CONFIDENTIALITY AGREEMENT

This Agreement is made and entered into as of the date of the last signature hereto below (the
“EFFECTIVE DATE”) by and between;

HPCL Mittal Energy Limited., with its registered office located at INOX Towers, Sector 16A, Plot
No.17, Noida-201301（U.P) , India (hereinafter referred to as the “HMEL ”); and

Engineers India Limited, with its principal office located at EI Bhavan, 1, Bhikaiji Cama Place, New
Delhi – 110 066, India, (hereinafter referred to as the “EIL”) and HMEL and EIL individually or
collectively the “Receiving PartyEIL”

Mitsubishi Chemical Corporation, with its principal office located at 1-1, Marunouchi 1-chome,
Chiyoda-ku, Tokyo 100-8251 Japan, (hereinafter referred to as the “Disclosing PartyMCC”).

Hereinafter, HMEL, EIL, MCCthe Receiving Party and the Disclosing Party shall be referred to as
each a “Party” and collectively the “Parties”.

WITNESSETH:

WHEREAS, EIL is executing the ___job for HMEL and is providing assistance to HMEL in
selecting the Licensor for Hexene-1 unit /preparation of Pre-feasibility report, and MCC is one of
the licensor who willing to offer their technology for evaluation of the said purposes and if
selected, to license for their technology. 

WHEREAS, the Disclosing PartyMCC may disclose valuable information including, but not limited
to, business and technical information, to the Receiving PartyEIL during the course of correspondence
and discussions and some of the information so viewed and/or disclosed may be confidential; and

WHEREAS, EIL may disclose valuable information in furtherance of the purpose of this Agreement to
HMEL or MCC as per requirement;

WHEREAS, the Parties may disclose to each other certain information in furtherance of the purpose of
this Agreement; and

WHEREAS, the Parties Disclosing Party would like to protect the confidentiality of its their
confidential information and prevent the unauthorized use and disclosure of the same.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Parties hereby
agree on the terms and provisions of this Agreement as follows:

1. Definitions.

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 (a) (a)”Disclosing Party” shall mean the Party disclosing its confidential information.
(b) “Receiving Party” shall mean the Party receiving confidential information.

(c)“Confidential Information” shall mean only information reasonably related to or directed

to furthering the Permitted Purpose (as defined below) and is:

(i) information that is disclosed by the Disclosing Party directly or indirectly

at the sole discretion of the Disclosing Party and presented in writing and identified
in writing as confidential or, if it is disclosed through electronic communication
means or network such as facsimile and email, is identified as confidential and the
like when such information or data is brought up on the screen, printed out or
presented in human-readable form by other way or, if it is disclosed orally, visually,
or by other medium, is identified as confidential at the time of disclosure and is
then described and identified as confidential in writing within thirty (30) days after
the disclosure; and

(ii) the fact of carrying out the Permitted Purpose and concluding this
Agreement.

Confidential Information includes information or data generated or derived from the

information set forth in Subsection (i) hereof by the Receiving Party in the course of and as a
result of the Permitted Purpose.

2. Permitted Purpose. The disclosure of information hereunder shall be for the purpose of carrying
out an evaluation of the possibility of the Disclosing Party’sMCC granting a non-exclusive license to
the Receiving PartyEIL/HMEL to practice the Disclosing PartyMCC’s proprietary processes for the
manufacture of 1- hexene, as part of the Receiving PartyHMEL’s project to construct acrylic esters
plants in HPCL-Mittal Energy's Bathinda Refinery, Punjab, India. (“Permitted Purpose”).

3. Confidentiality and Non-Use.

(a) The Receiving Party shall hold Confidential Information disclosed by the
Disclosing Party in confidence and shall not disclose such Confidential Information to any
third party, including to any patent office for the purpose of obtaining intellectual property
protection, without the prior written consent of the Disclosing Party. In addition, the
Receiving Party shall not use Confidential Information disclosed by the Disclosing Party for
any purpose other than the Permitted Purpose. The sharing of confidential information by the
Parties herein with each other for the Permitted Purpose shall not be construed as breach of
the provisions of this Agreement.

