Non-Disclosure Agreement

This Agreement is issued by the Company as an offer and becomes effective on the date on which the Recipient signs and submits the executed copy through a submission channel officially designated by the Company (the “Effective Date”).

The Recipient’s signed submission constitutes acceptance of the Company’s offer. A separate Company signature or countersignature, or the provision or continuation of project access after submission, shall not be a condition precedent to the validity or effectiveness of this Agreement.

BY AND BETWEEN Caudal AI Labs Pvt. Ltd., operating through its AirDawg Labs brand, project, or operational layer, having its principal place of business in India (hereinafter referred to as the “Company”),

and

The undersigned individual residing at the address stated in the signature section (the "Recipient").

The Company and the Recipient are individually a "Party" and collectively the "Parties".

Summary — for information only. This box helps you understand the Agreement. It does not form part of the operative terms, and the numbered sections below govern.

You will be given access to information belonging to the Company and to its clients — datasets, task instructions, review criteria, client identities, credentials and similar material. You agree to keep it confidential, to use it only for the Company's projects, and not to carry it into work you do for anyone else. You must not use it to find or duplicate the same work through another vendor. When your involvement ends, you delete what you hold, apart from your own payment and tax records. Most obligations last five years; a narrower set lasts longer. Payment terms are not in this document — they are in the Independent Contractor Agreement.

1. Purpose

1.1 The Recipient may receive confidential, proprietary, technical, operational, commercial, or otherwise sensitive information from the Company in connection with the Company's artificial-intelligence evaluation, benchmarking, dataset development, model assessment, annotation, validation, review, quality assurance, research, operations, and related initiatives, projects, workflows, or Client engagements (the "Purpose").

1.2 This Agreement governs the protection and permitted use of that information. It does not govern engagement status, compensation, invoicing, payment eligibility, quality validation, or intellectual property, which are governed by the Independent Contractor Agreement.

2. Definitions

2.1 "Independent Contractor Agreement" or "ICA" means the Independent Contractor Agreement executed between the Parties, as amended from time to time in accordance with its terms.

2.2 "Client", "Task", "Services", and "Work Product" have the meanings given to them in the ICA.

2.3 "Confidential Information" means all non-public information disclosed or made accessible by or on behalf of the Company, whether written, oral, electronic, visual, or in any other form, whether or not marked as confidential, and whether disclosed before or after the Effective Date, including:

(a) technical documentation, datasets, benchmarks, annotations, labels, and evaluation materials;

(b) source code, scripts, test suites, container and build configurations, prompts, Tasks, and solutions;

(c) API keys, credentials, access tokens, internal tools, repositories, and dashboards;

(d) project structure, workflows, instructions, guidelines, rubrics, and internal communications;

(e) the Company's pricing, rate cards, Client commercial terms, payout infrastructure, and internal payment and operational processes;

(f) Client and end-client identities; vendor and subcontractor relationships; project codenames; Task pools and Task identifiers; allocation records; source materials; acceptance and rejection criteria; internal reviewer feedback; project-specific solutions; submission histories; quality signals; platform behaviour; similarity findings; contractor mappings; and conflict investigations;

(g) the fact that a particular project, dataset, benchmark, or workstream is being performed for a Client through the Company; and

(h) any other information that a reasonable person in the Recipient's position would understand to be confidential in the circumstances of its disclosure.

2.4 Communications conducted through Discord, WhatsApp, GitHub, Google Drive, email, or any other platform are within the scope of this Agreement where their content falls within Section 2.3.

2.5 For the avoidance of doubt, Confidential Information does not include the amount of the Recipient's own compensation. Nothing in this Agreement restricts the Recipient from disclosing or discussing their own pay, or from making any disclosure protected by applicable law.

