CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (the “Agreement”), effective as of October 15, 2019, is

entered into between:

Berger Paints India Limited, a company incorporated under the Indian Companies Act,
1913 and having its registered office at 129, Park Street, Kolkata, West Bengal - 700017
(hereinafter referred to as “Berger Paints/FIRST PARTY” which expression shall be
deemed to include its successors, administrators and permitted assigns) of the FIRST
PART

AND

Indusind Bank, an existing company within the meaning of the Companies Act, 2013,
having its registered office at 2401,Gen.Thimmayya Rd.(Cantonment), Pune – 411 001,
India (hereinafter referred to as “SECOND PARTY” which expression unless repugnant
to context or meaning thereof shall mean to include its successors and assigns) of the
SECOND PART

Berger Paints and SECOND PARTY are hereinafter individually referred to as a “Party”
and collectively referred to as the “Parties”

WHEREAS, both Parties hereto are exploring the option of a prospective business
arrangement relating to _____________________________ (the “Purpose”); and

WHEREAS, it is envisaged that during the course of discussions relating to the

evaluation of the Purpose, the Parties shall disclose certain information to each other
which the disclosing party considers to be confidential, proprietary, or nonpublic business
information or trade secrets of the other party.

NOW, THEREFORE, FIRST PARTY and SECOND PARTY hereby agree as follows:

1. “Confidential Information” as used in this Agreement shall mean any and all
technical and non-technical information including but not limited to patent, copyright,
trademark, trade secret, proprietary information, techniques, business models, know-how,
processes, manuals, data and documentation, disclosed by the one party to the other, in
whatever form, for the purpose of evaluating the Purpose, including, without limitation,
information concerning market research, intellectual property, business development,
financial information, procurement requirements, customer lists, customer information,
employee information, business forecasts, pricing, availability time frames, business
models, sales, marketing and communications plans and information of the disclosing
party. The receiving party shall protect the confidentiality of the Confidential Information
from third parties by exercising at least the same degree of care as they would employ in
maintaining the confidentiality of its own confidential, proprietary, or nonpublic
information or trade secrets, but in no event less than a reasonable degree of care.
2. There shall be no obligation of confidentiality with respect to any information
which (a) now is or hereafter becomes available to the public (including, without
limitation, any information filed with any governmental agency and available to the
public) other than as the result of a disclosure by the receiving party in breach hereof; (b)
becomes available to the receiving party on a non-confidential basis from a source other
than the disclosing party; (c) is developed by the receiving party independently of, or was
known by the receiving party prior to, any disclosures made by the disclosing party to the
receiving party of such information; (d) is required to be disclosed by either party by
order of a court, administrative agency or governmental body, or by any law, rule,
regulation, subpoena, or any other administrative or legal process, or by applicable
regulatory or professional standards; (e) is disclosed by the receiving party in connection
with any judicial or other proceeding involving the receiving party, or the disclosing
party relating to this Agreement or the Purpose; or (f) is disclosed with the written
consent of the disclosing party.

3. The Parties hereto agree that Confidential Information disclosed to the receiving
party by the disclosing party shall be used by the receiving party solely in connection
with the evaluation of the Purpose and will not be provided to third parties by the
receiving party, except as otherwise provided herein or, in connection with the evaluation
of the Purpose, to subcontractors, affiliates or related entities of the receiving party, on a
‘need to know’ basis that agree to abide by the terms hereof.

4. This agreement shall terminate earlier in the event of the following (1) the
termination of the discussions and negotiations between the Parties concerning the
Purpose, or (2) on termination of the definitive agreement to be entered at a later date
between the Parties relating to the Purpose.

5. The obligations set forth herein with respect to Confidential Information shall
continue in full force and effect for a period of 5 years from the effective date of this
Agreement.

6. Records and Return of Information

6.1 The Receiving Party agrees to ensure proper and secure storage of all
Confidential Information and any copies thereof to at least the same standard as the
Receiving Party keeps its own Confidential Information but in no event less than a
reasonable degree of care. The Receiving Party shall not make any copies or reproduce in
any form any Confidential Information except in connection with evaluation of the
Purpose.

6.2 The receiving party shall, return all written Confidential Information
(including all copies); and destroy any Confidential Information from any computer,
word processor or other device whatsoever into which it was copied, read or programmed
by the receiving party.

6.3 The obligations in this clause 6 shall not apply to the extent that it is necessary
to retain copies to be in compliance with its statutory, regulatory, internal policy or
professional obligations.

2
7. SECOND PARTY expressly acknowledges that (a) some of the Confidential
Information may be information which is of a kind which qualifies as Unpublished Price-
Sensitive Information, as defined under the SEBI (Prohibition of Insider Trading
Regulations), 2015 (the “Inside Information”) under which a person who is in possession
of the Inside Information would be prohibited or restricted from using it to deal in the
securities of Berger Paints under applicable insider dealing, market abuse or similar laws
or regulations. SECOND PARTY shall not (and SECOND PARTY shall procure that
none of its employees subcontractors, affiliates or related entities, who have been
consulted for or in relation to this Agreement and who receive such Confidential
Information  shall), use or communicate any of the Inside Information received under this
Agreement, while it is not public or generally available to the public, for any purpose
whatsoever, including to deal, or to encourage anyone else to deal, in any of the securities
of Berger Paints in contravention of the SEBI (Prohibition of Insider Trading
Regulations).SECOND PARTY hereby acknowledges that it has in place a code of
conduct to regulate, monitor and report trading by itself and its related parties, which
adopt the minimum standards set out in Schedule B to the SEBI (Prohibition of Insider
Trading) Regulations, 2015.

8. In no event shall either party, its affiliates, or related entities be liable for
consequential, special, indirect, incidental, punitive or exemplary loss, damage, or
expense relating to this Agreement (whether in contract, statute, tort (such as negligence),
or otherwise).

9. Nothing herein shall obligate either party to proceed with any transaction between
them, and each party reserves the right, in its sole discretion, to terminate the discussions
contemplated by this Agreement concerning the Purpose.

10. Neither party may assign, transfer, or delegate any of its rights hereunder
(including, without limitation, interests or claims relating to this Agreement) without the
prior written consent of the other party.

11. This Agreement shall be governed by and construed in accordance with the laws of
India without giving effect to the choice of law principles thereof and the parties hereto
irrevocably submit to the exclusive jurisdiction of the courts in Kolkata, India.

12. The provisions of this Agreement shall be severable in the event that any of
the provisions hereof are held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, and the remaining provisions shall remain enforceable to the
fullest extent permitted by law.

3
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives effective as of the date first set forth above.

Berger Paints India Limited

By:

Title:

SECOND PARTY
By:

Title: