SECRECY AND NON-USE AGREEMENT

THIS AGREEMENT is made on November xxxx, 2022 ("the Effective date')

between'

(1) Engineers
India Limited (EIL), a company registered in India under the Indian Companies Act,
1913/1956 having its registered office at Engineers India Bhavan,1 Bhilkaji Cama Place.
New Delhi - 110066 ("EIL"); and

(2) IndianOil Corporation Limited (IOCL), company registered under the laws of India having its
registered office at IndianOil Bhavan, G-9, Ali Yavar Jung Marg Bandra (East), Mumbai-400
051.

Hereinafter, EIL and IOCL may be referred to individually as a "Party" and collectively as the
"Parties".

Hereinafter, IOCL may be referred to as a "Disclosing Party"

Hereinafter, EIL may be referred to individually as a "Receiving Party".

RECITALS:

1. WHEREAS, IOCL awarded a job EIA & RRA study for Digboi Refinery Expansion Project (Job
No B633) (“Purpose”).

IOCL has the intention to enter into or have entered into a license agreement.

2. In order that EIL may start providing Consultancy Services to IOCL, EIL desires to
obtain information in relation to Technology and BDEP owned and prepared by IOCL.

3. IOCL is willing to disclose or otherwise provide information directly or indirectly to EIL in

accordance with the terms and conditions set forth below.

IT IS HEREBY AGREED as follows:

A- Definitions:

"Ind-Coker” technology means a thermal cracking process for upgradation of heavy residual oil.
"EPCM Services" means detailed engineering, procurement and construction management
services to be performed by EPCM vendor (to be finalized by IOCL).
"Information" means and include information related to any data, plans, drawings,
specifications, flow sheets, instructions, know-how, training, or any other communication of
a technical, commercial or business nature disclosed or provided to EIL by IOCL, directly or
indirectly, or by any other means, in connection with preparation of EIA & RRA study report .

Page 1 of 6
 Information disclosed orally shall be reduced into writing within 30 (thirty) days of such
disclosure by IOCL and shall be transmitted to the Receiving Party.
Technology" means and includes "Ind-Coker" technology know how developed by IOCL,
revamp of existing AVU , new Hydrogen generation Units (Licensor to be decided) , Offsite &
associated facilities, any technical documents supplied to Indian Oil Corporation Limited by
outside agencies which shall be shared with EIL for the purpose of carrying out EIA & RRA
study .

B —Restrictions

In consideration of the disclosure of Information by IOCL to Receiving Party, whether directly

or indirectly:
B1) Receiving Party acknowledges that Information is of considerable value to Disclosing Party
and agrees not to use the Information for any purposes whatsoever other than for the
purpose of providing the Consultancy Services to IOCL in connection with the carrying outr EIA &
RRA study for Digboi Refinery Expansion Project.
B2) Receiving Party shall keep Information confidential and not reveal any of it to any third party
other than specifically permitted under B3) below. and
(i)Receiving Party shall confine Information to those of its employees who are directly
concerned with the Purpose and Receiving Party shall ensure that such individuals do
not disclose Information or use it for any other purpose; and
(ii)Receiving Party shall not file any patent, utility model or design application based upon or
disclosing any Information, and
(iii)Receiving Party shall not remove or deface any notice of confidentiality or any copyright
notice from Information; and
(iv)If the Information is included in a document prepared or created by Receiving Party such
documents shall include the appropriate marking of confidentiality and designation of
ownership in not less clear and accurate form than is found in the original
documentation.
B3) Receiving Party may disclose information to its consultants, suppliers and subcontractors but
only to the extent necessary to enable the Receiving Party to carry out the Consultancy
Services for the Purpose. Receiving Party shall obtain a signed secrecy and non-use
undertaking from all consultants, suppliers, contractors and subcontractors to whom
Information is to be disclosed. Without prejudice to Disclosing Parties right to enforce such
undertakings itself, Receiving Party shall further ensure that the said undertakings are
observed and enforced. At the request of Disclosing Parties, a copy of each signed secrecy
undertaking shall be provided to Disclosing parties.
Page 2 of 6
B4) Any such agreement signed pursuant to (B3) above shall not be construed as authorization to
use such information so disclosed in general except for what has been specifically agreed
upon in writing.
B5) The said confidentiality obligations shall not apply to Information that:

(i) Receiving Party can show by documentary evidence was known to it prior to the Effective
Date and not obtained or derived directly or indirectly from Disclosing Parties' or
(ii) is or becomes public or available to the public otherwise than through the act or breach by
Receiving Party or the acts or breach by Receiving Party's employees or agents, or persons
under an obligation of confidentiality directly or indirectly to EIL or IOCL; or
(iii) Receiving Party has obtained from a third party lawfully in possession of such Information,
which third party is not under an obligation of confidentiality and/or non-use directly or indirectly
to EIL or IOCL or
(iv) Receiving Party is required to disclose pursuant to an order of a court of competent jurisdiction
or in compliance with the provisions of any law or regulation in force from time to time.