3. Recipient's Obligations

3.1 The Recipient shall:

(a) keep Confidential Information strictly confidential;

(b) use Confidential Information solely for the Purpose, and for no other project, client, engagement, or personal purpose;

(c) not disclose, share, publish, copy, forward, transmit, or provide access to Confidential Information to any third party except as permitted by Section 6;

(d) not reverse-engineer, extract, scrape, replicate, or otherwise misuse Confidential Information;

(e) protect Confidential Information using reasonable technical and organisational security measures, including securing devices and accounts used to access it and not storing it on shared, public, or unauthorised systems; and

(f) notify the Company without undue delay, and in any event within forty-eight (48) hours, of any actual or suspected unauthorised access, disclosure, loss, or compromise, and cooperate reasonably with any resulting investigation.

3.2 The Recipient shall not permit any other person to access Confidential Information through the Recipient's accounts, credentials, devices, or authorisation.

4. Project Conflict and Non-Diversion

4.1 The Recipient shall not use, reproduce, disclose, adapt, transfer, or rely upon Confidential Information in connection with work performed through another BPO, vendor, company, agency, subcontractor, platform, Client account, intermediary, or individual.

4.2 The Recipient shall not use Confidential Information to identify, access, obtain, complete, review, duplicate, submit, or assist with the same or a materially overlapping Task outside the Company-authorised workflow.

4.3 The Recipient shall not disclose to any third party that a particular Client, project, dataset, Task pool, benchmark, or workstream is being serviced by the Company, except where expressly authorised in writing.

4.4 The Recipient shall not combine Confidential Information received from the Company with information received through another vendor or engagement for the purpose of gaining an advantage, duplicating work, influencing reviews, bypassing controls, or obtaining multiple payments.

4.5 The Recipient shall disclose to the Company without undue delay any situation in which the Recipient receives, or is offered, access to the same or a materially overlapping project, dataset, Task pool, or workstream through another entity.

4.6 Section 4.5 is subject to the knowledge and prompt-disclosure safe harbour in the ICA. Conduct restrictions on outside engagements themselves are governed by the ICA and not by this Agreement.

5. Exclusions

5.1 This Agreement does not apply to information that the Recipient can demonstrate:

(a) is or becomes publicly available otherwise than through a breach of this Agreement or another obligation of confidence;

(b) was lawfully known to the Recipient, free of any obligation of confidence, before it was disclosed by the Company;

(c) is independently developed by the Recipient without use of or reference to Confidential Information; or

(d) is lawfully received from a third party entitled to disclose it without restriction.

5.2 Confidential Information is not excluded merely because it is embraced by more general information in the public domain, or because individual elements of it are public where the particular combination is not.

6. Permitted Disclosures

6.1 The Recipient may disclose Confidential Information:

(a) to the extent required by applicable law, regulation, court order, or a binding requirement of a competent authority, provided that, where lawful and practicable, the Recipient gives the Company prior written notice and reasonable cooperation to enable the Company to seek protective treatment;

(b) to the Recipient's professional legal, tax, or accounting advisers, where reasonably necessary and where those advisers are bound by professional or contractual obligations of confidentiality, and provided the Recipient remains responsible for their compliance; and

(c) to a regulator, law-enforcement agency, or other competent authority where the disclosure is protected or required under applicable law, including any disclosure of suspected unlawful conduct. Nothing in this Agreement is intended to restrict, and shall not be construed as restricting, any such protected disclosure.

6.2 Any other disclosure requires the Company's prior written consent.

7. Ownership

7.1 All Confidential Information remains the exclusive property of the Company or, as applicable, of its Client.

7.2 No licence, ownership right, or other interest is granted to the Recipient other than the limited right to use Confidential Information for the Purpose during the engagement.

7.3 Ownership of Work Product is governed by the ICA and not by this Agreement.

8. Return or Destruction

8.1 Upon the Company's written request, or upon termination or cessation of the Recipient's involvement, the Recipient shall promptly and in any event within seven (7) days delete or destroy all Confidential Information in their possession or control, including copies, extracts, screenshots, exports, cached files, and derivative materials.

