NON-DISCLOSURE ANDINTELLECTUAL PROPERTY

RIGHTS AGREEMENT

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NON-DISCLOSURE AND INTELLECTUAL PROPERTY

RIGHTS AGREEMENT

This Non-Disclosure Agreement (hereinafter to be referred as the AGREEMENT) made on

this 8th Day of July, 2020 between M/S Shaw Enterprises (hereinafter to be referred as

OWNER)having commercial address at 41, Ground Floor, Part 1 Market,Greater Kailash I,

Greater Kailash, Delhi – 110048and M/S Edcon Innovations (hereinafter to be referred to as

RECIPIENT) having commercial address at DTTDC, Under Flyover Facility, Raja Garden

Crossing Ring Rd, New Delhi 110015, having solemnly agreed upon disclosure of the

invention, design, technical-knowledge and trade secrets of V-CON Hydrostatic

Precipitators (hereinafter to be referred as INFORMATION) which the OWNER has

developed though vivid dispense of self-resilient techniques and abilities to the RECIPIENT

in furtherance of innovative enhancement and economic evaluation.

AND WHEREIN, the RECIPIENT is obligated to maintain the confidentiality of the

information of the OWNER as has been agreed upon.

HENCE, in furtherance of the above AGREEMENT the OWNER and RECIPIENT shall

legally oblige to the following averments:

I. CONFIDENTIAL INFORMATION

1) In furtherance of this AGREEMENT, “CONFIDENTIAL INFORMATION”means

all business or technical information of OWNER, whether it is received, accessed or

viewed by RECIPIENT in writing, visually, electronically or orally. It shall also

include, without limitation, technical information, marketing and business plans,

databases, specifications, formulations, tooling, prototypes, sketches, models,

drawings, specifications, procurement requirements, engineering information,

samples, computer software (source and object codes), forecasts, identity of or details

about actual or potential customers or projects, techniques, inventions, discoveries,

know-how and trade secrets. The material and/or documents which shall envisage the

confidential information shall be exhibited as “CONFIDENTIAL” to facilitate the

RECIPIENT in acknowledging the importance of such material and/or documents.

2) In furtherance of the INFORMATION the RECIPIENT has the liability not to

disseminate, sell or reproduce in terms of commercial value any INFORMATION to

any individual or entity, unless with the express validated permission of the OWNER.

Also, the RECIPIENT has undertaken the responsibility to maintain the

confidentiality of the INFORMATION and shall execute adequate and cogent

measures in order to restrict inadvertent dissemination of any or all of the

INFORMATION.

3) On the occasion of possessing or retrieve of any part or all of the INFORMATION

before the commencement of this AGREEMENT belonging to the OWNER the

RECIPIENT shall furnish the same to the OWNER by a written description within 30

days from the commencement of this AGREEMENT.

4) The RECIPIENT shall have the right to disseminate the INFORMATION to its

employees, sub-contractors, workers, patent office personnel, researchers, who shall

adhere to the norm of confidentiality.

5) This AGREEMENT does not pertain to the nature of a proposal of sale or grant of

license to the RECIPIENT by the OWNER. During the subsistence of the

AGREEMENT all the material and/or documents envisaged with the

INFORMATION shall be the sole property of the OWNER.

II. PRIVILEGES

The right to claim for any obligation for confidentiality of any such information which

is thereby creating any proprietary rights being already in application to domain

previous to the receipt of the such information from the OWNER, shall be entitled to

the RECIPIENT, herewith. Liability as to the confidentiality of the information and

materials shall not extend to:

1) Information which is already in use in the public domain, general

knowledge.

2) Information acquired by RECIPIENT from any third party.

III. RESTRICTIONS

In furtherance of Heading I Clause 3 (Confidential Information), the RECEIPIENT is

obligated to:

1) The prevention of disclosure or operation of any INFORMATION of the

OWNER to any individual or entity.

2) The prevention of reproduction of such confidential information in any

form.

3) Restrict and Obliterate the unlawful reveal of such information and adhere

necessary mechanism to prevent the same.

4) Return all the material and/or documents which persist to confidential

information of the OWNER at the request of the latter.

IV. INTELLECTUAL PROPERTY

A. TITLE AND COPYRIGHT ASSIGNMENT

In furtherance of the utilization of the INFORMATION as mentioned in the cause

title of this agreement, the RECIPIENT irrevocably assents to the following:

1) All services or work (hereinafter to be referred as WORK) generated by the

RECIPIENT with the use of the aforementioned INFORMATION shall be the sole

and exclusive property of the OWNER.

