Mutual Non-Disclosure Agreement

Parties. This Mutual NDA ("Agreement") is entered into between the User registering on Pahlastep ("You") and Innovexsis Consulting ("Innovexsis"), operator of the Pahlastep marketplace, on its own behalf and as authorised agent for the counter-party seller or buyer disclosed to You through the Platform ("Counter-party"). You, Innovexsis and the Counter-party are each a "Party" and collectively the "Parties".

1. Purpose. The Parties wish to evaluate a potential transaction concerning the purchase, sale, licensing, transfer or representation of a digital business asset listed or to be listed on Pahlastep (the "Purpose"). For this Purpose, the Parties may exchange Confidential Information.

2. Confidential Information. Means any non-public information disclosed under this Agreement, including (but not limited to) seller identity, traffic, revenue, customer lists, source code, credentials, supplier contracts, follower analytics, listing valuations, asking price, negotiation positions, financial statements, technology stack, employee details, and any commentary by Innovexsis on these. Confidential Information is owned by the disclosing Party.

3. Exclusions. Confidential Information does not include information that (a) was publicly available without breach of this Agreement, (b) was lawfully in the receiving Party's possession before disclosure, (c) is independently developed without use of Confidential Information, or (d) is required to be disclosed by law, court or regulator (subject to prompt written notice to the disclosing Party where lawful).

4. Obligations. The receiving Party shall (i) use Confidential Information solely for the Purpose, (ii) protect it with at least the same degree of care it uses for its own confidential information and never less than a reasonable standard, (iii) limit access to representatives bound by equivalent confidentiality obligations, (iv) not copy, reproduce, decompile or reverse-engineer beyond what is necessary for the Purpose, and (v) not contact end-users, employees, customers or vendors of the disclosing Party identified through this disclosure for the duration of this Agreement.

5. No solicitation; no circumvention. For 24 months from the Effective Date, You shall not (a) approach the Counter-party directly to negotiate or close the transaction outside the Platform, or (b) use any Confidential Information to bypass Innovexsis as the introducing intermediary. Breach entitles Innovexsis to a circumvention fee equal to the platform commission it would otherwise have earned, in addition to any other remedy.

6. No licence. Disclosure of Confidential Information does not grant any licence, ownership or right in the underlying intellectual property, trade marks or know-how except as expressly stated.

7. Term & survival. This Agreement begins on Your acceptance and remains in force for 3 years, except that obligations relating to trade secrets continue for as long as the information qualifies as a trade secret under Indian law. Termination of an account does not release any Party from accrued obligations.

8. Return / destruction. On written request after termination, the receiving Party shall return or destroy all Confidential Information and certify the same in writing within 15 days, save for one archival copy retained for legal recordkeeping under encryption.

9. Remedies. The Parties acknowledge that monetary damages may be inadequate for breach. The disclosing Party is entitled to seek injunctive relief in addition to any other remedy available in law or equity, without the requirement of posting bond.

10. No warranty. Confidential Information is provided "as is" without representation or warranty of accuracy or completeness, except those expressly given in a fully-signed definitive transaction document.

11. Governing law & jurisdiction. This Agreement is governed by the laws of India. Disputes shall be resolved by sole-arbitrator arbitration under the Arbitration & Conciliation Act, 1996, seated in Bengaluru, in English. Subject to arbitration, courts at Bengaluru have exclusive jurisdiction.

12. Entire agreement. This NDA, together with the Pahlastep Terms & Conditions, constitutes the entire understanding between the Parties on its subject and supersedes all prior discussions. No modification is effective unless in writing and accepted in-app by both Parties.

By ticking "I accept the Terms & Conditions and the Mutual NDA" at signup — and again before unlocking confidential listing details — You agree You have read, understood and accept this Agreement on Your own behalf and, where applicable, as authorised signatory of Your organisation.