1.1 "Affiliate" means, in relation to a Party, any entity that controls, is controlled by, or is under common control with that Party, where control means the direct or indirect ownership of more than fifty per cent (50%) of the voting rights or the power to direct management.

1.2 "Confidential Information" means any information disclosed by or on behalf of the Discloser to the Recipient in connection with the Purpose, in any form and by any means, whether or not marked or identified as confidential, which is not within 3. It includes information disclosed before the date of this Agreement in contemplation of the Purpose, and it includes the existence and content of any discussions between the Parties concerning the Purpose.

1.3 "Discloser" means the Party disclosing Confidential Information, including where the disclosure is made by its Affiliate or Representative.

1.4 "Permitted Recipient" has the meaning given in 5.1.

1.5 "Personal Data" means any data about an individual who is identifiable by or in relation to such data, and includes any equivalent term under any data protection law applicable to a Party.

1.6 "Purpose" means evaluating, scoping, negotiating and, if the Parties so decide, entering into a commercial relationship concerning the supply, deployment and operation of Pensieve for the Customer. It includes the security, architecture, privacy, clinical-operational and commercial assessment each Party must perform in order to reach that decision. It does not include any other purpose.

1.7 "Recipient" means the Party receiving Confidential Information, including where it is received by its Affiliate or Representative.

1.8 "Representative" means, in relation to a Party, its and its Affiliates' directors, officers, employees, and its professional advisers, auditors, insurers and contractors engaged in connection with the Purpose.

1.9 "Term" has the meaning given in 10.1.

1.10 "Trade Secret" means Confidential Information which (a) is not generally known to, or readily ascertainable by, persons within the circles that normally deal with that kind of information; (b) has commercial value because it is not so known; and (c) is subject to reasonable steps by the Discloser to keep it secret.

1.11 In this Agreement, headings are for convenience only; "including" means "including without limitation"; the singular includes the plural; a reference to a statute includes that statute as amended, re-enacted or replaced; and a reference to writing includes electronic form.

2.1 Each Party may use the other Party's Confidential Information only for the Purpose.

2.2 Neither Party acquires any right to use the other's Confidential Information for any commercial advantage outside the Purpose, including to compete with the Discloser, to solicit the Discloser's customers or suppliers, or to develop a product or service that incorporates the Discloser's Confidential Information.

2.3 This Agreement is mutual. Each Party may be Discloser in respect of some information and Recipient in respect of other information, and the obligations of a Discloser and a Recipient apply to each Party in each such capacity.

Confidential Information does not include information which the Recipient can demonstrate by contemporaneous written or electronic record:

3.1 is or becomes publicly available other than through a breach of this Agreement or of any other obligation of confidence owed to the Discloser;

3.2 was lawfully in the Recipient's possession, without restriction on disclosure, before it was received from the Discloser;

3.3 is lawfully received by the Recipient from a third party who is not, to the Recipient's knowledge, under any obligation of confidence in respect of it; or

3.4 is independently developed by or for the Recipient by persons who did not have access to the Discloser's Confidential Information.

Information does not fall within an exclusion merely because it is embraced by more general information that is within an exclusion, nor merely because a combination of its features is public where the combination itself is not.

4.1 The Recipient shall protect the Discloser's Confidential Information using no less care than it applies to its own confidential information of similar importance, and in no event less than a reasonable standard of care.

4.2 The Recipient shall keep the Discloser's Confidential Information within systems and premises under its control, restrict access to Permitted Recipients who need it for the Purpose, and maintain administrative, technical and physical safeguards appropriate to the sensitivity of the information.

4.3 The Recipient shall notify the Discloser without undue delay, and in any event within seventy-two (72) hours, of becoming aware of any unauthorised access to, use of, or disclosure of the Discloser's Confidential Information, and shall provide the information reasonably necessary for the Discloser to assess it. Where the incident involves Personal Data, DPA-GL-001 and the notification commitments referenced in it govern; this clause does not vary them.

4.4 This Agreement states no other security commitment. Pensieve Labs's security controls are described in the Security Addendum (ADD-GL-001) and the disclosures published in the Trust Center at https://trust.pensievelabs.org. Nothing in this Agreement is a representation that any system is secure against every attack.

5.1 The Recipient may disclose the Discloser's Confidential Information only to those of its Representatives who (a) need it for the Purpose, and (b) are bound by obligations of confidentiality and restricted use no less protective than those in this Agreement, whether by contract, by professional duty or by statute (each a "Permitted Recipient").

