NON – DISCLOSURE AGREEMENT

THIS NON – DISCLOSURE AGREEMENT (“Agreement”) is made effective on this day of 2024, Bangalore between:

ARCA Alternatives IM LLP, a limited liability partnership incorporated under the provisions of the Limited Liability Partnership Act, 2008, and having its registered office at 12th Floor ,C Wing ,Mittal Tower, New No 21, Old No 6/47, Mahatma Gandhi Road, Bangalore North - 560001, Karnataka, India, (hereinafter referred to as “ARCA Alternatives” , which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its affiliate companies, successors, legal representatives and permitted assigns);

AND

__________________________ having its registered office at/residing at ______________________, in the state of Karnataka, India (hereinafter referred to as the “_________”, which expression shall be used interchangeably and shall, unless repugnant to the context or meaning thereof, be deemed to include his/her successors, legal representatives and permitted assigns) of the LAST PART.

(ARCA Alternatives and ____________________ are hereinafter individually referred to as a “Party” and collectively referred to as the “Parties”)

The party disclosing the information shall be the Discloser and the party receiving the information shall be the Recipient.

WHEREAS:

ARCA Alternatives is a Limited Liability Partnership engaged in the business of providing Investment management services for ARCA Alternatives Fund 1, a SEBI registered Category 2 Alternative Investment Fund. Its website is https://www.arcaalternatives.com/ (“Company”).

In the course of the their engagement, either party will receive, or otherwise have access to items and information associated with the Discloser or the Business of the Discloser pertaining to inter alia the Confidential Information, New digital products, sales, documentation, marketing and trading techniques, information and materials, customer, correspondence, records, financial information, computer systems, computer software applications, business plans and other information which is confidential and proprietary.

The Parties are now desirous of entering into this Agreement to record their understanding, define their mutual rights and obligations and the terms and conditions under this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the Parties hereto covenant and agree as follows:

1. DEFINITIONS

The following terms shall have the following meanings assigned to them herein below:

“Applicable Laws” means all laws, brought into force and effect by any Government authorities including rules, regulations, guidelines, regulations, by-laws, directions and notifications (as may be amended or enacted from time to time) made there under and judgments, decrees, injunctions, writs and orders of any court of record, as may be in force and effect.

“Confidential Information” means and includes:

(a) Intellectual Property;

(b) details of the products, technology, business and finances of Discloser;

(d) any databases of clients and suppliers;

(e) other information relating to Discloser (whether or not such information is recorded in writing or on computer disk or tape);

(f) details of employees and other consultants of Discloser including but not limited to details of their salary;

(g) the prices at which goods and services are supplied by ARCA Alternatives to their Clients

(h) details of any negotiations taking place with existing or potential suppliers and existing or potential clients;

(i) details of business plans, profits, expenses and financial arrangements with third parties;

(j) information as to the identity, requirements, or finances of third parties pertaining to the business of Discloser; and

(k) any other information which is notified to the Recipient as being confidential or is marked as such relating to the Discloser or any third party or any employee/ consultant of Discloser.

“Governmental Authority” means any national, state or local government authority, statutory authority, government department, agency, commission, board, tribunal or court or other Applicable Law, rule or regulation making entity; and

“Intellectual Property” means any patent, licenses, copyright, database rights, software embedded in the equipment or stand-alone software, registered design or other design right, prototype, trade secrets, utility model, trade mark (including any rights in get up or trade dress), brand name, service mark, trade name, eligible layout right, and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether registerable or not and wherever existing in the world, including all applications, renewals, extensions and revivals of, and all rights to apply for, any of the foregoing and any other intellectual and industrial prototypes and property rights and methodologies subsisting or recognized under Applicable Laws or any other applicable jurisdiction.

2. CONFIDENTIALITY OBLIGATION

2.1 The Recipient shall keep all Confidential Information strictly confidential during the currency of this Agreement and for a period of (5) five years from the date of expiration or earlier termination of this Agreement and shall not sell, trade, publish or otherwise disclose to any third party any Confidential Information.

2.2 Except for any specific exceptions provided in this Agreement, the Recipient shall not disclose, use, or permit the use of Confidential Information otherwise than in connection with carrying on their duties for facilitating the business operations of the Discloser.

2.3 The Recipient agrees that the Confidential Information will be used solely for the purpose of carrying out their duties and that such information will be kept confidential by the Recipient, except to the extent that disclosure of such information is required as stipulated in Clause 3 of this Agreement. The Recipient undertakes that such information will be kept confidential to the extent that disclosure of such information is made as stipulated in Clause 3 hereunder or is made to the Company’s employees, officers and directors or representatives (hereinafter referred to as “Company’s Representatives”) who need to know such information for the purpose of carrying out their duties during the course of employment/partnership with the Discloser. Without the prior written consent of the Recipient, the Company’s Representatives shall not, disclose to any person the Confidential Information except to the extent that disclosure of such Confidential Information is made in accordance with Clause 3.

2.4 The Recipient shall take all reasonable measures to restrain the Company’s Representatives from prohibited or unauthorized disclosure or use of the Confidential Information.

