Mutual NDA

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (“Agreement”) is made on ___________ (the “Effective

Date”) between Visaiyon Energies and Electro Motors Pvt Ltd, (“Visaiyon”), a private limited
company registered under the Companies Act, 1956 having its registered office at at No.43,
Bajanai Koil Street, 89-Veppampattu, Thiruvallur TN 606024 IN, and
_________________________, a company incorporated under the laws of Companies Act, 1956
(“____________”) with its principal place of business at ________________________________.

1. Definitions:

a) Confidential Information: means any scientific, technical, trade, financial or business

information or materials, whether oral or in writing disclosed by the Discloser pursuant to this
Agreement and that the Discloser treats as “confidential” or “proprietary”, whether or not
such information is marked as confidential, or which, under the circumstances surrounding
disclosure ought to be treated as confidential by the Recipient. “Confidential Information”
includes, without limitation, information in tangible or intangible form relating to and/or
including released or unreleased Discloser’s software or hardware products, documentation
related to above mentioned software or hardware, the marketing or promotion of any
Discloser’s product, Discloser’s business policies or practices, and information received from
other third parties that Discloser is obligated to treat as confidential.

b) “Discloser”: means the party disclosing Confidential Information. Except as otherwise

indicated in this Agreement, the term “Discloser” also includes all Affiliates of the Discloser.
An “Affiliate” means any person, partnership, joint venture, corporation or other form of
enterprise, domestic or foreign, including but not limited to subsidiaries, directly or indirectly
controlling, or is controlled by, or is under common control with the Discloser or Recipient as
the case may be.

c) “Recipient”: means the party to whom the Discloser discloses Confidential Information.
Except as otherwise indicated in this Agreement, the term “Recipient” includes all Affiliates of
the Recipient.

d) Purpose of Disclosure: To explore mutual business interests and for Visaiyon to receive
mentorship, guidance regarding technical as well as business advices/suggestions from
______________________________________________

e) Residuals: means any information that is retained in the unaided memories of the Recipient’s
employees who have had access to Confidential Information under this Agreement. An
employee’s memory is unaided if the employee has not intentionally memorized the
Confidential Information for the purpose of retaining and subsequently using or disclosing it.

2. This Agreement applies to disclosure of Confidential Information by the Discloser to the

Recipient during the term of this Agreement. The term of this Agreement shall be for 24
months from the Effective Date (“Term”). Either party may terminate this Agreement with or
without cause upon prior written notice of 60 days. However, the confidentiality obligations
of the Recipient under this Agreement shall continue for a period of five (5) years after expiry
of the Term. The provisions of this Agreement that by their nature or intent survive the
expiry or termination of this Agreement, shall survive any expiry or termination of this
Agreement.

Mutual NDA: Visaiyon Energies and Electro Motors Pvt. Ltd.

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3. To maintain the confidentiality attaching to Confidential Information,
the Recipient shall:

a) Use the Confidential Information solely for the Purpose of Disclosure and for no other
purposes whatsoever.

b) Refrain from making copies of Confidential Information without the prior written approval of
the Discloser, except to the extent necessary for the Purpose of Disclosure.

c) Refrain from allowing the information to be accessed by any third party; and from making
changes, modifications, enhancements to the Confidential Information or creating any
derivative work from such Confidential Information or reverse engineering or otherwise
dealing with Confidential Information, except to the extent necessary for the Purpose of
Disclosure.

d) Recipient shall notify the Discloser immediately upon discovery of any unauthorized use or
disclosure of Confidential Information or any other breach of this Agreement by Recipient
and/or its employees and consultants, and will cooperate with Discloser in every reasonable
way to help Discloser regain possession of the Confidential Information and prevent its
further unauthorized use or disclosure.

e) Generally, deal with the Confidential Information with as much care as the Recipient expects
in the matter of its own confidential information, but in no case less than the reasonable care
and protection.

4. The Recipient may disclose Confidential Information if required under

applicable law or pursuant to any judicial, administrative, regulatory or executive authority,
provided the Recipient notifies the Discloser in writing as soon as reasonably possible and
shall cooperate with any effort by Discloser to prevent or limit such disclosure.