5.2 The Recipient shall ensure each Permitted Recipient complies with this Agreement, and is liable for any act or omission of a Permitted Recipient that would be a breach of this Agreement if done by the Recipient. This liability is not affected by the Permitted Recipient ceasing to be a Representative.

5.3 The Recipient shall, on the Discloser's written request, provide a list of the categories of Permitted Recipients to whom the Discloser's Confidential Information has been disclosed. Neither Party is required to name individuals.

5.4 Disclosure to any other person requires the Discloser's prior written consent.

6.1 The Recipient may disclose Confidential Information to the extent required by law, by a court, by an arbitral tribunal, by a regulator, or by the rules of a securities exchange.

6.2 Where it does so, the Recipient shall, to the extent it is lawfully permitted, (a) notify the Discloser promptly and before disclosure, so that the Discloser may seek protective relief; (b) disclose only that part of the Confidential Information which it is legally required to disclose, on the advice of its counsel; and (c) request confidential treatment of the material disclosed.

6.3 The Recipient is not obliged to commence, defend or continue any proceeding, or to incur any cost or penalty, in order to resist a disclosure required under 6.1. Where the Discloser seeks protective relief, the Recipient shall provide reasonable co-operation at the Discloser's cost.

6.4 Confidential Information disclosed under this clause remains Confidential Information for all other purposes.

7.1 All rights in Confidential Information remain with the Discloser. Nothing in this Agreement grants or is to be construed as granting any licence, assignment or other right, express or implied, under any patent, copyright, design, trade mark, database right, trade secret or other intellectual property right.

7.2 Disclosure of Confidential Information does not oblige the Discloser to disclose anything further, and does not create any obligation to update, correct or supplement anything disclosed.

7.3 No provision of this Agreement is to be read as a licence to use, copy, adapt, reverse-engineer, decompile or create derivative works from any software, and no such right is granted. Any rights in Pensieve are granted, if at all, only under an executed Master Services Agreement (MSA-IN-001) and the Order Form issued under it.

8.1 Neither Party is obliged to proceed with any transaction, to enter into any further agreement, to continue discussions, or to disclose any particular information. Either Party may terminate discussions at any time, for any reason or none, without liability.

8.2 This Agreement creates no exclusivity, no standstill, no restriction on either Party dealing with any third party, and no restriction on either Party employing or engaging any person.

8.3 Nothing in this Agreement restricts either Party from independently developing, acquiring, marketing or supplying products or services that compete with, or are similar to, those of the other Party, provided it does so without use of the other Party's Confidential Information. Pensieve Labs develops Pensieve as a platform for many hospitals and will continue to do so during and after any evaluation under this Agreement.

8.4 No binding obligation in relation to any transaction arises unless and until a definitive written agreement is executed by both Parties.

9.1 On the Discloser's written request at any time, and in any event within thirty (30) days of the end of the Term, the Recipient shall return or destroy the Discloser's Confidential Information in its possession or control, and shall on request confirm in writing that it has done so.

9.2 Carve-outs. 9.1 does not require the Recipient to return, destroy or expunge:

9.2.1 copies held in automated backup, archival, disaster-recovery or business-continuity systems made in the ordinary course, which cannot be selectively deleted without disproportionate effort;

9.2.2 copies retained under any applicable law, regulation, professional rule, records-retention obligation or bona fide legal hold, for so long as that obligation subsists;

9.2.3 one copy retained by the Recipient's legal advisers or auditors solely for the purpose of evidencing the scope of the engagement or complying with professional obligations; and

9.2.4 information incorporated into board minutes, committee papers, audit working papers or regulatory filings which cannot be withdrawn.

9.3 Confidential Information retained under 9.2 remains subject to this Agreement for so long as it is retained, notwithstanding 10.2, and shall not be accessed or used for any purpose other than the purpose for which it was retained. Retained backup copies shall be deleted in the ordinary course of the Recipient's backup rotation.

9.4 The Recipient is not required to destroy or alter any analysis, note or work product to the extent it does not contain, and cannot be reverse-engineered to reveal, the Discloser's Confidential Information.

9.5 Where the Customer requires a formal record of deletion, Pensieve Labs will issue one on the basis set out in the Data Deletion & Return Statement (DIS-GL-023). Nothing in this Agreement requires either Party to certify the destruction of material within 9.2.

10.1 Term of this Agreement. This Agreement begins on 31 July 2026 and continues for two (2) years, unless earlier terminated by either Party on thirty (30) days' written notice (the "Term"). Termination of the Term ends the right to make further disclosures under this Agreement. It does not end the obligations in 10.2.

