Indian-Non Judicial Stamp lie & Haryana Government Bete“ janiaroie Cenitcato No. corcoro.res [MNT Slamp Duy Pais: & 101 GRN No, eoeri314 ‘NOUN Penaty zo ller il Name: Ve Commercial Veicis limited HiNolFloor: rdtioor ——SectoxWard LandMark: Select cy walk 23 CityMilage : Saket District: Deli State: Delhi Phone: 0 yer / Second Party Detail Name: Fine Turn H.NolFloor: 203 SectorWard: 68 LandMark : Imt fod Cityivitage: Faridabad District: Faridabad State: Haryana Phone: 0 ‘The authenicty of his document can be verted by canning tia CrCode Trough smart phone or n he webake hipviograhy nc NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (this “Agreement is entered into effective 18 December 2019 day of by and between ard Soant fo the meaning or context thereof, be deemed to mean and include its successors and permitted assigns of the FIRST PART, Faridabon oqrrotietorship firm having its registered office at Plot no.203 Sector 68 IMT Faridabad Haryana-121004 (hereinafter referred to as “Receiving Party / Vendor’) which Disclosing Party and the Receiving Party are hereinafter collectively referred to as “the Parties" and individually as “the Party”. WHEREAS: 1. Disclosing Party is engaged in the business of manufacturing, trading, sourcing, buying and exporting engineering parts, components, aggregates, Ussembiey and other materials (“Products”). For FINE TURK2. Receiving Party is engaged in supplying Products or parts similar to the Products. WHEREAS, this Agreement provides for the disclosure by one Party (“Disclosing Party’) to another Party (“Receiving Party’) of information that is deemed Proprietary / Confidential (Information) by the Disclosing Party. The Disclosing party has approached the Receiving Party to study the information and prepare a technical and commercial quotation or has placed an order for supply of the Products, and to facilitate Receiving Party in doing so, has provided to Receiving Party the Confidential Information (collectively “Business Purpose”); and it is understood and agreed that the Information provided shalll be reviewed and used solely for the Business Purposes; and NOW, THEREFORE, in consideration of the protection of a Disclosing Party's Information and other mutual promises and consideration as set forth herein, the Parties hereto agree as follows: 1, CONFIDENTIAL INFORMATION (INFORMATION) “Confidential Information” means and includes all information of whatever nature used in or otherwise made available to the Receiving Party, its affiliates, officers, employees, advisers, consultants (hereinafter referred to as “Representatives") including information which is disclosed in any tangible form and is clearly labeled or marked as confidential / proprietary or it's equivalent, or all information concerning / provided by the Disclosing Party that is not known or generally available to the public at large, including without limitation, technical drawings, specifications, standards, manuals, compact discs, electronic files and other technical and commercial information provided to the Receiving Party in connection with supply of the Products, software and documentation, existing systems and computer software, future projects, business development or planning, commercial relationships and negotiations, the marketing of goods or services (including customer names and lists, sales targets, statistics,) designs, sent by Disclosing Party, whether written, oral or on magnetic or other media exchanged to between the parties, on or after the date hereof, is nevertheless disclosed as a result of the Parties' discussions and based on legends or other markings, the circumstances of disclosure or the nature of the information itself, should reasonably be understood by the Receiving Party as being proprietary and/ or confidential to the Disclosing Party. An “Affiliate” is defined as any person or entity directly or indirectly controlling, controlled by or under common control with a Party. 2. USE AND HANDLING OF CONFIDENTIAL INFORMATION. The Receiving Party shall restrict the use of the Confidential Information for the Business Purpose and shall safeguard against disclosure of the Confidential Information to third parties using the same degree of care to prevent disclosure as it uses to protect its own information of like importance, but at least with reasonable care. The Receiving Party may disclose Information to those of its Representatives, (i) who are by or under the contract of employment or otherwise similarly required to maintain and keep secret and confidential the “Confidential Information” and (ji) that require access to the Confidential Information for carrying out the Business Purpose; provided that, prior to receiving access to any of the Information, any such person or entity agree with the Receiving Party in writing to be bound by this Agreement or by a written confidentiality agreement with terms and conditions consistent with the terms and conditions of this Agreement. The Receiving Party agrees and acknowledges that (i) it is prohibited from using the Information provided by the Disclosing Party for any purpose other than the Business Purposes and (ii) it or any person to whom Confidential Information is disclosed by the Receiving Party is prohibited from dealing, purchasing or selling (or causing or procuring others to deal or trade), whether directly or For FINE TURNindirectly, publicly listed or tradable securities or debt of entities referred to in the Confidential Information and/or the subject of, or connected to, the Transaction. The Receiving Party may make only the minimum number of copies of any Information