Internship Non-Disclosure Agreement

Parties

This Internship Non-Disclosure Agreement ("Agreement") is entered into as of [DATE — DD Month YYYY]("Effective Date") by and between:

The Company and the Intern are each referred to individually as a "Party" and collectively as the "Parties".

WHEREAS, the Company is engaged in the business of developing, building, and operating AI-powered software-as-a-service (SaaS) products and consumer applications for India's health, fitness, education, and preventive-care sectors, including but not limited to Axoro Clinic (Doctor OS), Axoro Fit (Gym OS), Axoro Campus (Education OS), and FitBharat (consumer health application); and

WHEREAS, in connection with the Intern's internship at the Company, the Intern will have access to certain Confidential Information of the Company and will contribute to the development of the Company's products and services;

NOW, THEREFORE, in consideration of the Intern's participation in the internship programme and access to Confidential Information, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

1.1 "Confidential Information"

"Confidential Information" means any and all non-public information, data, materials, documents, code, know-how, trade secrets, or other information disclosed by the Company to the Intern, or to which the Intern has access, in connection with the internship, whether disclosed orally, in writing, electronically, visually, or in any other form, including but not limited to:

• Source Code & Technology: All source code, object code, algorithms, data structures, APIs, SDKs, database schemas, system architecture, technical specifications, and engineering documentation relating to any Axoro product or platform, including Axoro Clinic, Axoro Fit, Axoro Campus, FitBharat, and any internal tooling or infrastructure.
• Machine Learning & AI Models:All training datasets, model weights, model architectures, fine-tuning methodologies, evaluation benchmarks, prompts, inference pipelines, and AI/ML research relating to Axoro's AI OS features, health scoring engines, personalisation algorithms, predictive analytics, and any related intellectual property.
• Health, Fitness & Student Data:Any personal data, health data, fitness data, patient records, wellness check-in data, student records, academic progress data, body metrics, or any other data processed by or accessible through Axoro's platforms, whether belonging to end-users, client organisations, or test/development datasets.
• Business & Commercial Information: Business strategies, growth roadmaps, go-to-market plans, sales pipelines, client lists, partner lists, investor materials, financial projections, pricing structures, discount schedules, contract terms, and negotiation positions.
• Product Plans & Unreleased Features: Product roadmaps, feature specifications, design mockups, prototype demos, A/B test results, and any information about products, features, or capabilities not yet publicly announced or released.
• Credentials & Security Information: API keys, access tokens, OAuth credentials, database passwords, encryption keys, internal endpoint URLs, staging or development environment details, security architectures, vulnerability disclosures, and penetration-test findings.
• Internal Operations: Internal policies, organisational structures, hiring plans, compensation structures, employee performance data, HR information, and operational procedures.
• Third-Party Confidential Information: Any confidential information of third parties (including clients, investors, or partners) that has been disclosed to the Company under a duty of confidentiality and to which the Intern gains access.

1.2 Exclusions

Confidential Information does not include information that the Intern can demonstrate, through contemporaneous written records:

1. was already rightfully known to the Intern at the time of disclosure without any restriction on disclosure;
2. is or becomes publicly available through no act or omission of the Intern in breach of this Agreement;
3. is rightfully received by the Intern from a third party without restriction on disclosure and without breach of any obligation of confidentiality; or
4. is independently developed by the Intern entirely without use of or reference to the Company's Confidential Information.

1.3 "Work Product"

"Work Product" means any and all work, deliverables, inventions, discoveries, improvements, software code, documentation, designs, data models, creative works, analyses, reports, and other outputs created, developed, or contributed to by the Intern — in whole or in part — in the course of or arising out of the internship, whether or not created during working hours or using Company equipment.

1.4 "Internship Period"

"Internship Period" means the period commencing on [START DATE] and ending on [END DATE / OR UNTIL TERMINATED], or such earlier date on which the internship is terminated by either Party.

2. Obligations of the Intern

2.1 Non-Disclosure

The Intern agrees to keep all Confidential Information strictly confidential and not to disclose, publish, distribute, disseminate, or otherwise make available any Confidential Information to any third party without the prior express written consent of the Company, except as permitted under Section 4 (Permitted Disclosures).

2.2 Non-Use

The Intern agrees to use Confidential Information solely for the purpose of performing the internship duties assigned by the Company and for no other purpose whatsoever, including personal projects, academic submissions, portfolio work, or any other commercial or non-commercial purpose, without the Company's prior written consent.

2.3 No Copying or Reproduction

The Intern shall not copy, reproduce, or record any Confidential Information beyond what is strictly necessary to perform assigned internship duties. Any copies or reproductions made in the course of the internship are themselves Confidential Information and subject to all obligations under this Agreement.

