NON-DISCLOSURE AGREEMENT (NDA)

FOR BITRO LAB’S

This Non-Disclosure Agreement (“Agreement”) is entered into on this ___ day of __________ 2026 between:

DISCLOSING PARTY

BitRo Lab’s Address: ____________________________________ Email: ______________________________________ Phone: ______________________________________

(hereinafter referred to as the “Company”)

AND

RECEIVING PARTY

Name: _______________________________________ Address: _____________________________________ Email: _______________________________________ Phone: _______________________________________

(hereinafter referred to as the “Recipient”)

Both parties collectively referred to as the “Parties”.

1. PURPOSE

The Recipient may receive confidential or proprietary information from BitRo Lab’s for purposes including:

employment
freelancing
consulting
partnerships
software development
project collaboration
business discussions

The Recipient agrees to protect such information according to this Agreement.

2. CONFIDENTIAL INFORMATION

“Confidential Information” includes but is not limited to:

source code
APIs
software architecture
client databases
credentials
internal dashboards
server configurations
financial records
pricing models
business strategies
customer information
security systems
AI models or datasets
unpublished products
technical documentation
proprietary algorithms

Confidential Information may exist in written, digital, oral, visual, or electronic form.

3. OBLIGATIONS OF RECIPIENT

The Recipient agrees to:

keep all confidential information strictly private
use information only for authorized purposes
prevent unauthorized access or disclosure
not copy or distribute confidential materials
maintain reasonable security practices
immediately report any unauthorized disclosure

The Recipient shall exercise at least the same degree of care used to protect their own confidential information.

4. RESTRICTIONS

The Recipient shall NOT:

disclose company information publicly
share credentials or access tokens
reverse engineer proprietary systems
copy software or databases
sell or transfer confidential information
use company data for personal benefit
use confidential information to compete with BitRo Lab’s

5. INTELLECTUAL PROPERTY

All software, inventions, source code, systems, designs, databases, trademarks, documentation, and intellectual property developed or shared by BitRo Lab’s remain exclusive property of the Company.

No ownership rights are transferred under this Agreement.

6. EXCLUSIONS

Confidential Information shall not include information that:

becomes publicly available without breach
was lawfully known before disclosure
is independently developed without use of confidential information
is legally required to be disclosed by law or court order

7. RETURN OR DESTRUCTION OF MATERIALS

Upon request or termination, the Recipient shall:

return all confidential documents
delete digital copies
revoke unauthorized access
destroy stored confidential materials

The Recipient shall certify destruction if requested.

8. TERM

This Agreement shall remain effective for ___ years from the date of signing.

Confidentiality obligations may survive termination indefinitely for trade secrets and sensitive security information.

9. DATA SECURITY

The Recipient agrees to use appropriate technical and organizational measures to protect:

client data
passwords
source code
cloud infrastructure
databases
API credentials

Unauthorized system access or negligent handling shall constitute material breach.

10. BREACH & REMEDIES

Any breach of this Agreement may cause irreparable harm to BitRo Lab’s.

The Company shall have the right to seek:

injunctive relief
legal damages
financial compensation
termination of engagement
recovery of losses

11. NON-COMPETE & NON-SOLICITATION

For a period of ___ months after termination, the Recipient shall not:

directly misuse confidential information to compete
solicit company employees using confidential data
solicit clients using proprietary information

subject to applicable Indian laws.

12. GOVERNING LAW

This Agreement shall be governed by laws of India.

13. DISPUTE RESOLUTION

Disputes shall first be resolved amicably.

If unresolved, disputes shall be referred to arbitration under Indian law.

14. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties regarding confidentiality.

Any amendments must be made in writing.

SIGNATURES

BITRO LAB’S

Authorized Signatory

Name: _______________________

Signature: ___________________

Date: _______________________

RECIPIENT