10.2 Survival of the confidentiality obligation. The obligations in 2, 4, 5, 6 and 7 continue in respect of each item of Confidential Information for three (3) years from the date on which that item was disclosed, whether or not the Term has ended.

10.3 Trade Secrets. In respect of Confidential Information that is a Trade Secret, the obligations in 10.2 continue for so long as that information remains a Trade Secret, and are not limited by the three-year period. The Discloser bears the burden of establishing that information is a Trade Secret.

10.4 9 (return and destruction), 11 (no warranty), 12, 13, 15, 16, 17, 18 and 19 survive termination or expiry without limit of time.

10.5 Rolling term. Where the Parties continue to exchange Confidential Information for the Purpose after the Term ends without executing a replacement instrument, this Agreement is deemed to continue on the same terms for successive periods of twelve (12) months until either Party gives notice under 10.1.

11.1 All Confidential Information is provided "as is". The Discloser gives no warranty, representation or undertaking, express or implied, as to its accuracy, completeness, currency, fitness for any purpose, or non-infringement.

11.2 Neither Party is liable to the other for any loss arising from reliance on the other's Confidential Information, except where that loss arises from fraud or fraudulent misrepresentation.

11.3 Where the Customer supplies operational or financial information on which Pensieve Labs bases an assessment, proposal or baseline, Pensieve Labs's output is only as accurate as that input. Material error or omission in the input is a ground for revising the output, and is not a breach by either Party.

11.4 Nothing in this clause limits liability for breach of the confidentiality obligations in this Agreement.

12.1 Nothing in this Agreement restricts either Party, or any of its Representatives, from using the general skills, knowledge, know-how and professional experience acquired in the course of performing the Purpose, in the ordinary conduct of that Party's business.

12.2 12.1 is not a residuals licence. It does not permit, and shall not be construed as permitting, the use or disclosure of:

12.2.1 any Confidential Information of the other Party, whether recorded or retained in memory;

12.2.2 any Trade Secret; or

12.2.3 any Personal Data.

12.3 12.1 grants no licence under any intellectual property right and does not qualify 2, 4, 5 or 7.

13.1 This Agreement does not authorise the processing of Personal Data. It is a confidentiality instrument. It is not, and must not be relied upon as, the contract required between a Data Fiduciary and a Data Processor under the Digital Personal Data Protection Act, 2023, nor as a data processing agreement, data transfer instrument or authorisation under any other data protection law.

13.2 The Parties will conduct the Purpose using de-identified or synthetic data by default. Where the Purpose genuinely requires the disclosure of Personal Data, the Parties shall execute the Data Processing Agreement (DPA-GL-001) before that disclosure is made, and that agreement governs the processing.

13.3 Where Personal Data is disclosed to a Recipient without the Discloser's intention or without an executed DPA-GL-001 in place, the Recipient shall notify the Discloser without undue delay, shall not process that Personal Data for any purpose, and shall return or securely delete it on the Discloser's instruction, subject only to 9.2.

13.4 This clause does not vary DPA-GL-001, and DPA-GL-001 prevails over this Agreement in respect of Personal Data in all cases.

14.1 This Agreement may be executed electronically, including by Aadhaar eSign, by a Digital Signature Certificate issued by a Certifying Authority licensed under the Information Technology Act, 2000, or by any other electronic signature method the Parties accept in writing. It may also be executed by wet ink signature.

14.2 This Agreement may be executed in any number of counterparts, each of which is an original and all of which together constitute one instrument. Exchange of executed counterparts by electronic transmission is valid delivery.

14.3 Neither Party shall dispute the validity, enforceability or admissibility of this Agreement, or of any counterpart of it, on the ground that it was created, signed, delivered or retained in electronic form.

14.4 A scanned or electronically transmitted signature has the same effect as an original.

15.1 This Agreement is deemed to be executed at Bulandshahar, Uttar Pradesh, India, being the registered office of Edsol Edtech Pvt. Ltd., irrespective of where any Party affixes its signature.

15.2 Edsol Edtech Pvt. Ltd. shall bear the whole of the stamp duty payable on this Agreement, and shall procure the stamp certificate and bind it into the executed instrument. The Customer bears no share of it.

15.3 Where a Party is required to stamp a counterpart in another jurisdiction, that Party bears the duty on its own counterpart, and Edsol Edtech Pvt. Ltd. shall provide the certificate particulars of the principal instrument on request.

15.4 Failure to stamp does not affect the validity of this Agreement as between the Parties; it affects only admissibility, and any deficiency together with any penalty may be paid at the time of production.

