CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (“Agreement”) is made on this [] 2020 between

…………………………………………….., having it’s office at
………………………………………………………………………….. (“………..”), and
__________ having it’s registered office at _________ (“[●]”).

……. and [●] are hereinafter collectively also referred to as “Parties” and individually as “Party”.

For the purposes of this Agreement, …………. is the party that discloses Confidential Information
to the other party and shall be referred to as the “Disclosing Party”. [] is the party that receives such
Confidential Information from the other party and shall be referred to as the “Receiving Party”.

WHEREAS

In connection with a potential investment / financing transaction involving [] (the “Company”)

(herein referred to as the “Purpose”), ……….. is disclosing with Receiving Party, in its capacity as
advisor, certain data of proprietary and confidential nature including, without limitation, names and
details of clients/borrowers, any business, technical, financial, operational, marketing and economic
information, valuations, names of key personnel affiliated with the Parties or its clients, provided in
writing including in electronic form (hereinafter referred to as the “Confidential Information”).

NOW THEREFORE, for good and valuable consideration, the parties agree as follows:

1. In consideration of the Disclosing Party agreeing to disclose Confidential Information to the

Receiving Party, the Receiving Party agrees to hold in strict confidence in accordance with
the provisions of this Agreement all Confidential Information. The Receiving Party agrees
(a) to use the Confidential Information solely for considering, evaluating, discussing and
undertaking the Purpose; (b) not to make any other direct or indirect use, commercial or
otherwise, of the Confidential Information, except as may be expressly permitted by
subsequent agreement of the parties; (c) to take the similar reasonable security precautions
as it takes to safeguard its own confidential information.

2. Unless otherwise expressly authorized by the Disclosing Party, the Receiving Party agrees
not to disclose the Confidential Information to any third party, save and except to its
directors, officers, affiliates, investors, employees, agents, professional advisors, external
auditors and service providers (“Representatives”) only to the extent necessary and who
have a need to know of such Confidential Information to consider, evaluate, discuss and
undertake the Purpose and have been informed of the confidential nature of the Confidential
Information and the obligations of the Receiving Party in respect hereof and shall not use,
directly or indirectly, the Confidential Information for any purpose, commercial or
otherwise, other than to consider, evaluate, discuss and undertake the Purpose specified in
this Agreement.

3. The Receiving Party, promptly following the Disclosing Party’s written request shall return
(to the extent technically and reasonably practicable) all the copies of Confidential
Information in its possession including, without limitation, all copies of any analyses,

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 compilations, studies or other documents prepared by the Receiving Party or its
Representatives containing or reflecting any Confidential Information and to the extent that
the Confidential Information is incapable of being returned, shall destroy or delete all such
Confidential Information and copies thereof, save to the extent that the Receiving Party is
required to retain any such Confidential Information to the extent necessary to comply with
any applicable law, rule or regulation, provided that the Confidential Information so retained
shall be kept confidential in like manner and to the same extent as if it were the Receiving
Party’s confidential information.

4. The foregoing limitations on disclosure and use of the Confidential Information shall not
apply to any Confidential Information which is (a) known to the Receiving Party or any of
the persons to whom access to the Confidential Information is permitted under this
Agreement prior to the date it is disclosed by the Disclosing Party, (b) known or available
to the general public prior to the date it is received pursuant to this Agreement, (c) known or
becomes generally available to the general public, provided it becomes known or generally
available to the general public other than through a breach of this Agreement, (d) received
from third parties having a bona fide right to disclose it or (e) required to be disclosed as a
matter of applicable law or court order provided prior written notice of such disclosure is
given by the Receiving Party to the Disclosing Party, and the Receiving Party cooperates
with the Disclosing Party in obtaining any relief available under applicable law to prevent
or limit such disclosure and in any case the Receiving Party shall only disclose such portion
of the Confidential Information as is required under a mandatory obligation under the
applicable or court order.

5. The Receiving Party agrees that the Disclosing Party / its borrowers / clients /associates (as
applicable) is and shall remain the exclusive owner of the Confidential Information and all
patent, copyright, trade secret, trademark or service marks or logos (whether registered or
unregistered and with or without goodwill) and other intellectual property rights, title to or
interests therein. No license or conveyance of any such rights to the Receiving Party is
granted or implied under this Agreement.

6. The Receiving Party acknowledges and agrees that neither the Disclosing Party nor any of
the Disclosing Party's representatives or agents is/are making any representation or warranty,
expressed or implied, as to the accuracy or completeness of the Confidential Information or
any other information supplied or as to the reasonableness of the assumptions on which any
of the same is based, and neither Disclosing Party nor any of the Disclosing Party's
representatives or agents will have any liability to the Receiving Party or any other person
resulting from the use of Confidential Information or any other information supplied or for
any opinions expressed by any of them or for any errors, omissions or misstatements.
Furthermore, nothing contained herein shall constitute an obligation on the part of the
Disclosing Party or any of the Disclosing Party's representatives or agents to update any
Confidential Information or any other information provided pursuant to the Purpose.

7. The invalidity or unenforceability of any provision of this Agreement shall not affect the
enforceability or validity of remaining portions thereof.

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8. This Agreement shall inure to the benefit of and be binding upon the respective successors
and assigns of the Parties hereto, provided that the Disclosing Party shall not assign this
Agreement or the rights hereunder to any person without the prior written consent of the
Receiving Party.

9. Except where earlier terminated, this Agreement and all other restrictions and limitations
contained herein shall terminate upon the earlier of (i) one (1) year from the date hereof or
(ii) consummation of a transaction with respect to the Purpose.

10. This Agreement, including this arbitration clause, shall be governed by and construed in
accordance with the laws of India. Any dispute or claim arising out of or in connection with
or relating to this Agreement or the breach, termination or invalidity hereof shall be referred
at the request in writing (“Dispute Notice”) of any Party to binding arbitration by a panel of
3 (three) arbitrators (the “Arbitral Tribunal”) in accordance with the rules of Arbitration and
Conciliation Act, 1996. Each party shall appoint 1 (one) arbitrator each, and the 2 (two)
arbitrators so appointed shall select the 3rd (third) arbitrator, provided that if either Party
fails to appoint an arbitrator within 15 (fifteen) days of delivery of the Dispute Notice, or if
the 2 (two) appointed arbitrators are unable to agree on a 3rd (third) arbitrator within 15
(fifteen) days of the appointment of the last such arbitrator, then the 3rd arbitrator shall be
appointed in accordance with the Arbitration and Conciliation Act, 1996. The seat and legal
place of arbitration shall be India and the arbitration proceedings shall be conducted in
English. The Parties shall equally share the costs of the fees of the arbitrators, but shall
independently bear the costs of their own legal counsel engaged for the purpose of the
arbitration. The Arbitrator Tribunal shall make an award in writing within sixty (60) business
days of the reference of the dispute to arbitration.

11. The Receiving Party acknowledges that damages may not be sufficient remedy for breach
of the terms of this Agreement and the Disclosing Party shall be entitled, without waiving
any other rights or remedies, to seek specific performance of this Agreement, including by
way of injunction or equitable relief.

12. All notices, demands or other communication required or permitted to be given or made
under this Agreement shall be in English language, in writing and delivered personally or
sent by prepaid post with recorded delivery, or by telex or legible telefax addressed to the
intended recipient at its address set forth below, or to such other address or telex or telefax
number as either Party may from time to time duly notify to the other:

If to If to [●] Private Limited:

…………………………………………….: Address: [●]
Address: ……………………… Fax: [●]
Attention: Attention: [●]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective representatives as of the date first above written.

[●] Private Limited

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By: By:
Title: Title:

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