(b) The obligations on the Receiving Party under this Agreement shall not apply to any
information which the Receiving Party can demonstrate is:

(i) in the possession of the Receiving Party prior to receipt thereof from the
Disclosing Party as shown by a Receiving Party’s prior written records and was not
previously acquired directly or indirectly by the Receiving Party from the

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 Disclosing Party on a confidential basis;

(ii) already available or becomes available to the public through no fault of

the Receiving Party;

(iii) received by the Receiving Party from a third party having a right to
disclose it; or

(iv) developed by or for the Receiving Party independent of any disclosure

hereunder.

(c) Information disclosed under this Agreement shall not be deemed to be within the
foregoing exceptions merely because such information is embraced by more general
knowledge in the public domain or in the Receiving Party’s possession. In addition, no
combination of features shall be deemed to be within the foregoing exceptions merely because
individual features are in the public domain or in a Receiving Party’s possession, unless, the
combination itself and its principle of operation are in the public domain or in a Receiving
Party’s possession.

(d) The Receiving Party shall treat the Confidential Information as confidential and
shall not without the prior written consent of the Disclosing Party:

(i) disclose, communicate, or permit the disclosure, communication or access

of, the Confidential Information or any part of it to any person, firm, company, or
any third party other than to its employees or officers who have a need to know the
Confidential Information in the course of their duties for the Permitted Purpose and
who are aware that the Confidential Information must be kept confidential and have
agreed in writing to terms no less strict than the terms of this Agreement provided
that the Receiving Party shall be responsible for the observance and proper
performance by such employees and officers; or

(ii) make copies or permit the making of copies of the Confidential

Information or any part of it except to the extent reasonably necessary to carry out
the Permitted Purpose.

(e) The Receiving Party shall take and enforce proper and adequate precautions at all
times to preserve the confidentiality of the Confidential Information and any part of it,
including taking all reasonable action to prevent any unauthorized person from obtaining
access to any of the Confidential Information.

(f) Notwithstanding any provisions of this Article 3, if the Receiving Party is required,
pursuant to the order or requirement of a court, administrative agency, or other governmental
body, to make any disclosure, the Receiving Party may disclose only that portion of
Confidential Information that the Receiving Party is legally compelled or is otherwise legally
required to disclose; provided that (i) the Receiving Party shall, if legally permissible, provide
prompt notice of such court order or requirement to the Disclosing Party to enable the
Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure,

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 and (ii) upon the Disclosing Party request, the Receiving Party shall provide reasonable
assistance in obtaining such order or other relief.

4. Term. This Agreement shall become effective and in force on the EFFECTIVE DATE.
Unless extended by mutual written consent of the Parties, the period for the disclosure of Confidential
Information shall expire one (1) year after the EFFECTIVE DATE (“Period”). Notwithstanding the
foregoing, the obligations under this Agreement shall continue to be in effective during the term of the
Period and for a period of twenty (20) years thereafter and the obligations of confidentiality shall
expire thereafter.

5. Return of Information. All Confidential Information disclosed hereunder, including copies,

extracts and summaries thereof, shall at all times remain the property of the Disclosing Party, and the
Receiving Party shall, promptly on demand from the Disclosing Party or promptly on the expiration or
termination of the Period, as directed by the Disclosing Party, return, delete or destroy all documents
and other materials in its possession relating to or containing any Confidential Information of the
Disclosing Party (whether or not such documents were created by a Receiving Party) and shall not
retain any copies or replicas or summary or reports or memoranda, nor any documents containing or
referring to any of the Confidential Information. Notwithstanding the foregoing, the Receiving Party
shall not be required to delete electronic files of the Confidential Information which have been created
in accordance with automatic back-up system or internal disaster recovery procedures, so long as such
electronic files are kept inaccessible for business purposes. Furthermore, the Receiving Party may
retain one (1) copy of the Confidential Information in a secure location solely for the purpose of
reviewing and monitoring its obligations under this Agreement.

6. Warranties and Disclaimer.

(a) The Disclosing Party warrants and represents that it has the right to make
disclosures under this Agreement; that it shall not disclose to the Receiving Party any
information confidential to any third party; and that the terms of this Agreement are not
inconsistent with other contractual and/or other legal obligations it may have, or with the
policies of any institution with which it is associated.

