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Astha 3 08 2023

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BRAINLY, Sp ZOO.

- NONDISCLOSURE AGREEMENT

By signing below, (ASTHA, 07.01.2003, Plot no. 580, Bari Co-operative, Bokaro Steel City, Jharkhand,
Indian ) (“Recipient”) certifies to Brainly Sp ZOO, (“Discloser”) that in relation to the agreement the
Discloser entered into with Quizzy Edtech Services Private Limited, H No. 64, C/O Shyam Ch.
Banerjee, Ananda Nagar, Ghola, Sodepur, Kolkata, West Bengal, India, 700111(“Agency”) and the fact
of the Recipient being the contractor of the Agency (such business relationship, the “Relationship”),
Recipient agrees to comply with all terms and conditions of this Nondisclosure Agreement
(“Agreement”) and to keep all Confidential Information (as defined below) that Recipient obtains
from the Agency, Discloser and/or from the Discloser’s subsidiaries or affiliates confidential as
follows:

1. Recipient acknowledges that it may become aware of certain oral, written, graphic, physical,
or machine-readable non-public information through disclosure by Discloser or by the
Discloser’s subsidiary or affiliate, observation or otherwise in the course of our discussions
including, but not limited to, information which relates to: technical data, trade secrets and
know how, research, product or service ideas or plans, software codes and designs,
algorithms, developments, inventions, patent applications, processes, techniques, mask
works, engineering designs and drawings, hardware configuration information, agreements
with third parties, lists of, or information relating to, employees and consultants of Discloser
(including, but not limited to, the names, contact information, jobs, compensation, and
expertise of such employees and consultants), lists of, or information relating to, suppliers
and customers, price lists, pricing methodologies, cost data, market share data, marketing
plans, licenses, contract information, business plans, financial forecasts, historical financial
data, budgets or other business information, the terms of any agreement and the
discussions, negotiations and proposals related to any agreement,  and information acquired
during any facilities tours (collectively, “Confidential Information”).  Notwithstanding the
foregoing, information disclosed hereunder shall not be considered “Confidential
Information” as defined herein where Recipient can prove that such information: (a) was in
the public domain at the time it was disclosed or has entered the public domain through no
fault of Recipient; (b) was known to Recipient, without restriction, at the time of disclosure,
as demonstrated by files in existence at the time of disclosure; (c) becomes known to
Recipient, without restriction, from a source other than Discloser without breach of this
Agreement by Recipient and otherwise not in violation of Discloser’s rights; (d) is disclosed
with the prior written approval of Discloser; or (e) is disclosed pursuant to the order or
requirement of a court, administrative agency, or other governmental body; provided,
however, that Recipient shall provide prompt notice of such court order or requirement to
Discloser to enable Discloser to seek a protective order or otherwise prevent or restrict such
disclosure and shall take reasonable steps to minimize the extent of any such required
disclosure.

2. Recipient agrees to hold in the strictest confidence any Confidential Information it obtains at
any time. Recipient will not use any Confidential Information other than in direct furtherance
of the Relationship. Recipient agrees not to disclose or permit disclosure of any Confidential
Information to any third parties, other than to any limited partner, general partner, or
member of Recipient (or any partner, representative or employee of any of the foregoing), or
legal counsel, professional advisor or consultant, accountants or representatives of Recipient,
in each case who are required to have the information in direct furtherance of the
Relationship and who are bound by a duty of confidentiality in content substantially similar
to this Agreement.  Recipient agrees to take all reasonable precautions to protect the secrecy
of and prevent disclosure or dissemination of the Confidential Information. Such measures
shall include, but not be limited to, the highest degree of care that Recipient utilizes to
protect its own confidential information of a similar nature, which shall be no less than
reasonable care. This Agreement does not grant any license to the Confidential Information
or any intellectual property of Discloser. Recipient will not photograph, copy or otherwise
record any information (including Confidential Information) to which Recipient may have
access. Upon Discloser’s request, Recipient will destroy or return to Discloser all Confidential
Information in its possession or control.  Further, Recipient shall not export, directly or
indirectly, any technical data acquired from Discloser pursuant to this Agreement or any
product utilizing any such data to any country for which the U.S. Government or any agency
thereof at the time of export requires an export license or other governmental approval
without first obtaining such license or approval.

