Protect sensitive business information with this Confidentiality and Non-Disclosure Agreement (NDA). Establish clear obligations, safeguard proprietary data, and define terms for secure information sharing between parties.

[to be executed on stamp paper of requisite value]

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (“Agreement”) is executed on the 18^th Day of March  2026 at New Delhi.

BY AND BETWEEN

Flair Pharma,   a company incorporated under the Companies Act, 1956, having its registered office at Panchkula, India  (hereinafter referred to as “Flair Pharma” which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its representatives, successors-in-interest and permitted assigns) of the ONE PART;

AND

[insert name], a company incorporated under the Companies Act, 2013, having its [registered office/ principal place of business] at [insert address],represented herein by [•], duly authorized vide resolution of its Board of Directors dated [•](hereinafter referred to as the “Participant” which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its representatives, successors-in-interest and permitted assigns) of the OTHER PART,

FLAIR PHARMA and the Participant may hereinafter jointly be referred to as “Parties” and individually as a “Party”;

WHEREAS:

1. FLAIR PHARMA is inter-alia engaged in the business of developing, manufacturing and selling various pharmaceutical products since 1924, and has a good reputation in the pharma industry, which it enjoys owing to its high-quality trusted medicines and high business ethics.

2. The Participant is inter-alia engaged in the business of providing IT services( IT infrastructure assessment, Network and Security Implementation Services,IT infrastructure management, Validation and Compliance)  (“Services”) and has represented FLAIR PHARMA that it has relevant skill, experience, expertise, capability and facilities to provide Services as may be required by FLAIR PHARMA (“Proposed Relationship”)

3. The Participant acknowledges that during the discussions for provision of the Services, the Participant shall have access to certain confidential, proprietary and non-public information concerning FLAIR PHARMA’s business and properties.

4. The Participant agrees and undertakes to treat all proprietary information disclosed by FLAIR PHARMA, whether in writing or otherwise, as confidential so as to protect and preserve FLAIR PHARMA’s proprietary rights in such information, and not to use such information other than in accordance with this Agreement and for no other purpose.

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS, TERMS AND CONDITIONS AND UNDERSTANDINGS SET FORTH IN THIS AGREEMENT, AND OTHER GOOD AND VALUABLE CONSIDERATION (THE RECEIPT AND ADEQUACY OF WHICH ARE HEREBY MUTUALLY ACKNOWLEDGED), THE PARTIES AGREE AS FOLLOWS:

1.          DEFINITIONS

The following capitalized words shall, unless contrary to the context, have the meanings ascribed to them in this clause:

“Affiliates”     means, with respect to a Party, any corporation, firm, partnership or other entity that controls, is controlled by or is under the common control with such Party. An entity or person shall be deemed to be in control of another entity (controlled entity) if the former owns directly or indirectly at least 50% (fifty percent) of the capital or the voting power in such entity or controlling the majority of the composition of the Board of Directors, or power to direct the management or any policies of such entity by contract.

“Authorised Person”        means any of the Representative(s) and/or Affiliates of the Participant.

“Confidential Information”                  means all such non-public information as FLAIR PHARMA may from time to time disclose/ provide to the Participant, whether, orally or in writing, physical or in visual / machine readable form, including but not limited to (a) any and all material information, ideas, documents, concepts, operations, application(s) or its contents, patents, patents applications, research, product plans, products, developments, innovations, drawings, activities, specifications, designs, inventions, know how, discoveries, techniques, processes, plant diagrams, engineering, formulae, markets, regulatory information, medical reports, clinical data and analysis, reagents, cell lines, biological materials, chemical formulas, business plans,  strategies, agreements with third parties, services, customers, marketing, pricing, proposals, finances, computer data and/or programme, records, customer or client products, customer or client lists, customer or client databases, attorney-work product, intellectual property, training and recruiting procedures, accounting procedures, the status and content of FLAIR PHARMA’s contracts with its customers and clients, FLAIR PHARMA’s business philosophy, and servicing methods and techniques at any time used, developed, or investigated by FLAIR PHARMA, development, commercialization and other activities of FLAIR PHARMA, trade secrets, tactical, scientific, statistical, commercial or technical information of any kind (whether in existence at the date hereof or hereafter to come into existence) including any copies thereof, reproductions, duplicates or notes in any form whatsoever, regardless of whether such information are marked or otherwise designated as “Confidential Information” belonging to, owned and/or possessed by FLAIR PHARMA ; (b) any information, product, or other materials created by the Participant using, reflecting or including any part of the proprietary information of FLAIR PHARMA; (c) the terms and conditions of this Agreement and the existence of the discussions between the Parties with respect to the Services and/or the Proposed Relationship; and/or (d) any other information of FLAIR PHARMA, which has been provided/disclosed by FLAIR PHARMA to the Participant in relation to the Proposed Relationship.

