing party, of any type
or form in any stage of actual or anticipated research and
development, including but not limited to, programs and program
modules, routines and subroutines, processes, algorithms, design
concepts, design specifications (design notes, annotations,
documentation, flowcharts, coding sheers, and the like), source
code, object code and load modules, programing, program patches
and system design.

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 e. Definition of Other Proprietary Data. For purposes of this
Agreement, “Other Proprietary Data” means information relating to
the disclosing party’s proprietary rights prior to any. Public disclosure
of such information, including but not limited to, the nature of the
proprietary rights, production data, technical and engineering data,
test data and test results, the status and details of research and
development of products and services, and information regarding
acquiring, protecting, enforcing, and licensing proprietary rights
(including patents, copyrights and trade secrets).

f. Definition of Business Operations. For purposes of this Agreement,

“Business Operations” means operational information, including but
not limited to, internal personnel and financial information, vendor
names and other vendor information (including vendor characteristic,
services and agreement), purchasing and internal cost information,
internal services and operational manuals, and the manner and
methods of conducting the disclosing party’s business.

g. Definition of Marketing and Development Information. For purposes

of this Agreement, “Marketing and Development Information” means
marketing and development information, included but not limited to,
marketing and development plans, price and cost date, price and fee
amounts, pricing and billing policies, quoting procedures, marketing
techniques and methods of obtaining business, forecast assumptions
and volumes, and future plans and potential strategies of the
disclosing party which have been or are being considered.
h. Definition of Customer Information. For purposes of this Agreement,
“Customer Information” means customer information, included but
not limited to, names of customers and their representatives,
contracts and their contents and parties, customer services, data
provided by customers and the type, quantity and specifications of
products and services purchased, leased, licensed, or received by
customers of the disclosing party.
2. Pre-Existing Relationships. In the event that any third parties already
have a pre-existing working relationship or have previously made contact
with any parties to this Agreement via other means, and such third
parties were not introduced by any parties to this Agreement, such
third-party contacts and/ or sources are not subject to the restrictions,
terms and conditions of this Agreement.
3. Obligations of Receiving Party. Receiving Party shall hold and maintain
the Confidential Information in strictest confidence for the sole and
exclusive benefit of the Disclosing Party. Receiving Party shall carefully
restrict access to Confidential Information to any employees,
contractors, agents, and any other third parties as is reasonably required
and shall require those persons to sign non-disclosure restrictions at
least as protective as those in this Agreement. Receiving Party shall not,
without prior written approval of Disclosing Party, use for Receiving
Party's own benefit, publish, copy, transmit, use, or otherwise disclose

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 to others, or permit the use by others for their benefit or to the
detriment of Disclosing Party, any Confidential Information. Receiving
Party shall return to Disclosing Party any and all records, documents,
graphics, electronic files, notes, and other written, printed, or
electronic copies, or other tangible materials or digital files in its
possession pertaining to Confidential Information immediately if
Disclosing Party requests, it in writing.

4. Compensation. In the event that negotiations between the Parties for

consummation of the Transaction with a specific opportunity is
completed within 24 months of the introduction of the Agreement, then
Etta Global Partners LLC will pay the compensation stipulated under the
Addendums to be included.
5. Time Periods. The nondisclosure provisions of this Agreement shall
survive the termination of this Agreement and Receiving Party's duty to
hold Confidential Information in confidence shall remain in effect until
the Confidential Information no longer qualifies as a trade secret or until
Disclosing Party sends Receiving Party written notice releasing Receiving
Party from this Agreement, whichever occurs first.
6. Non-Circumvention. The Receiving Party expressly agrees not to
circumvent, avoid, bypass or obviate the Disclosing Party in any manner,
directly or indirectly, to avoid payment of fees, royalties, or any other
obligation in any way involving any of the parties introduced and
Confidential Information disclosed pursuant to this Agreement, or any
transaction contemplated here under, or other business arrangement
arising out of or connected in any way to the Confidential Information.