3. This Agreement imposes no obligation on Discloser to provide Confidential Information, to


proceed with the Relationship or any transaction in connection with which the Confidential
Information may be disclosed.  Unless Discloser enters into a separate mutual non-disclosure
agreement, Discloser does not wish to receive any confidential information from Recipient,
and Discloser assumes no obligation, either express or implied, for any information disclosed
by Recipient.  Recipient acknowledges that neither Discloser, nor any of its representatives,
in the course of providing the Confidential Information as contemplated hereunder, is
making any representation or warranty (express or implied) as to the accuracy or
completeness of any such information, and Recipient assumes full responsibility for all
conclusions derived from such information.  Recipient shall be entitled to, and shall, rely
solely on representations and warranties made in a definitive agreement, if any, relating to
the Relationship.  

4. Recipient’s obligations under this Agreement shall survive any termination or expiration of
this Agreement and remain in effect until such time as all Confidential Information of
Discloser disclosed hereunder becomes publicly known and made generally known through
no action or fault or inaction of Recipient. This Agreement is binding on Recipient and its
parents, subsidiaries, affiliates, partners, general partners, limited partners, members,
managing members, heirs, executors, administrators, successors and assigns, and inures to
the benefit of Discloser, its successors and assigns.  Discloser may assign any of its rights and
obligations under this Agreement.  Recipient may not assign, whether voluntarily or by
operation of law, any of its rights and obligations under this Agreement, except with the prior
written consent of Discloser.  

5. Except and to the extent Recipient and Discloser have previously entered into any prior
agreements providing for the non-disclosure or confidentiality of Confidential Information,
each of which shall continue to remain in full force and effect and the obligations of which
shall be in addition to those contained herein, this Agreement constitutes the entire
agreement between Discloser and Recipient pertaining to the subject matter hereof and
supersedes all earlier representations and understandings, whether oral or written.  

6. Recipient shall not, without the prior consent of Discloser, disclose to any other person the
fact that Confidential Information of Discloser has been and/or may be disclosed under this
Agreement, that discussions or negotiations are taking place between the parties, or any of
the terms, conditions, status or other facts with respect thereto, except as required by law
and then only with prior notice as soon as possible to enable Discloser to seek a protective
order or otherwise prevent or restrict such disclosure.

7. This Agreement shall be governed, construed and interpreted in accordance with the laws of
the State of New York, without giving effect to principles of conflicts of law. Notwithstanding
anything to the contrary, Recipient acknowledges that any breach of this Agreement may
cause irreparable harm for which monetary damages are an insufficient remedy and
therefore that upon any breach of this Agreement (actual or threatened), Discloser shall be
entitled to appropriate equitable relief without the posting of a bond in addition to whatever
remedies it might have at law.

8. No modification of or amendment to this Agreement, nor any waiver of any rights under this
Agreement, shall be effective unless in writing signed by the parties to this Agreement.  No
delay or failure to require performance of any provision of this Agreement shall constitute a
waiver of that provision as to that or any other instance.

The parties have executed this Agreement as of the date set forth below.