2.4 No Reverse Engineering

The Intern shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying algorithms, or trade secrets from any software, AI/ML model, or system of the Company, except to the extent expressly permitted in writing by the Company or required by applicable law.

2.5 Standard of Care

The Intern shall protect all Confidential Information using at least the same degree of care used to protect the Intern's own confidential information, but in no event less than a reasonable degree of care. The Intern shall immediately notify the Company in writing at [email protected] upon becoming aware of any actual or suspected unauthorised disclosure, access, or loss of Confidential Information.

2.6 Need-to-Know Restriction

The Intern shall not share Confidential Information with any other person, including other Company employees, unless such person has a genuine need-to-know and is themselves bound by confidentiality obligations at least as protective as those in this Agreement, and only to the extent necessary for the Intern to perform assigned duties.

2.7 No Conflicting Obligations

The Intern represents and warrants that the Intern is not subject to any existing agreement, obligation, or restriction that would prevent the Intern from performing the internship duties or that would conflict with this Agreement. The Intern shall not use or disclose during the internship any confidential information of any previous employer or third party.

3. Permitted Disclosures

3.1 Legally Required Disclosure

The Intern may disclose Confidential Information if and to the extent required by applicable law, regulation, court order, or governmental or regulatory authority, provided that the Intern:

1. gives the Company prompt prior written notice of the required disclosure (to the extent legally permitted) to allow the Company to seek a protective order or other appropriate remedy;
2. cooperates with the Company in seeking such order or remedy; and
3. discloses only that portion of the Confidential Information that is legally required to be disclosed.

3.2 Company-Authorised Disclosure

The Intern may disclose Confidential Information to a third party only if the Company has given its prior express written consent to that specific disclosure.

3.3 Information in the Public Domain

Nothing in this Agreement prevents the Intern from using or referring to information that falls within the exclusions set out in Section 1.2, provided that the Intern can demonstrate by contemporaneous written records that the information qualifies under one of those exclusions.

4. Intellectual Property Assignment

4.1 Assignment of Work Product

The Intern hereby irrevocably assigns and transfers to the Company, with full title guarantee, all right, title, and interest in and to all Work Product and all intellectual property rights (including copyright, patent rights, trade secret rights, database rights, and any other proprietary rights) subsisting in the Work Product, throughout the world and for the full term of such rights (including all renewals and extensions). This assignment takes effect automatically as and when each element of Work Product is created.

4.2 Work-for-Hire

To the extent any Work Product is capable of being classified as a "work made for hire" under applicable law, the Parties agree that it constitutes a work made for hire and belongs exclusively to the Company. Where such classification is unavailable or not recognised, the assignment in Section 4.1 applies.

4.3 Moral Rights Waiver

To the fullest extent permitted by applicable law, the Intern waives all moral rights (including rights of paternity and integrity) in the Work Product in favour of the Company and its successors and assigns.

4.4 Further Assurance

The Intern agrees to execute such additional documents and take such further actions as the Company may reasonably request to perfect, record, or enforce the Company's rights in the Work Product, including executing patent applications, copyright registrations, and assignment deeds.

4.5 Pre-Existing Intellectual Property

If the Intern incorporates into any Work Product any intellectual property that was created by the Intern prior to the Internship Period and is not a derivative of the Company's Confidential Information ("Pre-Existing IP"), the Intern shall identify such Pre-Existing IP to the Company in writing prior to incorporation. The Company grants no rights in Pre-Existing IP except a non-exclusive, royalty-free, worldwide, perpetual licence to use that Pre-Existing IP as embodied in or necessary to exploit the Work Product.

4.6 No Other Rights

Except as explicitly stated in this Agreement, the Company does not grant the Intern any right, title, or licence in any Company intellectual property, Confidential Information, or Work Product.

5. Non-Solicitation

5.1 Non-Solicitation of Employees

For a period of twelve (12) monthsfollowing the expiry or termination of the Internship Period (the "Restriction Period"), the Intern shall not, directly or indirectly:

• solicit, recruit, or attempt to solicit or recruit any employee, contractor, consultant, or intern of the Company to leave the Company's employment or engagement; or
• induce or encourage any such person to terminate or diminish their relationship with the Company.

5.2 Non-Solicitation of Clients & Partners

During the Restriction Period, the Intern shall not, directly or indirectly, solicit, approach, or attempt to divert any client, customer, prospective client, or business partner of the Company with whom the Intern had contact or about whom the Intern received Confidential Information during the Internship Period, for the purpose of providing products or services competitive with those of the Company.