“Effective Date”               means the date on which this Agreement has been signed by the Parties.

“Representative(s)”          means directors, officers, employees, consultants and agents.

2.         NON-DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION

            The Participant agrees and undertakes that it shall:

(i)               not use Confidential Information for any purpose other than in connection with the Proposed Relationship.

(ii)              not disclose or permit disclosure of any Confidential Information to third parties without FLAIR PHARMA’s prior written consent, except as expressly provided herein;

(iii)       restrict the possession, knowledge and use of the Confidential Information to its Representatives who: (i) need to know the Confidential Information in connection with the Proposed Relationship, (ii) are informed of the confidential nature of the Confidential Information, and (iii) are required to fulfil obligations with respect to the Confidential Information in accordance with this Agreement. The Participant shall ensure that its Representatives comply with this Agreement by obtaining from them a non-disclosure undertaking to this effect and shall also notify FLAIR PHARMA, in writing, the names of each such Representative.

(iv)       be responsible for any and all breach of this Agreement by its Representatives.

(v)        Forthwith take all necessary measures to protect the secrecy of and avoid disclosure of or use of Confidential Information, directly and/or indirectly, to/by any unauthorized person in order to prevent it from falling into the public domain or into the possession of person(s) other than those persons authorized under this Agreement to access any such Confidential Information. Such measures shall include, but shall not be limited to, the highest degree of care that the Participant utilizes to protect its own confidential information of a similar nature.

(vi)            forthwith notify to FLAIR PHARMAin writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of the Confidential Information or any other breach of this Agreement by the Participant and/or any Authorized Person which may come to the Participant’s attention and/or knowledge.

(vii)          not use Confidential Information to compete with FLAIR PHARMAor to obtain any kind of commercial advantages over FLAIR PHARMA;

(viii)         not remove from FLAIR PHARMA’s premises any Confidential Information including any documents, files, records, correspondence, notes, or other papers (including copies), without FLAIR PHARMA’s prior written permission; and

(ix)            not reverse engineer, disassemble or decompile any samples, prototypes, software or other tangible objects which embody the Confidential Information.

             PROVIDED, the Participant shall not be considered in breach of its undertakings and the obligations herein contained if the Participant can prove to the satisfaction of FLAIR PHARMAthat the Confidential Information:

• was in the public domain at the time it was disclosed by FLAIR PHARMAas is evident from the records. For the avoidance of doubt, Confidential Information shall not be deemed to be generally available to the public by reason only that it is known to only a few of those people to whom it might be of commercial interest and a combination of two or more portions of the Confidential Information shall not be deemed to be generally available to the public by reason only of each separate portion being so available;

• is disclosed by the Participant with FLAIR PHARMA’s prior written approval;

• becomes known to the Participant, without restriction, from a source other than FLAIR PHARMA (i.e. from a party who does not owe an obligation of confidentiality to FLAIR PHARMA), without breach of this Agreement by the Participant and otherwise not in violation of FLAIR PHARMA’s rights hereunder;

• is disclosed pursuant to the order or requirement of a court or concerned governmental authority(ies), provided, however, that the Participant before disclosing any Confidential Information, shall give prompt written notice of such order or requirement of the court and/or of the concerned governmental authority(ies) to FLAIR PHARMAand shall, at FLAIR PHARMA’s cost, fully cooperate withFLAIR PHARMAto enable FLAIR PHARMAto seek a protective order or otherwise prevent or restrict such disclosure; or

• is independently developed by the Participant without relying in any way on the Confidential Information, as is proven by tangible evidence.