(b) The Disclosing Party makes no warranty as to the commercial availability of the
information and maintains its right to commercialize the information for any use.

(c) No agency or partnership relationship is created by this Agreement; and it is

understood that no Party has any obligation to enter into any further agreements with the other
Party related to any Confidential Information, technology or any other matter.

(d) CONFIDENTIAL INFORMATION IS PROVIDED HEREIN ON AN AS-IS

BASIS, AND NO REPRESENTATION OR WARRANTY OF ANY KIND IS MADE OR
IMPLIED AS TO NON-INFRINGEMENT THEREOF REGARDING ANY TYPE OF
INTELLECTUAL PROPERTY OR THE ACCURACY, COMPLETENESS, OR FITNESS
OF ANY CONFIDENTIAL INFORMATION FOR ANY PARTICULAR USE.

7. Intellectual Property Rights. Nothing in this Agreement shall be construed as granting any
Party any right or license, either express or implied, under any Confidential Information, know-how,

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patent application, patent, trade secret, or any other intellectual property right of the other Party.

8. No Waiver. No failure on the part of any Party to exercise and no delay in exercising any
right, power, remedy, or privilege under this Agreement, or provided by statute or law, will constitute a
waiver of any such right, power, remedy, or privilege.

9. Assignment. This Agreement is personal to the Parties and will not be assignable or
otherwise transferable in whole or in part without the prior written approval of the other Party, except
that the Disclosing PartyMCC may assign, without the prior written consent of the Receiving
PartyEIL, this Agreement to an Affiliate or to a successor in connection with the merger,
consolidation, demerger, or sale of all or substantially all of its assets or that portion of its business to
which this Agreement relates

10. Headings. Headings used herein are for convenience only and shall not in any way affect the
construction of this Agreement, or be taken into consideration in interpreting this Agreement.

11. Governing Law and Arbitration. The interpretation of this Agreement and any uncertainty or
dispute between the Parties in connection therewith shall be construed in accordance with the laws of
Singapore without reference to choice of law provisions. If any disputes or difference of opinion
between the Parties concerning this Agreement arises, each of the Parties shall use its best efforts to
settle such dispute or difference of opinion amicably by negotiation. All disputes, controversies or
differences which may arise among the Parties, out of or in connection with this Agreement or the
breach thereof, which cannot be amicably settled by negotiation by them within a reasonable period of
time, shall be finally settled by arbitration by which each Party is bound. Such arbitration shall be held
in English with venue, seat and place in Singapore administered by the Singapore International
Arbitration Centre in accordance with the then applicable arbitration rules of the Singapore
International Arbitration Centre. The award rendered in such arbitration, shall be final, conclusive and
binding upon each and all of the Parties. These provisions shall not prevent any Party from
approaching any court of competent jurisdiction to seek injunctive or other preliminary relief in cases
of urgency.
This Agreement is not intended to nor shall it create any rights, claims or benefits in any person other
than the Parties, and no person who is not a Party hereto is intended to be a third party beneficiary of
this Agreement and shall have any rights under the Contracts (Rights of Third Parties) Act enacted in
the Republic of Singapore. Accordingly, save to the extent expressly set out herein, no third party shall
derive any benefit or have any right or entitlement in relation to this Agreement.

12. Entire Agreement. This Agreement supersedes all previous oral and written agreements
between the Parties and constitutes the entire understanding between the Parties with respect to the
subject matter of this Agreement. No amendment, modification, or alteration of any of the terms or
provisions of this Agreement shall be valid unless in writing and signed by the Parties thereto.

13. This Agreement may be executed in one or more counterparts, each of which when so
executed and delivered shall be deemed to be an original, but all of which taken together shall
constitute but one and the same instrument. Signatures transmitted by fax or electronic mail (in
portable data format (PDF), including an electronic signature, are permitted as binding signatures to
this Agreement.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorized representatives.

HPCL Mittal Energy Limited

By: __________________________

Name: _________________________

Title: 　 _________________________

Date: __________________________

Engineers India Limited

By: __________________________

Name: _________________________

Title: 　　_________________________

Date: __________________________

MITSUBISHI CHEMICAL CORPORATION

By: __________________________

Name: Yoshiro Suzuki

Title: General Manager, License Group

Date: __________________________

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