8.2 Section 8.1 does not require the Recipient to delete:

(a) copies retained automatically in routine backup or archiving systems that are not readily accessible in the ordinary course, provided such copies remain subject to this Agreement and are deleted on the normal expiry of the relevant retention cycle;

(b) information the Recipient is required to retain by applicable law or by a legal, regulatory, or tax obligation, for so long as that obligation subsists;

(c) the Recipient's own invoices, payment advices, remittance records, and tax records relating to compensation received; or

(d) an executed copy of this Agreement and the ICA.

8.3 Information retained under Section 8.2 remains subject to the confidentiality and non-use obligations of this Agreement for as long as it is retained.

8.4 The Recipient shall confirm compliance with this Section in writing on request.

9. Term and Survival

9.1 This Agreement takes effect on the Effective Date and applies to Confidential Information disclosed before, on, or after that date.

9.2 The obligations in this Agreement continue for five (5) years from the later of the Effective Date and the date on which the Recipient's engagement with the Company ends.

9.3 The five-year period in Section 9.2 does not apply to the following information, for which the obligations continue:

(a) information constituting a trade secret, for so long as it remains a trade secret;

(b) the identity of a Client or end-client, and the fact or nature of the Company’s relationship with them, for so long as that information remains non-public and commercially confidential;

(c) credentials, access tokens, security configurations and security-control information, for so long as they remain valid, non-public or security-sensitive; and

(d) personal data, for so long as the Recipient retains or controls it or applicable law otherwise requires its protection.

9.4 Sections 4.1 to 4.4 survive for the applicable period under Sections 9.2 and 9.3.

Section 4.5 applies only while the Recipient is actively assigned to, performing Services for, or retains active authorised access to the relevant project; provided that an overlap discovered during that period must still be reported without undue delay.

Section 4.5 does not require disclosure of an outside engagement first offered after both the Recipient’s active assignment and authorised project access have ended.

Sections 5 and 6 shall continue to apply as exclusions from, and permitted exceptions to, the surviving confidentiality and non-use obligations under this Agreement.

Sections 7, 8, 9, 10, 13, 14 and 15 shall survive termination or expiry to the extent required to give effect to their subject matter.

10. Remedies

10.1 The Recipient acknowledges that unauthorised disclosure or misuse of Confidential Information may cause the Company or its Clients harm that cannot be adequately compensated by damages alone.

10.2 Subject to applicable law and the discretion of the competent court or authority, the Company may seek any remedy available at law or in equity, including urgent injunctive, interim or protective relief without needing to establish that damages alone would be an adequate remedy; recovery of direct and reasonably foreseeable loss; an account of benefits or payments obtained through the misuse; and immediate revocation of project, platform and system access.

10.3 Any unauthorised concurrent engagement involving the same or a materially overlapping project, dataset, Task pool, benchmark, workstream or deliverable, where Confidential Information is used, disclosed, duplicated, diverted or materially exposed to unauthorised access or misuse, constitutes a material breach of this Agreement.

10.4 The Company may additionally exercise the non-acceptance, payment-eligibility, recovery, suspension, and termination rights set out in the ICA. Investigation, evidence, notice, and reconsideration in respect of such matters are governed by the ICA.

10.5 Each Party’s liability under this Agreement is subject to the limitation of liability in the ICA.

For clarity, the exclusion from the liability cap for confidentiality, data-security and access-control claims applies to:

(a) breaches of those obligations by the Recipient; and

(b) fraud, wilful misconduct or intentional unlawful disclosure by either Party.

The Company’s liability for an accidental or negligent personal-data or information-security incident remains subject to the applicable liability cap in the ICA, except to the extent that such liability cannot lawfully be limited.

10.6 The Company shall not obtain double recovery in respect of the same loss under this Agreement and the ICA.

11. Relationship of the Parties

11.1 Nothing in this Agreement creates an employment relationship, partnership, joint venture, agency, or fiduciary relationship. The Recipient participates strictly as an independent contractor.

11.2 Nothing in this Agreement obliges either Party to disclose any information, to enter into any further agreement, or to provide or accept any volume of work.

12. International Recipients

12.1 Where the Recipient is located outside India, the Recipient is engaged as an independent international contractor and remains solely responsible for tax, regulatory, and reporting obligations in their jurisdiction.