2.5 Recipient indemnify the Discloser against any evidence from the Discloser to prove that the material/documents/mails given are shared with any unsolicited parties without taking explicit written approval from the Discloser

2.6 The Recipient shall take all effort to keep the data confidential shared by the Discloser.

3. DISCLOSURE REQUIRED BY LAW

3.1 In the event that the Recipient is requested or required by law, regulation, Governmental Authority or body or other applicable governmental order or order of a relevant court of law or tribunal to disclose all or any part of the Confidential Information, the Recipient, as the case may be, will make reasonable efforts to provide such information, to the extent permitted under applicable laws. The Recipient, as the case may be will, subject as required under Clause 3.2, exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed.

3.2 The Recipient may disclose Confidential Information to the extent that it is required to be disclosed by an applicable law or competent judicial, Governmental Authority or other body or as applicable, subject to providing prior written intimation to the Discloser.

4. SURVIVAL

Notwithstanding the termination/expiry of this Agreement with respect to any Party and notwithstanding any other provision of this Agreement, each Party's rights and obligations under this Agreement shall survive for a period (3) years after such termination/expiry.

5. WAIVER

5.1 Any term or condition of this Agreement may be waived at any time by the Discloser. Such waiver must be in writing and must be executed by an authorized officer of the Discloser. A waiver on one occasion will not be deemed to be a waiver of the same or either under breach or non-fulfillment on a future occasion. All remedies, either under this Agreement, or by law or otherwise afforded, will be cumulative and not alternative.

5.2 No delay in exercising or omission to exercise any right, power or remedy accruing to a Party under this Agreement shall impair any such right, power or remedy or shall be construed to be a waiver thereof or any acquiescence in such default, nor shall the action or inaction of a Party in respect of such default or any acquiescence by it in any default, affect or impair any right, power or remedy of a Party in respect of any other default.

5.3 Nothing in this Agreement shall be construed as the grant of or as any agreement to grant any rights (whether expressed, implied or otherwise) or transfer any property in respect of the Confidential Information.

6. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

The Recipient upon termination/expiry or earlier determination of this Agreement shall return any material in the Recipient’s possession or control, that bears, embodies or refers to the Confidential Information of the Discloser.

7. GOVERNING LAW

This Agreement is to be governed by and construed in accordance with the laws of India and the Parties agree to submit to the jurisdiction of the Courts at Bengaluru in respect of the matters arising out of this Agreement which may not be settled by mutual accord within a reasonable time. The Recipient agrees that the Discloser may obtain, in addition to any other legal remedies, which may be available, such relief (including an injunctive relief) as may be necessary.

8. TERM & TERMINATION

8.1 This Agreement shall be effective from the date it is executed and shall be valid unless terminated earlier at any time upon written notice to that effect by either Party to the other.

8.2 Without prejudice to the generality of sub-Clause 8.1, the provisions of Clause 4, shall continue to be in force after termination of this Agreement.

9. SEVERABILITY

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

10. NOTICES AND DELIVERY

Any notice or other communication required or permitted by this Agreement shall be deemed to have been sufficiently given either when personally delivered or mailed or sent by e-mail to the individual representatives and addresses of the Parties specified herein. The individuals designated below shall, unless and until otherwise specified in writing by another authorized representative of the Party, be the only individuals eligible to receive any and all written notices under this Agreement:

For ARCA Alternatives IM LLP,

Name: Mr. Anshuman Tiwari

Address: 12th Floor, C Wing, Mittal Towers, M.G Road, Bangalore 560001

Tel. No.: 9342552715

E-mail: anshuman@indiassetz.com

For _________________________

Name:

Address:

Tel. No.:

E-mail:

11. SIGNATORIES

Each Party confirms to the other that its signatory to this Agreement is duly and properly authorised to execute this Agreement.

12. REMEDY

12.1 Recipient agrees that, due to the unique nature of the Confidential Information, the unauthorized disclosure or use of the Confidential Information of the Discloser may cause irreparable harm and significant injury to Discloser, the extent of which would be difficult to ascertain and for which there would be no adequate remedy at law. Accordingly, Recipient agrees that Discloser, in addition to any other available remedies, shall have the right to an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Agreement. Recipient shall notify Discloser in writing immediately upon Recipient’s becoming aware of any such breach or threatened breach. And the Recipient shall indemnify the Discloser from any and all losses, claims damages and expenses.

12. 2 It is hereby expressly agreed and understood by the Parties herein that the aforesaid compensation is without prejudice to the rights of the Discloser to seek further reliefs, remedies or compensation as may be available to the Discloser under the relevant law in force in India.

13. ENTIRE AGREEMENT

13.1 This Agreement constitutes the entire, complete, final understanding and agreement between the Parties concerning the disclosure of the Confidential Information and supersedes any previous understandings, commitments, or agreements, oral or written.

13.2 No modification or amendment to this Agreement including appendices shall be binding upon the Parties unless made in writing and signed by a duly authorized representative of both Parties.

13.3 Any failure or delay by either Party in exercising any right, power or privilege hereunder shall not constitute a waiver nor shall any single or partial exercise thereof preclude any further exercise of any right, power or privilege.

IN WITNESS WHEREOF, Discloser and Recipient have executed this Agreement as of the date first above written. ARCA Alternatives IM LLP and the party providing consent.