3.         Disclaimer of Warranties. All information including all Confidential Information is provided on an “as is” basis.FLAIR PHARMAdisclaims any warranty, express, implied, statutory or otherwise, regarding the accuracy, completeness, functionality, non-infringement, its fitness for a particular purpose or its merchantability of the information provided to the Participant pursuant to this Agreement. 

4.         No Duplication; Return of Materials. The Participant agrees and undertakes, except as otherwise expressly authorized by FLAIR PHARMAin writing, not to make any copies, extracts, duplicates or other reproduction of any Confidential Information or any part thereof, and all Confidential Information made available hereunder shall be returned in original or, where directed by FLAIR PHARMA destroyed promptly, by the Participant to FLAIR PHARMA, together with all copies forthwith without retaining any copies thereof in any form whatsoever after (a) the expiration or early termination of this Agreement or (b) upon written request by FLAIR PHARMA at any time, and where the Confidential Information has been destroyed, the Participant shall provide proof of such destruction to FLAIR PHARMA. For avoidance of doubt, return or destruction of the Confidential Information to FLAIR PHARMA shall not relieve the Participant from its confidentiality and non-disclosure obligations hereunder which shall survive for the tenure as provided in this Agreement. Notwithstanding anything contained herein, the Participant shall, if mandatorily required to do so under applicable laws, be permitted to retain a copy of such Confidential Information in respect of which such legal obligation exists and the Participant shall be bound by all the obligations contained herein with respect to the retained copy(s). 

5.         Ownership of Confidential Information.FLAIR PHARMAis and shall at all times remain, both before and after disclosure, the exclusive owner of all the Confidential Information, including, without limitation, all patent, copyright, trade secret, trademark and other intellectual property rights therein.  No license or any other right, including any right of ownership, is granted to the Participant under this Agreement or by any disclosure under this Agreement upon the terms and conditions as contained herein. Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property right of FLAIR PHARMA, nor shall this Agreement grant the Participant any rights in or to FLAIR PHARMA’s Confidential Information other than the limited right to review such Confidential Information solely for the purpose of determining whether or not to enter into the Proposed Relationship. The Participant understands that nothing in this Agreement requires (a) mandatory disclosure of any Confidential Information, which shall be disclosed, if at all, solely at FLAIR PHARMA’s discretion, or (b) FLAIR PHARMA to proceed with the Proposed Relationship or any transaction in connection with which the Confidential Information may be disclosed.

6.      Neither Party shall have an obligation under this Agreement to receive from, or render to, the other Party any service, or to deal exclusively or enter into negotiations with the other Party in any field.

7.      Both the Parties expressly agree that (i) no exclusivity is granted to each other hereunder in relation with the Proposed Relationship; (ii) the disclosure of the Confidential Information by FLAIR PHARMA hereunder shall not be taken as any obligation, offer or any other form of commitment on the part of FLAIR PHARMA to proceed with any transaction or other arrangement with the Participant in relation/connection with the Proposed Relationship; (iii) the Participant shall incur and/or bear all costs and expenses for evaluation of the Confidential Information and/or in relation thereto; and (iv) any further arrangement in relation/connection with the Proposed Relationship, if any, shall be subject to the conclusion of the separate/definitive agreement(s), all the terms and conditions of which to be mutually agreed upon by the Parties.

