601 JEFFERSON STREET

OFFICE OF CHIEF IP COUNSEL

HOUSTON, TEXAS 77002-7990
FHOUKBR-NDAIPLEGAL@KBR.COM

[Date]

Boldrocchi India Private Limited

B-56 & 57, SIPCOT Industrial Park
Irungattukottai, Tamil Nadu- 602 105

Re: Non-Disclosure Agreement for KBR Technology (the “Agreement”)

Project: Application of KBR's ROSE® with AiMS™ Technologies All Projects

and Proposal (the “Project”)

KBR Technology: 1) Residuum Oil Supercritical Extraction (ROSE®) solvent extraction

technology wherein the extraction solvent is recovered as a
supercritical fluid and Asphaltene Solidification System (AiMS™
Technology) and,

KBR/Koch Technology: 2) Koch vessel internals technology including, but not limited to,
packings, distributors, packing supports and holddowns, and mist
eliminators; and

SBS Technology: 3) SBS Technology, a solidification, pelletization, and flaking process

for residue bottoms, asphaltenes or pitch streams; and

(Hereinafter KBR Technology, KBR/Koch Technology, and SBS

Technology collectively are referred to as the “Technologies”)

You have requested confidential proprietary information from Kellogg Brown & Root LLC (“KBR”)
pertaining to the subject Technology. This information will be provided to you for the sole purpose
of your review and evaluation in connection with the Project (the “Purpose”). To proceed, it will be
necessary for you to undertake the obligations provided herein for the benefit of KBR.

1. Duty of Non-Disclosure. You agree to hold in confidence, for a period of fifteen (15)
years from the date of each disclosure, any and all know-how, data, drawings, designs,
specifications, plans, flowsheets, reports, methods, trade secrets, practices, documents,
processes, operating manuals, calculations, engineering information, technical information and
other information (including that obtained by the inspection of plants) pertaining to the Technology
(collectively, the “Confidential Information”) heretofore or hereinafter disclosed to you directly or
indirectly by KBR. It is understood that the obligations of this paragraph do not apply to
Confidential Information:

(a) which is in or, through no fault of you, your employees or your

representatives, comes into the public domain;

(b) which you can show was in your possession prior to disclosure
hereunder and was not acquired directly or indirectly from KBR; or
 [company]
[date]
Page 2

(c) which is furnished to you rightfully by a third party who did not acquire it
directly or indirectly from KBR.

In the event that any of exceptions (a), (b) or (c) above apply, you agree not to divulge to any third
party that you have received information within the exceptions from KBR, or that KBR is applying
such information in their designs. For purposes of the foregoing, specific disclosures shall not be
deemed to be within the exceptions to the obligations merely because they are embraced by more
general information within the exceptions. Any combination of features disclosed shall not be
deemed to be within the exceptions merely because individual features of the combination may be
within the exceptions.

2. Restrictions on Use of Confidential Information. You shall maintain all Confidential

Information in strict and complete confidence, and you shall not publish, disclose, transfer, release,
or divulge, either directly or indirectly, any Confidential Information to any third party or use any
such Confidential Information for any purpose other than the Purpose, without the prior written
permission of KBR. You shall not use Confidential Information except for the Purpose. You shall
not, without the prior written consent of KBR, reverse engineer, disassemble, decompile or attempt
to derive the composition of the information underlying Confidential Information, except to the
extent required to accomplish the Purpose. You agree to limit access to Confidential Information to
only those of your employees or representatives needed to carry out the Purpose and who have
undertaken obligations of confidentiality and limited use consistent with those herein. You will
advise each such employee or representative of the confidential nature of the Confidential
Information and of the obligations of this Agreement.

3. Legally Compelled Disclosure. In the event you should be required by applicable

law or legal process to disclose any Confidential Information, such disclosure shall not constitute a
breach of this Agreement provided that you, prior to making any such disclosure, (a) provide KBR
with prompt notice of such requirement so that it may seek an appropriate protective order or other
remedy and (b) consult with KBR with respect to taking steps to resist or narrow the scope of such
required disclosure.

4. No License. All Confidential Information shall be and remain the sole and exclusive
property of KBR. It is understood that no license is conveyed to you under this Agreement.
Neither this Agreement nor the disclosure of Confidential Information hereunder shall result in a
grant to you of any right to or license of any intellectual property or other proprietary property of
KBR.

5. No Warranty. It is understood that KBR does not warrant the accuracy or

completeness of the Confidential Information provided under this Agreement nor assumes any
liabilities with respect thereto or its use for the Purpose stated herein.