5.3 Reasonableness

The Intern acknowledges that these restrictions are reasonable and necessary to protect the Company's legitimate business interests, trade secrets, and confidential relationships given the nature of the Intern's exposure to sensitive business information. If any court of competent jurisdiction finds any restriction to be unenforceable, that restriction shall be modified to the minimum extent necessary to make it enforceable, and the remaining restrictions shall continue in full force and effect.

6. Data Protection Obligations

6.1 Applicable Law

In performing the internship duties, the Intern may process personal data as defined under applicable data protection law, including India's Digital Personal Data Protection Act 2023 ("DPDP Act")and, where applicable, the European Union's General Data Protection Regulation ("GDPR") and the UK GDPR (together, "Data Protection Law"). The Intern agrees to comply with all applicable Data Protection Law in connection with any personal data accessed or processed during the internship.

6.2 Processing Only as Instructed

The Intern shall process personal data only on the documented instructions of the Company and only to the extent necessary to perform assigned internship duties. The Intern shall not process personal data for any other purpose, including personal use, research, academic submissions, or any purpose not authorised by the Company.

6.3 Special-Category & Sensitive Data

The Intern acknowledges that the Company processes the following categories of sensitive personal data, which require heightened protection:

The Intern shall treat all such sensitive personal data with the highest level of care and shall not disclose, copy, download, export, or retain any such data beyond what is strictly necessary for an assigned task and expressly authorised by the Company.

6.4 Security Measures

The Intern shall implement and maintain appropriate technical and organisational security measures to protect personal data against unauthorised access, loss, destruction, alteration, or disclosure, consistent with the Company's information security policies as communicated during onboarding.

6.5 Data Breach Notification

The Intern shall immediately (and in any event within 24 hours) notify the Company at [email protected] upon becoming aware of any actual or suspected personal data breach, security incident, or unauthorised disclosure involving personal data processed in connection with the internship.

6.6 No International Transfers

The Intern shall not transfer, transmit, or make accessible any personal data to any person outside India or, in the case of GDPR personal data, outside the European Economic Area, without prior written authorisation from the Company.

6.7 Survival

The Intern's data protection obligations under this Section 6 survive termination or expiry of this Agreement indefinitely and are in addition to, not in lieu of, any obligations under applicable Data Protection Law.

7. Return and Destruction of Materials

7.1 Obligation to Return

Upon the expiry or earlier termination of the Internship Period, or at any time upon the Company's written request, the Intern shall promptly return to the Company all Confidential Information and all materials containing Confidential Information, including:

• physical documents, notes, printouts, and any other tangible materials;
• all electronic files, copies, extracts, and summaries stored on the Intern's personal devices, cloud storage accounts, email accounts, USB drives, or any other storage medium;
• Company-issued equipment, access cards, and credentials; and
• any copies, reproductions, or derivative works.

7.2 Certified Destruction

Where return of Confidential Information is not feasible (for example, where it is stored electronically), the Intern shall permanently and securely delete or destroy all such Confidential Information and, upon the Company's request, provide the Company with a written certification confirming such destruction within five (5) business days of the request.

7.3 Exceptions

The Intern may retain one copy of Confidential Information solely to the extent required by applicable law or a regulatory requirement, provided that such retained copy remains subject to the confidentiality obligations of this Agreement.

7.4 Survival of Obligations

The return or destruction of materials does not release the Intern from confidentiality or other obligations under this Agreement.

8. Duration and Survival

8.1 Internship Period

This Agreement takes effect on the Effective Date and remains in force for the Internship Period. Either Party may terminate this Agreement and the internship immediately by written notice to the other Party.

8.2 Post-Termination Confidentiality

The Intern's confidentiality obligations under Section 2 shall survive the expiry or termination of this Agreement and the Internship Period for a period of three (3) years from the date of termination or expiry, unless extended by applicable law.

8.3 Trade Secrets — Indefinite Protection

Notwithstanding Section 8.2, confidentiality obligations with respect to any information constituting a trade secret under applicable law (including AI/ML model architectures, proprietary algorithms, customer data, and other information meeting the threshold for trade secret protection under Indian law and the TRIPS Agreement) shall continue indefinitely, for as long as such information remains a trade secret.

8.4 Surviving Provisions

The following provisions survive termination or expiry of this Agreement: Section 1 (Definitions), Section 2 (Obligations of the Intern), Section 4 (IP Assignment), Section 5 (Non-Solicitation), Section 6 (Data Protection), Section 7 (Return of Materials), this Section 8, Section 9 (Governing Law), Section 10 (Remedies), and Section 11 (General Provisions).