8.      Any discovery or invention or secret process or improvement in procedure, made or discovered, by the Participant during the Term of this Agreement and/or at a later date as a result of activities conducted pursuant to this Agreement in connection with or in any way affecting or relating to the Confidential Information, or capable of being used or being adopted for use by the Participant, shall immediately be disclosed to Flair Pharma and shall belong to and be the absolute property of Flair Pharma and the same hereby stands irrevocably and unconditionally assigned in perpetuity in favor of Flair Pharma or such third party as may be nominated by Flair Pharma at its sole discretion. The Participant shall do, execute and perform or cause to be done, executed and performed all acts, deeds, and things as may be required by Flair Pharma for assignment of such discovery or invention or secret process or improvement in procedure in favor of Flair Pharma or to such other person(s)/ entity as Flair Pharma may nominate.

9.       Term. This Agreement will be effective for a period of ten (10) years reckoned from the Effective Date, unless earlier terminated upon written notice by one Party to the other or superseded by virtue of execution of a definitive agreement between the Parties with respect to the subject matter hereof. Early termination upon written notice will be effective thirty (30) days after mailing of said notice. The obligations of confidentiality (i.e. Clause 2), Clause 5 and Clauses 9 to 17, shall survive even after the expiration or termination of this Agreement.

10.     Successors and Assigns. The terms and conditions of this Agreement shall be binding upon the respective successors and assigns of the Parties, provided that FLAIR PHARMA’s Confidential Information or any part thereof shall not be assigned without FLAIR PHARMA’s prior written consent. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

11.     Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision(s) shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with the rest of its terms.

12.     Independent Contractors. The Parties hereto are independent legal entities and nothing contained in this Agreement shall be construed to constitute either Party as partners, joint-venturers, co-owners or otherwise as participants in a joint or common undertaking with respect to the other Party.

13.     Remedies; Indemnification. The Parties hereto agree that the obligations of the Participant set forth in this Agreement are necessary and reasonable to protect the legitimate interests of FLAIR PHARMA and its business. The Participant hereby expressly agrees that due to the unique nature of FLAIR PHARMA’s Confidential Information, monetary damages would be inadequate to compensate FLAIR PHARMA for any breach by the Participant(or its Representatives) of the covenants and agreements set forth in this Agreement. Accordingly, the Participant agrees and acknowledges that any such violation or threatened violation shall cause, apart from monetary damages, irreparable injury to FLAIR PHARMA and that, in addition to any other remedies that may be available, in law, in equity or otherwise, FLAIR PHARMA shall be entitled to (a) obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the Participant and/or its Authorized Person, without the necessity of proving actual damages, and (b) be indemnified by the Participant from any loss or harm, including but not limited to attorney’s fees, arising out of or in connection with any breach or enforcement of the Participant’s obligations under this Agreement or the unauthorized use or disclosure of FLAIR PHARMA’s Confidential Information.

14.     Amendment and Waiver. Any term of this Agreement may only be amended with the written consent of the Parties. Any amendment effected in accordance with this clause shall be binding upon the Parties and their respective successors and assigns. Failure to enforce any provision of this Agreement or part thereof by a Party shall not constitute a waiver of any term hereof by such Party.

15.     Entire Agreement.  This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof, and shall supersede, cancel and replace any and all previous agreements, arrangements, writings or undertakings in this behalf between the Parties hereto.

16.     Counterparts.  This Agreement shall be executed in two counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

17.     Arbitration & Governing Law: All and any disputes, differences and/or claims arising between the Parties hereto in relation to the scope and interpretation of the clauses of this Agreement or any other provisions, including, the respective rights and the obligations and the breach thereof, shall be finally settled by a sole arbitrator appointed by FLAIR PHARMAin accordance with the Arbitration and Conciliation Act, 1996 and its amendments carried from time to time. The Arbitration shall be conducted at New Delhi in English Language. This Agreement shall be governed by the laws of India. Each of the Parties hereto consents to the arbitration and to the exclusive jurisdiction of the Courts of New Delhi.

18.     Export Control: The Participant hereby expressly acknowledges that FLAIR PHARMA’s Confidential Information may contain data which are subject to Indian export control regulations. The Participant represents and  warrants that it shall, at all times, deal with the Confidential Information in accordance with applicable laws, including export control regulations, and the terms hereof.

The Parties have executed this Agreement as of the date first above written.