Non-Disclosure Agreement

Disclosing Party: Phyto Evolution Private Limited, Chennai, Tamil Nadu, India

Receiving Party: _________________________________ ("Client")

Purpose: Exploratory consultancy for the design and operation of a plant tissue culture facility

Effective Date: _________________________________

1. Definition of Confidential Information

Confidential Information includes, without limitation: tissue culture protocols, growth media compositions, plant growth regulator formulations, standard operating procedures (SOPs), pricing structures, business strategies, client lists, proprietary inputs, and all technical specifications disclosed by Phyto Evolution Private Limited in the course of this engagement.

2. Obligations of the Receiving Party

The Receiving Party agrees to: (a) maintain all Confidential Information in strict confidence; (b) use Confidential Information solely for the stated Purpose; (c) not reverse-engineer, replicate, or commercialise any product derived from Confidential Information; (d) restrict access to personnel with a direct need to know; and (e) notify the Disclosing Party promptly upon becoming aware of any unauthorised disclosure or breach.

3. Exclusions

These obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already in the Receiving Party's possession prior to disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is required by law to be disclosed, provided that the Receiving Party gives prompt prior written notice to the Disclosing Party.

4. Intellectual Property

All Confidential Information disclosed under this Agreement remains the exclusive property of Phyto Evolution Private Limited. Nothing in this Agreement grants any licence, right, or interest in any patent, trademark, or other intellectual property of the Disclosing Party.

5. Term

This Agreement is effective for an initial term of three (3) years from the Effective Date. Obligations with respect to trade secrets shall survive indefinitely beyond the initial term.

6. Return or Destruction of Materials

Upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information and provide written certification of such destruction or return.

7. Non-Solicitation

For a period of two (2) years from the Effective Date, the Receiving Party shall not solicit, recruit, or engage any employee, consultant, or supplier introduced through this engagement without the prior written consent of Phyto Evolution Private Limited.

8. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of India. The parties submit to the exclusive jurisdiction of the courts in Chennai, Tamil Nadu for any dispute arising under or in connection with this Agreement.

9. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to confidentiality and supersedes all prior oral or written representations on the subject matter hereof.

For Phyto Evolution Pvt Ltd

Signature: _____________________

Name: _____________________

Date: _____________________

Receiving Party (Client)