16.1 Governing law. This Agreement, and any non-contractual obligation arising out of or in connection with it, is governed by Legal governing law.

16.2 Arbitration. Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration seated at Legal arbitration seat, before a sole arbitrator, in the English language. The award is final and binding. Arbitration is used in place of a forum-selection clause because an arbitral award is enforceable across the jurisdictions in which the Parties operate under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, 1958, whereas a court judgment is not uniformly so.

16.3 Interim relief. Nothing in 16.2 prevents either Party from applying to any court of competent jurisdiction for interim or protective relief, including an injunction, and such an application does not waive 16.2.

16.4 Edsol Edtech Pvt. Ltd. will move the governing law and the forum in 16.1 and 16.2 to the Customer's own jurisdiction on written request, without escalation. This is a pre-approved position under the Negotiation Playbook (PLY-GL-001). It is not a matter on which either Party should spend a week.

17.1 Each Party acknowledges that a breach of this Agreement may cause the other harm for which damages are not an adequate remedy, and that the other Party is entitled to seek injunctive relief, specific performance and other equitable relief in the forum determined under 16, in addition to any other remedy available at law.

17.2 Neither Party is required to prove actual damage, or to furnish security, as a precondition to seeking relief under 17.1. Whether such relief is granted is a matter for the court or tribunal.

17.3 The remedies in this Agreement are cumulative and not exclusive.

17.4 Neither Party is liable to the other under this Agreement for loss of profit, loss of revenue, loss of anticipated saving, loss of business opportunity or any indirect or consequential loss, except where that loss arises from a deliberate breach of 2 or 5, from misuse of a Trade Secret, or from fraud. This exception is stated because a confidentiality instrument whose only realistic head of loss is excluded protects nobody.

18.1 A notice under this Agreement must be in writing, in English, and sent to the address or electronic mail address recorded for the receiving Party in 20, or to such other address as that Party notifies in writing.

18.2 A notice is deemed received: if delivered by hand, on delivery; if sent by electronic mail, at the time of transmission, provided no delivery-failure notification is received and, where the time of transmission is outside 09:00 to 18:00 on a business day at the recipient's location, at 09:00 on the next business day; if sent by a reputable courier, on the second business day after despatch. In this clause, "business day" means a day other than a Saturday, Sunday or public holiday at the location of the receiving Party.

18.3 Notices to Edsol Edtech Pvt. Ltd. are sent to info@pensievelabs.org. Notices to the Customer are sent to the address recorded in 20.

18.4 This clause does not apply to the service of proceedings.

19.1 Entire agreement. This Agreement is the entire agreement between the Parties in relation to the confidentiality of information exchanged for the Purpose, and supersedes any prior confidentiality arrangement between them in relation to the Purpose, including any acceptance of the Click-through Mutual Non-Disclosure Agreement (NDA-GL-002) and any one-way instrument executed under NDA-GL-003. Information disclosed under a superseded instrument is treated as Confidential Information under this Agreement. Nothing in this clause excludes liability for fraud.

19.2 Supersession by the Master Services Agreement. On execution of a Master Services Agreement (MSA-IN-001) between the Parties, the confidentiality provisions of that agreement govern all information exchanged from its effective date, and this Agreement continues to govern information disclosed before that date. Where the two conflict in respect of information disclosed before that date, MSA-IN-001 prevails.

19.3 Amendment. No amendment or waiver is effective unless in writing and signed by both Parties. A waiver of one breach is not a waiver of any other.

19.4 Severability. If any provision is held invalid or unenforceable, it is severed and the remainder continues in force. Where severance would defeat the commercial purpose of the provision, the Parties shall substitute a valid provision of the nearest equivalent effect.

19.5 Assignment. Neither Party may assign or novate this Agreement without the other's prior written consent, except to a successor of the whole or substantially the whole of its business, on notice.

19.6 No partnership or agency. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship, and neither Party may bind the other.

19.7 Third parties. No person who is not a Party has any right to enforce this Agreement, save that a Discloser's Affiliate may enforce it in respect of its own Confidential Information.

19.8 Publicity. Neither Party may use the other's name, marks or logo, or refer publicly to the existence or subject matter of discussions between them, without the other's prior written consent. Any reference to the Customer by Pensieve Labs requires an executed Reference & Publicity Consent (ADD-GL-020).

19.9 Export and sanctions. Neither Party shall disclose Confidential Information in breach of any applicable export control or sanctions law.

19.10 Language. This Agreement is made in English. Any translation is for convenience only, and the English text prevails.