required to carry out the purpose of this Agreement. The Receiving Party / Vendor shall keep secret during the term of this Agreement and five years thereafter, and use only in connection with supplying of the Products to EECG, any and all information relating to EECG or the Client's proprietary products, drawings, specifications, standards, any business, trade or industrial secrets of EECG or EECG’s Clients, any information regarding the Products, markets, data, materials, technical information and documents including pricing or purchase order volumes. The Receiving Party / Vendor shall not make such Confidential Information available to third parties. Without limiting the generality of this obligation, the Receiving Party / Vendor shall : ()_ Initiate a system for the safe custody and control of the Confidential Information so that access is limited to the Receiving Party / Vendor Personnel and Receiving Party / Vendor's sub-contractors and agents that need to know this Information; (i) Obtain written agreement from all Receiving Party / Vendor Personnel and Receiving Party / Vendor's sub-contractors that all Information furnished to them is only for use in connection with supply of the products and shall not be divulged to any third parties. It shall be the Receiving Party / Vendor's responsibility to ensure compliance to this Confidentiality Agreement by its personnel, sub-contractors and sub-contractor’s personnel. During the term and after expiration of this Agreement, and notwithstanding any industrial property rights, Vendor shall not change, copy or otherwise reproduce or permit any person to change, copy or otherwise reproduce any Confidential Information, except with prior written consent from the Disclosing Party / EECG . LIMITATIONS ON OBLIGATIONS WITH RESPECT TO CONFIDENTIAL INFORMATION. Notwithstanding anything contained herein, the obligation of Confidentiality shall not apply to Receiving Party if: a. the information is or becomes public knowledge through no breach of this Agreement by the Receiving Party; or b. can be shown reasonably as being in the Receiving Party's possession or was known to the Receiving Party, on its receipt; or ©. the information is rightfully received by recipient from a third party with the lawful right to make such disclosures and such third party(ies) are not bound to keep the same secret and confidential,; or 4d. the information is publicly disclosed by the Receiving Party under an order of a court or government agency, provided that, the receiving party provides prior writen notification to the Disclosing Party of such obligation and the opportunity to oppose such order; or ©. Explicitly approved for release by written authorisation of the Disclosing Party. . The Receiving Party shall not knowingly transmit, directly or indirectly, in whole or in part, any Information provided by the Disclosing Party, or export, directly or indirectly, any product of the Information. The Receiving Party / Vendor agrees that it shall not copy, translate or modify any such information except for its own use in supplying the Products to the Disclosing Party / EECG. Should a Receiving Party be required to disclose Information by order of a governmental agency, legislative body, or court of competent jurisdiction, the Receiving Party shall promptly notify the Disclosing Party thereof, and upon the request and reasonable expense of the latter, shall fully cooperate with the Disclosing Party in contesting such disclosure. For FINE TURN 3 Warn PROPRIZ5. RIGHT IN INFORMATION. All rights in Information (including any intellectual property rights) are reserved by the Disclosing Party. Other than those rights and obligations expressly recited herein, the Gisclosure of any Information hereunder, shall not be construed as expressing or implying any other rights or obligations, including but not limited to any rights of ownership of such Information, or rights to any invention, patent, copyright or other intellectual property right now or in the future held or licensable by the Disclosing Party. Nor shall this Agreement, or such disclosure, constitute any representation, warranty, assurance, guarantee or inducement by the Disclosing Party with respect to infringement of patent or other rights of any third parties. 6. ASSIGNMENT. Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party. 7. RETURN OF MATERIALS. Immediately upon the decision by either Party not to enter into a business relationship or upon request by Disclosing Party or on termination/expiration of this Agreement, whichever occurs first, Receiving Party should immediately return or destroy, as the Disclosing Party may direct all records, in whatever form, within it's possession or in the possession of its Representatives, technical information, custody, or control containing or reflecting any portion of the Confidential Information including any other information supplied as a result of this Agreement. 8. WARRANTY. The Receiving Party (for itself and on behalf of its Representatives) acknowledges that none of the Confidential Information has been subject to verification and neither Disclosing Party nor any of its Representatives accepts responsibility for or makes any representation, expressed or implied, or gives any warranty with respect to the accuracy or completeness of the Confidential Information. The Receiving Party shall be responsible for making its own decision on the Confidential Information and acknowledge that it shall not have any right of action against the Disclosing Party or any of its Representatives in relation to the accuracy, reasonableness or completeness of any of the Confidential Information. Accordingly, the Disclosing Party and any of its Representatives will not be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of any reliance on any ‘statement contained in or omitted from the Confidential Information. 