2) The OWNER and its successors has the exclusive authority to utilize such WORK

exempting any obligation to commercialize, file for registration in the nature of

Intellectual Property with the right of obliterating such application as it may deem

appropriate, and without any royalty, commission or any other such form of

remuneration derived as in utilization of such WORK to be conferred to the

RECIPIENT.

3) For the purpose of this chapter, the WORK shall be considered as “Work made for

hire” as defined under section 17 of the Copyright Act, 1957, thereby inculcating

the proprietary rights in the OWNER. Also, the right to initiate and represent in

necessary legal proceedings pertaining to such work without any limitations for

any past, present or future issues globally, persists upon the OWNER.

4) For the purpose of any copyright arising in the form as prescribed in section 57 of

the Copyright Act, 1957, the RECIPIENT delegates its rights to the OWNER and

without any restrictions may allow the OWNER to inculcate such rights in

benevolence to the discretion of the OWNER.

5) For the purpose of this agreement the WORK generated shall at all times fall under

the connotation of confidential information and to ensure the veracity of the rights

mentioned under this head the RECIPIENT shall undertake necessary actions to

preserve such rights.

B. PATENT ASSIGNMENT

1) The RECIPIENT shall voluntarily make elicit reveal of any new inventions or

developments (hereinafter to be referred as INVENTION) as such with the

assistance of the use of such INFORMATION in the course of this commercial

assimilation with the OWNER.

2) The term INVENTION shall not include any developments or inventions by the

RECIPIENT not within the normal working hours and exempting the use of

INFORMATION as defined under this AGREEMENT.

3) For the purpose of this AGREEMENT any potential evolution of patent or

patentable claims or registration developed or generated in India and/or throughout

the world by the RECIPIENT, herewith, the RECIPIENT acknowledges to

delegate and assign such right of claim and authority to represent in case of legal

contretemps to the OWNER, which shall include the rights of entering into foreign

agreements for this purpose being in governance under any foreign instrument.

4) For the purpose of this sub-chapter, the RECIPIENT shall at all times assist and

cooperate with the OWNER in procuring, preserving and implementing such

claims for the patent in India and/or throughout the world with the scope of

sustaining such title of the patent.

V. COVENANT NOT TO SUE

For the purpose of this AGREEMENT, the RECIPIENT cannot institute,

prosecute any legal action in furtherance of any assertion, ultimatum or instance

of action arising out of the INFORMATION provided by the OWNER.

VI. DAMAGES AND SPECIFIC PERFORMANCE

For the purpose of this AGREEMENT any breach of the terms mentioned herewith

by the RECIPIENT, which causes unalienable damage to the OWNER, thereby

making it impossible to fetch any legal resonance, shall on the occurrence of such

breach by the RECIPIENT entitle the owner to monetary relief, specific

performance of the AGREEMENT to reimburse the OWNER with such necessary

damages.

VII. NO WAIVER

For the purpose this AGREEMENT, the non-performance or default of any

provision shall not entitle that party from non-compliance of other provisions.

Waiver of rights can only be conducted vide mutual express written compliance

which shall not wave the performance or demand for other rights at any

circumstances.

VIII. SEVERABILITY

Wherein, any provision under this AGREEMENT is obliterated as invalid,

inconsistent or obscure under any competent laws of this country, by any

equivalent competent court, such provision shall be replaced by an alternative

provision of equivocal nature by mutual necessary efforts of both the parties for

implementation, notwithstanding the other provisions which are in appliance.

IX. MERGING/MODIFICATION IN WRITING

For the purpose of this AGREEMENT, all previous agreements made between the

OWNER and the RECIPIENT shall be revoked ab-initio, or be modified if

required not except with the prior consideration of both the parties. Nevertheless,

The RECIPIENT has the obligation to abide by the confidentiality norms of

previous INFORMATION received from the OWNER.

X. DURATION

The AGREEMENT shall be terminated only with the mutual compliance of both

the Parties in writing, vide the formation of a separate agreement for termination

for this purpose.

XI. CHOICE OF LAW

For the purpose of this AGREEMENT, the existing and applicable laws of the

Republic of India shall be considered for its validation. Any discrepancy, issue,

claims, arising out of the averments mentioned in this AGREEMENT shall be

adjudicated by the competent forum of Alternative Dispute Resolution being

governed by Arbitration and Conciliation Act, 1996.

THEREBY IN PRESENCE OF WITNESS, the AGREEMENT is hereby executed

as on the date mentioned below.

OWNERRECIPIENT

M/S. Shaw EnterprisesM/S. Edcon Innovations

(Signature)(Signature)

Date: 08-07-2020Date: 08-07-2020