C — General Conditions

Cl) No representation, warranty or condition, express or implied is given or entered into by

Disclosing Parties hereunder, regarding the accuracy or sufficiency of any of the Information or
its suitability for the Purpose for which it is intended and Receiving Party hereby undertakes not
to allege the existence and/or breach of any such representation condition or warranty in any
proceedings whether in contract, tort (including negligence) or otherwise.
C2) No right in or to the Information is granted hereunder except as expressly set forth in Article B1)
above.
C03) No grant or agreement to grant to Receiving Party any license, right, Immunity title or interest
in or to any present or future patent, patent application know-how. Copyright, trademark, trade
secret or other proprietary right or interest, is made herein, expressly or by implication.
C4) Nothing herein shall be construed as a commitment by any Party and/or Parties to enter into
any further agreement and/or any business arrangement with any of the other Parties.
C5) All Information disclosed or otherwise provided to Receiving Party shall at all times remain the
property of IOCL, and upon written request of IOCL Receiving Party shall deliver to IOCL or
destroy any and all Information in its possession and all information generated by it or on its
behalf Information, covering in either case all tangible, machine readable and/or electronic
originals or copies thereof, except for one (1) confidential file copy which Receiving Party may
retain for the sole purpose of determining compliance with its obligations hereunder.

Page 3 of 6
C6) Receiving Party compliance with Article C5) will not affect the continuation in full force and
effect of any of the other terms of this Agreement. This Agreement shall come into effect on the
Effective Date and each Party's obligation, including obligations of confidentiality, under this
Agreement shall terminate upon expiry of 15 (fifteen) years from the Effective Date.

C7) Receiving Party shall take all reasonable measures to ensure that all its employees, who
receive Information for the Purpose adhere to their obligation to protect the Information
(pursuant to the requirements described in Article B2) both during and after the provision of
the Consultancy Services to IOCL and on request co-operate with Disclosing Parties in
enforcing such obligations, including but not limited to disclosing the identity of such persons
and disclosing information that Receiving Party has relating to potential violations of the
requirements of Article B.

C8) No amendment to this Agreement shall be validly made unless made in writing and signed by
the Parties.
C9) Receiving Party may not assign or transfer this Agreement without prior written consent of
Disclosing Parties.

C10) Receiving Parties will not export any Information furnished directly or indirectly by IOCL
hereunder in violation of any applicable government's export-control or customs laws or
regulations.

C11) Receiving Party shall disclose any or all invention(s) or improvement(s) conceived (based on
the Information disclosed which Receiving Party obligated to hold in confidence), by or on
behalf of Receiving Party. Receiving party expressly agrees to grant a non-.exclusive,
worldwide, irrevocable, royalty free license right on any or all such invention(s) and/ or
improvement(s) to Disclosing Parties, whether patentable or not.

D - Formalities

D1) This Agreement is given in consideration of the disclosure of Information to be made,

permitted or facilitated by any of the Parties and shall be governed by laws of India,
disregarding any conflicts of law rules which may direct the application of the laws of another
jurisdiction.

D2) Parties shall endeavor to resolve all disputes amicably, in the event of any dispute or
difference relating to the interpretation and application of the provisions of commercial
contract between Central Public Sector Enterprises which is not resolved by amicable
means such dispute or difference shall be taken up by either party for resolution through
Administrative Mechanism for Resolution of CPSES Disputes (AMRCD) as mentioned in
DPE 0M No 4(1)/2013-DPE(GMl/FTS'1835 dated 22 05-2018 or as per applicable
guidelines. Any dispute between any of the Parties in connection with or arising out of
this Agreement, including any question regarding its validity, interpretation or effect, shall be
referred to arbitration. The arbitration shall be confidential and be held in English, in

Page 4 of 6
 Guwahati, Assam, India , in accordance with the Arbitration and Conciliation Act 1995. The
number of arbitrators shall be three, with the Receiving Party nominating one and Disclosing
Parties nominating another, Those arbitrators will appoint the third arbitrator. The arbitrators'
decision shall be final and binding on the parties to the arbitration.

D3) The arbitration award shall be final and binding upon the parties to the arbitration. These
parties shall execute the award accordingly. The cost of arbitration shall be borne equally by
the Parties to the arbitration. The Courts of Guwahati shall have exclusive jurisdiction.

D34) Notwithstanding any current or pending arbitration proceedings, the Parties agree that since
damages alone may be an inadequate remedy for breach of this Agreement, only Disclosing
Parties shall have the right to seek interim reliefs from any court having jurisdiction over the
Parties if in the opinion of Disclosing Parties such action is necessary. Receiving Party will
not be entitled to initiate any proceedings for any interim relief or approach any courts in
respect of any dispute between any of the Parties as to the validity, interpretation or effect of
this Agreement or as to any other matter in connection with this Agreement.

D45) This Agreement and the confidentiality obligations contained herein shall come into effect
upon the Effective Date being the date shown at the start of this Agreement.

D56)The Parties warrant that their respective signatories to this Agreement have the legal right and
full power and authority to execute this Agreement, they as a party have the legal right and full
power and authority to enter into and perform this Agreement, and that this Agreement has
been executed by and between the Parties in accordance with their own constitutional
requirements and legal formalities, so that it constitutes a valid and legally binding obligation.

IN WITNESS WHEREOF, an authorized representative of each party has executed this Agreement

For and on behalf Engineers India Limited

Signature:

Name:

Position:

For and on behalf of Indian Oil Corporation Limited, Assam Oil Division (Digboi Refinery)

Signature:

Page 5 of 6
Name:

Position: (Authorised Representative)

Page 6 of 6