9, NON-COMPETE The Receiving Party / Vendor agrees that during the term of this Agreement and 2 years after the termination thereof, regardless of the reason of termination, the Receiving Party / Vendor shall not, directly or indirectly, solicit or attempt to solicit any business in any form from any of the Disclosing Party / EECG’s Customers, Customer Prospects, or EECG’s Vendors. The Receiving Party / Vendor shall not, directly or indirectly, offer the Products or provide other related services or approach to the Disclosing Party / EECG's customers. 10.INDEMNITIES AND LIABILITY The Receiving Party / Vendor agrees to defend, indemnify and hold the Disclosing Party / EECG harmless from any and all losses, damages, liabilities, costs and expenses (including but not limited to legal fees), incurred by the Disclosing Party / EECG resulting directly or indirectly from any breach of this Agreement by the Receiving Party / Vendor or any of its employees, sub-contractors or agents. 41. TENURE OF AGREEMENTThis Agreement shalll be valid for a period of 10 (ten) year from the date of execution herein. Further, the obligation of the Receiving Party to maintain confidentiality shall continue beyond any termination or expiration of this Agreement for a period of 5 (Five) years. The Disclosing Party may terminate this Agreement by providing written notice to the other Party, which termination shall be effective upon receipt of such notice. Further, the parties may mutually, in writing, agree to terminate this Agreement. 42, GOVERNING LAW & DISPUTE RESOLUTION This Agreement shall be governed and construed in accordance with laws of India. The Parties irrevocably submit to the exclusive jurisdiction of the Courts at New Delhi In the event that any dispute or difference arises, in connection with the interpretation or implementation or validity or otherwise arising out of or relating to this Agreement, between the Parties, the Parties shall attempt in the first instance to resolve such dispute through friendly mutual consultations. If the dispute is not resolved through friendly mutual consultations within thirty (30) days from the date of commencement of discussions or such longer period as the Parties agree in writing, then such dispute shall be referred to atbitration and such arbitration shall be held in accordance with the provisions of the (indian) Arbitration and Conciliation Act 1996 or any re-enactment or modification thereof then in force. The Parties may mutually agree upon and appoint a sole arbitrator. If the Parties are unable to mutually agree upon and appoint a sole arbitrator then the arbitration shall be referred to a panel of three arbitrators appointed in the following manner, one arbitrator shall be appointed by each Party and the third arbitrator shall be appointed by the aforesaid two arbitrators. The arbitration shall be held in New Delhi, India. Both parties shall endeavour to appoint arbitrators based in New Delhi and the award of the arbitrator(s) shall be final, conclusive and binding upon the Parties, 14, MISCELLANEOUS: i Each party agrees and admits that, in case of breach of any of the terms or conditions of this agreement, the other Party shall have the right to seek and obtain all judicial relief including but not limit to specific monetary damages. It is Understood that legal remedies would be inadequate to compensate fully and therefore a Party may seek immediate entry of appropriate equitable relief against the other Party or third party. ji. Representations and Authority (@) Each party represents and warrants that it is permitted by its respective corporate charters and incorporating documents to enter into this Agreement and undertaking the obligations herein. (b) Each signatory to this Agreement represents and warrants that he is duly authorised by the Party for and on whose behalf he is signing this ‘Agreement, to execute the same in a manner binding upon said Party and that all corporate approvals and procedures necessary for vesting such authority in him have been duly obtained and complied with. iii, Unless otherwise stated in relation to a particular notice: (i) any notice or other communication given under this Agreement must be in writing and served on a Party at its address or fax number as specified in this Agreement (or any other address it has notified to the other Party in accordance with this clause) by hand, by registered post or by fax, and (ji) notices shall be deemed delivered 3 days after the date of For FINE TURNmailing if mailed, by first class mail, registered or certified, postage prepaid at the addresses stated in this Agreement. iv. If any provision of this Agreement as applied to either Party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect the validity or enforceability of any other provision of this Agreement to the maximum extent permissible by law. v. This Agreement contains the entire Agreement between the Parties and any amendment may be made only by a written instrument signed by both Parties. IN WITNESS WHEREOF, the duly authorised representatives of the parties hereto have executed this Agreement and caused it to be effective as of the date first written above. For Supplier: FINE TURN For: By _: GULSHAN NARANG By: Title : PROPRIETOR Title: Date : 18" Dec 2019 Date: For FINE TUR? Gulgehs Authorised Signatory — Authorised Signatory