Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement ("Agreement") is entered into between Upplio AI (a sole proprietorship of Neetu Yadav) of Bengaluru, Karnataka, India ("Company") and the counterparty identified in the signature block ("Counterparty"). It applies to disclosures made in connection with employment, contracting, investment, consulting, partnership or evaluation of the Service.

1. Confidential Information

"Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other ("Recipient"), in any form, marked confidential or that a reasonable person would understand to be confidential — including business plans, source code, AI prompts, model configurations, product roadmaps, financials, user data, security measures and technical know-how.

2. Exclusions

Confidential Information does not include information that (a) is or becomes public without breach; (b) was known to the Recipient without obligation before disclosure; (c) is rightfully received from a third party without obligation; or (d) is independently developed without use of the Confidential Information.

3. Obligations

The Recipient will (a) use Confidential Information solely for the Purpose; (b) protect it with at least the same degree of care as its own, and no less than reasonable care; (c) limit access to personnel and advisors with a need-to-know bound by equivalent obligations; and (d) not disclose it to any third party without prior written consent.

4. Compelled Disclosure

The Recipient may disclose Confidential Information if required by law, court or regulator, provided that (where legally permitted) it gives the Discloser prompt notice and reasonable opportunity to seek protective relief.

5. Term and Return

This Agreement remains in effect for two (2) years from the effective date; confidentiality obligations survive for five (5) years thereafter, and indefinitely for trade secrets. On request, the Recipient will return or destroy Confidential Information and certify such destruction.

6. No Licence

No licence or ownership right in Confidential Information is granted except as expressly stated.

7. Remedies

Damages may be inadequate for breach; the Discloser may seek injunctive or equitable relief in addition to other remedies.

8. Governing Law and Jurisdiction

This Agreement is governed by the laws of India. Disputes are subject to the exclusive jurisdiction of courts in Bengaluru, India.

To countersign an executable copy of this NDA, email customerservice@upplioai.com.

Amendments

Upplio AI may amend this document from time to time. Material changes will be notified by email or in-app notice at least fourteen (14) days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the amended terms.

Version

Version: 1.0

Effective: 13 July 2026

Owner: Neetu Yadav, Proprietor, Upplio AI

Contact: customerservice@upplioai.com