7. Return of Confidential Information. Unless a business agreement,

contract, or other business arrangement is entered into, each Party
agrees to return or destroy, with written confirmation, all Confidential
Information in any form upon conclusion of the evaluation of entering
into the transaction or other business arrangement or upon the specific
request of the Disclosing Party.
8. Remedies. The Receiving Party agrees and acknowledges that the
Confidential Information is of a proprietary and confidential nature and
that any failure to maintain the confidentiality of the Confidential
Information in breach of this Agreement cannot be reasonably or
adequately compensated for in money damages and would cause
irreparable injury to the Disclosing Party. Accordingly, the Receiving
Party agrees that the Disclosing Party is entitle to, in addition to all
other rights and remedies available to it al law or equity, an injunction
restraining the Receiving Party, any of its personnel, and agents of the
Receiving Party, from directly or indirectly committing or engaging in
any act restricted by this Agreement in relation to the Confidential
Information.
9. Non- Competition. The Receiving Party agrees that during the Retainer,
the Receiving Party will not give advice or lend credit, money or the

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 Receiving Party’s reputation to any natural person or business entity
engaged in a competing business in any geographic area in which the
Disclosing Party conducts its business, and the Receiving Party will not,
directly or indirectly, as employee, owner, sole proprietor, partner,
director, member, consultant, agent, founder, co-venturer or otherwise,
solely or jointly with others, engage in any business that is in
competition with the business of the Disclosing Party within the San Juan
and Metropolitan area of Puerto Rico or any other region that access to
the website or where the platform and offerings can be available;
Furthermore, Recognizing the receiving party will discuss and potentially
participate in development of new features and concepts, with unique
business proposition, features and marketing concepts. Whereas;
aforementioned will be retained for use, solely by the disclosing party.
10. Non-Solicitation. The Receiving Party understands and agrees that any
attempt on the part of the Receiving Party to induce other employees or
contractors to leave the Disclosing Party’s workforce, or any effort by
the Receiving Party to interfere with the Disclosing Party’s relationship
with its other employees and contractors would be harmful and
damaging to the Disclosing Party. The Receiving Party agrees that during
the Retainer, and for a period of six (6) months after the end of hat
term, the Receiving Party will not in any way or indirectly:

a. Induce or attempt to induce any employee or contractor of the

Disclosing Party to quit employment or retainer with the Disclosing
Party;
b. Otherwise interfere with or disrupt the Disclosing Party’s relationship
with its employees and contractors;
c. Discuss employment opportunities or provide information about
competitive employment to any of the Disclosing Party’s employees
or contractors; or
d. Solicit, entice, or hire away any employee or contractor of the
Disclosing Party for the purpose of an employment opportunity that
us in competition with the Disclosing Party.
This non-solicitation obligation as described in this section will be
limited to employees or contractors who were employees or contractors
of the Disclosing Party during the period that the Receiving Party was
retained by the Disclosing Party. During the retainer and six (6) months
thereafter, the Receiving Party will not divert or attempt to divert from
the Disclosing Party any business the Disclosing Party had enjoyed,
solicited, or attempted to solicit, from its customers, prior to
termination or expiration, as the case may be, od the retainer.

11. Integration. The Parties agree that this Agreement constitutes the
entire Agreement and the understanding of the Parties concerning
subject matter hereof and this Agreement supersedes all previous
communications, proposals, representations, and agreements, whether
oral or written, relating thereto, among these parties. This Agreement
may not be amended except in a writing signed by both Parties.

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 12. Severability. Should any provisions at this Agreement be held by a court
of law to be illegal, invalid or unenforceable, the legality, validity and
enforceability of the remaining provisions of this Agreement shall not be
affected or impaired thereby and shall continue to be in effect.

13. Governing Waiver. The failure to exercise any right provided in this
Agreement shall not be a waiver of prior or subsequent rights.

14. Governing Law. All matters affecting the interpretation of this

Agreement and the rights of the parties hereto shall be governed by the
laws of the United States and the Commonwealth of Puerto Rico,
without reference to rules governing choice of laws. This Agreement and
each party's obligations shall be binding on the representatives, assigns,
and successors of such party. Each party has signed this Agreement
through its authorized representative.

15. Assignment. Except as otherwise provided in this agreement or in the

addendum, no party may assign, sub-contract or deal in any way with,
any of its rights or obligations under this agreement or any document
referred to in it.

16. Jurisdiction. The parties irrevocably agree that the courts of the
Commonwealth of Puerto Rico shall have exclusive jurisdiction to settle
any dispute or claim that arises out of or in connection with this
agreement or its subject matter or formation (including non-contractual
disputes or claims).

17. Attorney fees. In the event of any dispute arising out of the subject
matter of this agreement, the prevailing party shall be entitled to
recover, in addition to any other damages assessed or relief afforded, its
attorney fees and court costs incurred in litigating or otherwise settling
or resolving such dispute hereunder.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the

date first set forth above.

______________________________ ______________________________
By: By:
Etta Global Partners LLC
By: Joseph I.Z. Goldman 1C neelkanth Apt
Authorized Representative
Main Morabadi road ranchi

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