6. Return or Destruction of Confidential Information. At the request of KBR, you shall

(a) either promptly return to KBR’s Chief IP Counsel or destroy all tangible records containing
Confidential Information and excerpts and portions thereof and other information derived from
confidential information, which are in your possession, with the exception of one (1) legal copy,
which may be retained solely for the determination of your legal obligations under this Agreement,
and (b) remove all Confidential Information and excerpts and portions thereof, including backup
copies, from any computer or other electronic storage system and in such case you shall, if so
requested by KBR, provide independent auditor’s confirmation of completion of such removal.

7. Treatment of Modifications, Inventions and Improvements. You agree to promptly

disclose to KBR any modifications, inventions or improvements which are conceived by any of your
employees during the life of this Agreement that are based on Confidential Information provided or

KBR Technology NDA (Form 1) (Rev. 2) (1/7/15)

 [company]
[date]
Page 3

to be provided hereunder. You agree to assign all rights, whether patentable or not, to such
modifications, inventions or improvements to KBR and reasonably assist KBR in connection with
the preparation and filing of patent applications regarding the same.

8. Injunctive Relief. You agree that, due to the unique nature of the Confidential
Information, there is no adequate remedy at law for breach of this Agreement. Unauthorized
disclosure or use of Confidential Information may facilitate unfair competition with KBR. Any
unauthorized disclosure or use of Confidential Information, except as permitted in advance by KBR
in writing, would be wrongful and would cause immediate and irreparable injury to KBR. You agree
to immediately notify KBR of any unauthorized disclosure or use of any Confidential Information of
which you become aware. You agree that with respect to any actual or threatened violation of this
Agreement by or through you, in addition to whatever remedies may be available under applicable
law, KBR shall be entitled to specific performance of this Agreement and to injunctive relief to
prevent the disclosure or unauthorized use of any Confidential Information.

9. Export Compliance. You understand that the provision of Confidential Information

under this Agreement is subject to United States export and re-export control laws, including U.S.
restrictions on the export, re-export or other transfer of technology to countries, entities and
persons that are subject to U.S. or other sanctions, embargoes or other prohibitions. You agree to
comply with all such applicable laws, rules, and regulations in the use of and further disclosure or
transfer of the Confidential Information, to the extent such use and disclosure is otherwise
permissible under this Agreement, including disclosures to your employees who are not nationals
of the country of domicile of either party to this Agreement.  

10. Prior Agreements Superseded. This Agreement supersedes any prior agreement
between the parties and may only be amended in a writing executed by you and KBR’s Chief IP
Counsel.

11. No Assignment. This Agreement shall be binding on the parties, their respective
successors, and permitted assigns. For purposes of this Agreement, “KBR” shall mean and
include Kellogg Brown & Root LLC and its respective affiliate and subsidiary companies. You shall
not assign this Agreement without the prior written consent of KBR.

12. Severability. If any provision of this Agreement is held invalid, illegal or incapable of
being enforced by any law or public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect, and the remaining provisions shall be construed and
interpreted in such a manner as to fully carry out the intent of the parties.

13. Governing Law & Dispute Resolution. This Agreement shall be governed and
interpreted in accordance with the laws of England and Wales , excluding any choice of law
provisions that may direct the application of any laws of any other jurisdiction.

All disputes arising out of or in connection with the present  Agreement shall be finally
settled under the Rules of Arbitration of the International Chamber of Commerce by one or
more arbitrators appointed in accordance with the said Rules. The venue and seat of the
arbitration proceeding shall be London, UK and the arbitration shall be conducted in English
language. The award shall be final and binding on both Parties and judgment upon the award may
be entered in any court of competent jurisdiction.

14. Notice. KBR’s contact person for the purpose of receiving any notice hereunder is
its Chief IP Counsel, 601 Jefferson Avenue, Houston, Texas 77002, United States of America. [•]
contact person for the purpose of receiving any notice hereunder is [•]. Any notice given hereunder
shall be in writing and sent by registered or certified mail or overnight delivery service.

KBR Technology NDA (Form 1) (Rev. 2) (1/7/15)

 [company]
[date]
Page 4

AGREED this ___th day of ________, 2019.

[Company] Kellogg Brown & Root LLC

Signed: Signed:
Name: Name: Gary Machetta

Title: Title: Chief IP Counsel

Date: Date:
[SAxxxxx]

KBR Technology NDA (Form 1) (Rev. 2) (1/7/15)