12.2 This Agreement is governed by Indian law, subject to any mandatory provision of the Recipient's local law that cannot lawfully be excluded.

13. Governing Law and Jurisdiction

13.1 This Agreement is governed by and construed in accordance with the laws of India.

13.2 The courts of Mumbai, Maharashtra have exclusive jurisdiction, subject to any mandatory law that cannot lawfully be excluded and without prejudice to the Company's right to seek urgent injunctive or protective relief in any competent jurisdiction.

13.3 Before commencing ordinary civil proceedings, the Parties shall attempt in good faith to resolve the dispute through written communication or a virtual meeting for at least fifteen (15) days after written notice of the dispute. This does not prevent either Party from seeking urgent injunctive, evidence-preservation, limitation-preserving, or other protective relief.

14. Relationship to the Independent Contractor Agreement

14.1 This Agreement and the ICA are intended to operate together and to be read consistently.

14.2 Where a provision of this Agreement and a provision of the ICA both apply to the same subject matter and cannot be read consistently, the following order of precedence applies:

(a) a signed project-specific addendum prevails for the project to which it relates;

(b) this Agreement prevails in respect of confidentiality, non-use, non-disclosure, permitted disclosure, return, and destruction of Confidential Information; and

(c) the ICA prevails in respect of all other matters, including engagement status, Services, compensation, invoicing, payment eligibility, quality validation, verification, intellectual property, outside engagements, limitation of liability, and termination.

14.3 This Agreement contains no payment, payout, invoicing, tax, or compensation terms. Any such matter is governed exclusively by the ICA.

15. General Provisions

15.1 Client-related enforcement. The Company may enforce this Agreement in respect of Confidential Information owned by, originating from or relating to a Client.

The Company may recover losses, liabilities, deductions, chargebacks, remediation costs and amounts paid or payable by the Company arising from a breach affecting that Client or its Confidential Information.

Nothing in this Section creates a trust, fiduciary relationship or direct enforcement right in favour of a Client unless separately agreed in writing.

15.2 Entire agreement. This Agreement, together with the ICA and any signed project-specific addendum, constitutes the entire agreement between the Parties in relation to the protection of Confidential Information from the Effective Date, and supersedes prior discussions and understandings on that subject matter. Nothing in this Section affects rights, obligations, or liabilities that accrued under an earlier agreement while it was in effect.

15.3 Amendment. This Agreement may be amended only in writing, accepted by both Parties by signature, valid electronic signature, or another legally effective affirmative process.

15.4 Severability. If any provision is held invalid, illegal, or unenforceable, it shall be enforced to the maximum lawful extent and, where possible, modified only to the minimum extent necessary to make it enforceable. The remaining provisions continue in full force.

15.5 Waiver. A failure or delay in exercising a right or remedy does not waive it. A waiver is effective only if made in writing and applies only to the matter stated.

15.6 Notices. Any notice under this Agreement shall be in writing and may be sent to the email address most recently officially communicated by the receiving Party for contractual or operational communications. A notice shall be treated as received when successfully transmitted, unless the sender receives an automated failure or non-delivery notification.

15.7 Assignment. The Recipient may not assign or transfer this Agreement or any right or obligation under it. The Company may assign or transfer this Agreement to an affiliate or to a successor in connection with a merger, reorganisation or transfer of the relevant business or

assets, provided that the assignee assumes the Company’s continuing obligations under this Agreement.

15.8 Counterparts and electronic execution. This Agreement may be executed in counterparts and by electronic signature or affirmative electronic acceptance. Each counterpart is an original, and together they constitute one instrument.

15.9 Submission and Delivery. The signed Agreement may be submitted through a Google Form, email address, electronic-signature platform, or other submission channel officially designated by the Company. Submission through the designated Google Form shall constitute delivery of the signed Agreement to the Company, and the form submission timestamp shall be treated as the official submission timestamp.

Where the same Agreement is submitted through more than one channel, the copy submitted through the designated Google Form shall constitute the controlling execution copy unless the Company confirms otherwise in writing.

SIGNATURES