Non-Disclosure Agreement (NDA) Template

SANMIRAA

Technologies Pvt. Ltd.

NON-DISCLOSURE AGREEMENT

(NDA) — TEMPLATE

СОГЛАШЕНИЕ О НЕРАЗГЛАШЕНИИ ШАБЛОНА

For Major Projects & Strategic Engagements / Для крупных проектов

Last updated / Последнее обновление: June 2026

sanmiraa.com | sanmiraa2026@gmail.com

ENGLISH VERSION

This template is provided by Sanmiraa Technologies Pvt. Ltd. (“Sanmiraa”) for use in connection with major projects, strategic partnerships, B2B engagements, investor discussions, and other situations requiring the protection of confidential information shared between Sanmiraa and a third party. The bracketed fields below should be completed before execution.

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of the date of last signature below (the “Effective Date”) by and between:

Party A (Sanmiraa): ______________________________________________

Sanmiraa Technologies Pvt. Ltd., a company with its principal place of business as registered, contactable at sanmiraa2026@gmail.com and sanmiraa.com (“Sanmiraa”).

Party B (Counterparty): ______________________________________________

Legal entity name: ______________________________________________

Registered address: ______________________________________________

Authorised representative: ______________________________________________

Contact email: ______________________________________________

(Sanmiraa and the Counterparty are each individually a “Party” and together the “Parties”.)

WHEREAS the Parties wish to explore, evaluate, negotiate, or participate in a potential business relationship, project, partnership, integration, investment, or transaction (the “Purpose”), and in connection with the Purpose, each Party may disclose certain confidential and proprietary information to the other;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Definitions

Confidential Information

Any information disclosed by either Party (“Disclosing Party”) to the other (“Receiving Party”), whether orally, in writing, electronically, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation: business plans, financial information, technical data, source code, AI models and training methodologies, product roadmaps, customer and supplier lists, pricing, marketing strategies, designs, and any other proprietary or commercially sensitive material.

Purpose

The specific business relationship, project, evaluation, or transaction described in the preamble of this Agreement, or as further specified in an accompanying project brief or term sheet.

Representatives

A Party’s employees, officers, directors, professional advisors, and contractors who have a legitimate need to know the Confidential Information for purposes of the Purpose, and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

2. Obligations of Confidentiality

Each Receiving Party agrees to:

Hold the Disclosing Party’s Confidential Information in strict confidence and protect it using at least the same degree of care that it uses to protect its own confidential information of similar nature, but in no event less than a reasonable degree of care.

Use the Confidential Information solely for the Purpose and for no other purpose whatsoever.

Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as permitted under Section 3.

Limit access to the Confidential Information to those Representatives who have a legitimate need to know it for the Purpose, and ensure such Representatives are bound by confidentiality obligations at least as protective as those set out in this Agreement.

Promptly notify the Disclosing Party in writing upon becoming aware of any unauthorised use or disclosure of the Confidential Information, and cooperate reasonably with the Disclosing Party to mitigate any resulting harm.

3. Permitted Disclosures

A Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or a valid order of a court or governmental authority, provided that, to the extent legally permitted, the Receiving Party:

Gives the Disclosing Party prompt written notice of the requirement prior to disclosure, so that the Disclosing Party may seek a protective order or other appropriate remedy.

Discloses only the portion of the Confidential Information legally required to be disclosed.

Uses reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.

4. Exclusions from Confidential Information

This Agreement imposes no obligation with respect to information that the Receiving Party can demonstrate:

Was already known to the Receiving Party without restriction prior to disclosure by the Disclosing Party, as evidenced by written records.

Is or becomes publicly available through no breach of this Agreement by the Receiving Party.

Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation owed to the Disclosing Party.

Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by written records.

5. No Licence or Transfer of Rights

Nothing in this Agreement shall be construed as granting any licence, ownership interest, or other right in or to the Confidential Information, other than the limited right to use it for the Purpose. All Confidential Information, and all intellectual property rights therein, remain the exclusive property of the Disclosing Party.

This Agreement does not obligate either Party to disclose any particular information, to enter into any further agreement, to proceed with the Purpose, or to engage in any business relationship with the other Party.

6. Term and Duration of Obligations

This Agreement is effective from the Effective Date and continues for a period of

[e.g. 2 years] from the Effective Date, unless terminated earlier by either Party on 30 days’ written notice.

The confidentiality obligations in Sections 2 and 3 survive termination or expiration of this Agreement and remain in effect for a period of

[e.g. 5 years] from the date of disclosure of the relevant Confidential Information. For Confidential Information that constitutes a trade secret under applicable law, the confidentiality obligations survive for as long as the information remains a trade secret.

7. Return or Destruction of Confidential Information

Upon the earlier of (a) the written request of the Disclosing Party, or (b) the termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party’s election:

Return all materials containing Confidential Information to the Disclosing Party; or

Destroy all such materials and certify such destruction in writing to the Disclosing Party.

Notwithstanding the foregoing, the Receiving Party may retain a single archival copy of Confidential Information solely for legal compliance purposes, subject to the continued confidentiality obligations of this Agreement, and may retain Confidential Information stored in automated backup systems until the ordinary deletion cycle of such systems, provided such retained information is not accessed or used other than for compliance purposes.

8. No Warranty

All Confidential Information is provided “as is”. The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information disclosed under this Agreement. Neither Party shall have any liability to the other resulting from the use of Confidential Information disclosed under this Agreement, except as set out in Section 9.

9. Remedies

Each Party acknowledges that unauthorised disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages alone may be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to prevent or restrain any breach or threatened breach of this Agreement, without the necessity of posting a bond, in addition to any other remedy to which it may be entitled.

10. Confidentiality of This Agreement

The existence and terms of this Agreement, and the fact that discussions are taking place between the Parties regarding the Purpose, shall themselves be treated as Confidential Information, except to the extent disclosure is necessary to enforce this Agreement or is otherwise permitted under Section 3.

11. Governing Law and Dispute Resolution

This Agreement is governed by the laws specified below, selected based on the Counterparty’s primary jurisdiction:

For Counterparties based in the Russian Federation: the laws of the Russian Federation, with disputes subject to the jurisdiction of the competent courts of the Russian Federation.

For Counterparties based in the Republic of India: the laws of the Republic of India, with disputes subject to the jurisdiction of the competent courts of India.

For all other Counterparties: applicable international commercial law, with disputes resolved by binding arbitration in accordance with international commercial arbitration rules, conducted in the English language.

Prior to initiating formal proceedings, the Parties agree to attempt good-faith resolution of any dispute through direct negotiation between senior representatives for a period of at least 15 business days.

12. General Provisions

12.1 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, whether written or oral, relating to such subject matter.

12.2 Amendment

This Agreement may only be amended by a written instrument signed by authorised representatives of both Parties.

12.3 Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Sanmiraa may assign this Agreement to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to the Counterparty.

12.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

12.5 No Waiver

No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.

12.6 Counterparts

This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

13. Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

SANMIRAA TECHNOLOGIES PVT. LTD.

COUNTERPARTY

Signature: _______________________

Signature: _______________________

Name: _______________________

Name: _______________________

Title: _______________________

Title: _______________________

Date: _______________________

Date: _______________________

14. Contact

For all questions regarding this NDA template or to request a finalised version for execution:

Email: sanmiraa2026@gmail.com

Website: sanmiraa.com

Legal entity: Sanmiraa Technologies Pvt. Ltd.