9. Governing Law and Dispute Resolution

9.1 Governing Law

This Agreement is governed by and construed exclusively in accordance with the laws of India, without reference to its conflict of laws principles. The Parties expressly agree that the courts and tribunals of Guwahati, Assam, India shall have exclusive jurisdiction over any dispute not resolved through arbitration.

9.2 Dispute Resolution — Escalation

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or its breach, termination, or validity ("Dispute"), the Parties shall first attempt to resolve the Dispute through good-faith negotiation for a period of fifteen (15) days from the date one Party gives written notice of the Dispute to the other.

9.3 Arbitration

If the Dispute is not resolved through negotiation within the period specified in Section 9.2, it shall be finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be:

• conducted by a sole arbitrator mutually appointed by the Parties, or, failing agreement within ten (10) days of a request, appointed by the relevant appointing authority;
• seated and conducted in Guwahati, Assam, India;
• conducted in the English language; and
• subject to the substantive laws of India.

The arbitration award shall be final and binding on the Parties. Costs of arbitration shall be borne as determined by the arbitrator.

9.4 Equitable Relief

Notwithstanding the foregoing, either Party may seek urgent injunctive relief, specific performance, or other equitable remedies from any court of competent jurisdiction in Assam, India, without first proceeding through negotiation or arbitration, where necessary to prevent irreparable harm arising from a breach or threatened breach of this Agreement.

10. Remedies

10.1 Acknowledgement of Harm

The Intern acknowledges that a breach or threatened breach of this Agreement will cause the Company irreparable harm for which monetary damages would be an inadequate remedy, and that the Company shall be entitled to seek equitable relief (including injunctions, specific performance, and account of profits) without the need to post a bond or demonstrate actual damages.

10.2 Cumulative Remedies

All rights and remedies of the Company under this Agreement are cumulative and not alternative, and are in addition to all rights and remedies available at law or in equity.

10.3 Indemnification

The Intern shall indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and successors from and against any and all losses, claims, damages, costs, expenses (including reasonable legal fees), and liabilities arising from the Intern's breach of this Agreement or any applicable law.

11. General Provisions

11.1 Entire Agreement

This Agreement, together with any internship offer letter or onboarding documents issued by the Company, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous representations, understandings, negotiations, and agreements relating thereto, whether oral or written. No modification of this Agreement shall be valid unless made in writing and signed by authorised representatives of both Parties.

11.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if not capable of modification, shall be severed from this Agreement. The remaining provisions shall continue in full force and effect.

11.3 Waiver

A failure or delay by the Company in exercising any right or remedy under this Agreement shall not constitute a waiver of that right or remedy. A waiver of any breach shall not constitute a waiver of any subsequent breach.

11.4 No Employment or Partnership

Nothing in this Agreement creates a relationship of employment, partnership, joint venture, or agency between the Parties beyond the internship arrangement expressly described herein. The Intern has no authority to bind the Company contractually or otherwise.

11.5 Assignment

The Intern may not assign, transfer, or delegate any rights or obligations under this Agreement without the Company's prior written consent. The Company may assign this Agreement, without the Intern's consent, to any successor entity in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets, provided that the successor entity assumes all obligations under this Agreement.

11.6 Notices

All notices under this Agreement shall be in writing and delivered by: (a) hand delivery with written acknowledgement; (b) registered post with acknowledgement due; or (c) email with delivery-read receipt. Notices to the Company shall be sent to [email protected]. Notices to the Intern shall be sent to the address or email provided at signing.

11.7 Language

This Agreement is written in English. Any translation is for convenience only. In the event of conflict between the English version and any translation, the English version prevails.

11.8 Force Majeure

Neither Party shall be liable for delays or failures in performance caused by circumstances beyond that Party's reasonable control, provided that data protection and confidentiality obligations shall not be relieved by force majeure.

11.9 Counterparts & Electronic Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, and which together shall constitute one and the same instrument. Electronic signatures (including signatures transmitted by PDF, DocuSign, or equivalent) shall be deemed valid and binding.

12. Signatures

IN WITNESS WHEREOF, the Parties have executed this Internship Non-Disclosure Agreement as of the Effective Date first written above.

Schedule A — Pre-Existing Intellectual Property Disclosure

Pursuant to Section 4.5, the Intern discloses the following Pre-Existing IP that the Intern expects to use or incorporate during the internship:

If no Pre-Existing IP is listed above, the Intern confirms that there is no Pre-Existing IP that will be incorporated into any Work Product.