5. This Agreement shall not apply to Confidential Information that:

a) On the date of this Agreement is already or becomes publicly known and available without
any breach of any obligation that the Recipient owes the Discloser; or

b) After the date of this Agreement, becomes lawfully known to Recipient from a source other
than the Discloser or its employees, agents, representatives or consultants, without
restriction on disclosure, provided such disclosure is without breach of any other obligation of
confidentiality; or

c) Was or is disclosed to the Recipient independently by any third party not owing a duty of
confidentiality to the Discloser; or

d) Was or is developed by Recipient independently without any use of any of the Confidential
Information, as evidenced by the prior written records of the Recipient; or

e) Was known to Recipient prior to the disclosure of Confidential Information by Discloser under
this Agreement, as evidenced by the prior written records of the Recipient; or

f) Is disclosed publicly with the prior written permission of the Discloser.

6. The Recipient acknowledges that Confidential Information provided by the Discloser is and
shall remain the exclusive property of the Discloser. This Agreement or its expiry or
termination does not grant to Recipient either a license or any rights under any patent,

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trademark, copyright or trade secret rights of the Discloser beyond that necessary for
accomplishing the Purpose of Disclosure. In the event that the Discloser provides any
computer software and/or hardware to the Recipient as Confidential Information under the
terms of this Agreement, such computer software and/or hardware may only be used by the
Recipient for evaluation only. The Discloser represents and warrants that it is entitled to
disclose the Confidential Information. Subject to the foregoing, all the Confidential
Information is provided “AS IS” without warranty of any kind, and Recipient agrees that
neither Discloser nor its suppliers shall be liable for any damages whatsoever arising from or
relating to Recipient’s use or inability to use such Confidential Information.
7.
8. Upon expiration or termination of this Agreement or earlier upon receipt of a written request
from the Discloser, the Recipient, shall immediately cease use of all Confidential Information
and shall, as instructed by the Discloser, agrees to return or otherwise deal with all originals,
copies, reproductions and summaries of Confidential Information and give written/e-mailed
certification that it has ceased use and had returned or dealt with the Confidential
Information in the manner instructed by the Discloser. Notwithstanding anything to the
contrary in this Agreement, either party may use Residuals for any purpose, with the prior
permission of the Discloser, including without limitation use in development, manufacture,
promotion, sale and maintenance of its products and services; provided that this right to
Residuals does not represent a license under any patents, copyrights or other intellectual
property rights of the Discloser.

9. Neither party shall be liable to or through the other for any special, incidental or
consequential damages whatsoever, even if either party has been advised of the possibility of
such damages. The parties acknowledge that monetary damages may not be a sufficient
remedy for any breach of this Agreement. Accordingly, the Discloser shall be entitled to seek
injunctive relief (as appropriate) as a remedy for any breach or threatened breach by the
other party, in addition to any other remedies available at law or in equity.

10. This Agreement shall be construed in accordance with the laws of India and any dispute
relating to this Agreement shall be sought to be mutually resolved between the parties failing
which it shall be referred to arbitration in accordance with the rules of the Indian Arbitration
and Conciliation Act, 1996 and the rules made thereunder. The arbitration shall be conducted
by a sole arbitrator appointed in accordance with the said rules and the arbitration award
shall be in writing and shall be final and binding on both parties. The venue of the arbitration
shall be Bangalore. The language to be used in any arbitral proceedings shall be English.

11. This Agreement sets forth the entire agreement between the parties relating to the subject
matter hereof and supersedes all prior written or oral agreement between the parties with
respect to such subject matter. It can only be amended or modified by an amendment in
writing signed by both parties. If any provision of this Agreement shall be held
unenforceable, such holding shall not affect the enforceability of any other provisions of this
Agreement. Save and except as expressly provided in this agreement, the failure to exercise
or delay in exercising any right, power or remedy vested in any party by this agreement,
shall not constitute a waiver by that party of that or any other right, power or remedy.

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Mutual NDA
In witness whereof, the parties have executed and accepted the terms and conditions of this
Agreement.

Visaiyon Energies and Electro Motors Pvt. <<Other Party>>

Ltd
Signature Signature

Name: Name:

Title: Title:
Date: Date:

Mutual NDA: Visaiyon Energies and Electro Motors Pvt. Ltd.

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