RECIPIENT:

By:  ASTHA

Name:  ASTHA

Address:  Plot no. 580, Bari Co-operative, Bokaro Steel City, Jharkhand

Date:  10.08.2023

ACKNOWLEDGED & AGREED:

DISCLOSER:

BRAINLY, Sp. ZOO

By: 

Name: 

Title: 

Date: 

Address: Kraków, at ul. Krowoderskiej 63B/6, 31-158

INFORMATION ON PROCESSING OF PERSONAL DATA

We hereby inform you that we process your personal data. Details about this process can be found
below.
1. Data controller

We, Brainly Spółka z ograniczoną odpowiedzialnością (limited liability company) with its registered
office in Kraków, at ul. Krowoderskiej 63B/6, 31-158 Kraków, entered into the register of
entrepreneurs of the National Court Register kept by the District Court for Kraków – Śródmieście in
Kraków, XI Commercial Division of the National Court Register, under the KRS number: 354511,
having a REGON number: 142128951 and NIP number: 7010215208 („Brainly”), are the controller of
your personal data. In all matters related to your personal data you can contact us through e-mail
kontakt@brainly.pl or in writing to the address of our office indicated above.

2. The scope and purpose of processing

We process your personal data, such as: name, surname, date of birth, citizenship, address and e-
mail address:

a. In order to benefit from the Non-disclosure Agreement (“NDA”) you concluded with Brainly
Sp ZOO; for archival (evidence) purposes, to secure information in case of a legal necessity to
use it, which is our legitimate interest (Article 6 (1f) of GDPR);

b. in order to comply with Brainly’s legal obligations, arising from Article 74 Section 2 of the
Accounting Act of 29 September 1994 (Journal of Laws of 1994 no. 121, position 591, as
amended) and tax laws, relating to storing of accounting documents (Article 6 (1c) of GDPR)
and fulfilling tax obligations.

3. Recipients

Your personal data may be transferred to the following recipients:

a. subcontractors, who are entities whose services we use when processing your personal data,
such as: entities providing accountancy, payroll, postal, legal and IT services;

b. entities associated with Brainly, i.e. our shareholders.

4. Transfer of personal data to third countries or international organizations

Your personal data may be transferred outside of the European Union or the European Economic
Area, by way of standard data protection clauses (Article 46 (2c) of GDPR).

5. Period for which the personal data will be stored

We process your personal data until you object to their processing, withdraw your consent or if we
determine ourselves that they have become obsolete or our legitimate interest in their processing
has been exhausted. In any case, your personal data will not be processed for longer than the period
required by statutory law for the storage of accounting documents.

6. Your rights:

You have the right to:

a. access your personal data and to request a copy of them;

b. rectify your personal data (right to have incomplete or inaccurate data completed);

c. erasure of personal data: If you feel that there is no reason to process your personal data,
you can request that we remove it.

d. restriction of processing: You can request that we limit the processing of your personal data,
only to store them or to perform actions agreed upon with you, if in your opinion we have
incorrect data about you or we process them unlawfully; or if you do not want us to remove
them because you need to establish, investigate or defend claims; or for the time you
objected to the processing of data;

e. object to processing of personal data: You have the right to object to the processing of your
personal data based on our legitimate interest. Explain to us your particular situation, which
in your opinion justifies the cessation of processing. We will cease processing your personal
data for these purposes, unless we demonstrate that the basis for processing of your data is
overriding your rights or that your data is necessary to us to determine, assert or defend
claims;

f. data portability: You have the right to receive the personal data, which you provided based
on you consent, in a structured, commonly used and machine-readable format. You also
have the right to request a transmit of such data to another controller. 

g. lodge a complaint with a supervisory authority: If you feel that we are processing your
personal data unlawfully, you can lodge a complaint to the President of Data Protection
Office, with its seat in Warsaw, at Stawki 2, 00-190 Warsaw, Poland. 

h. withdrawal of consent: At any time, you have the right to withdraw your consent for
processing of your personal data. The withdrawal of consent shall not affect the lawfulness
of processing based on consent before its withdrawal.

*Eduwin8900

7. Voluntary data provision

Providing personal data related to the NDA is voluntary - if you do not provide us with your details, it
will not be possible to conclude the NDA between you and Brainly SP ZOO.

confirm by my signature that I have read and understood the above information on processing of
my personal data.
By:  ASTHA

Name:  ASTHA

Date: 03.08.2023 

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