CONFIDENTIALITY AGREEMENT

This CONFIDENTIALITY AGREEMENT (“Agreement”) is effective on the ____ day of ______ , 2022,
and is executed by and between

Engineers India Limited, (Corporate Identity No. L74899DL1965GOI004352),

a company incorporated under the Companies Act, 1956 having its registered office at 1, Bhikaji
Cama Place, New Delhi 110066, India, (“EIL”), which expression shall include, unless repugnant to
the context, its successors and permitted assigns.

and

_________________________________ (hereinafter referred to as “The Receiving Party”)

, a firm/ company incorporated under the laws of India, having its principal /registered office at
______________, which expression shall include, unless repugnant to the context, its successors and
permitted assigns.

EIL and THE RECEIVING PARTY are individually referred to as PARTY or collectively as PARTIES.

WHEREAS,

A. EIL is exploring an opportunity of acquiring minority stakes in Target ‘X’ which is establishing a
BioFuel refinery for production of Ethanol and other value added chemicals in North East India
(“Project”).
B. THE RECEIVING PARTY is a reputed law firm in India engaged in the business of providing
____________ inter alia various legal services to its clients.
C. EIL requires to engage a Legal Advisor (LA) for providing ‘buy’ side legal advisory services
(“Services”) for acquiring equity stake in Target X, and THE RECEIVING PARTY has
represented EIL that it has the requisite capacity to perform the Services in an efficient manner.
D. THE RECEIVING PARTY has expressed its willingness to perform the Services and is willing to
submit its proposal pertaining to Services for evaluation by EIL and if selected, to perform the
Services for EIL in manner agreed by the Parties (“Purpose”).
E. THE RECEIVING PARTY desires to obtain information in relation to the Project from EIL, for
carrying out the Purpose.
F. In consideration of THE RECEIVING PARTY agreeing to strictly abide by the terms and
conditions of this Agreement, EIL has agreed to the sharing of the Confidential Information
(hereinafter defined) with THE RECEIVING PARTY.

NOW, THEREFORE, it is agreed as follows:

1. Definitions
“Affiliate” means any corporation or other legal entity which is controlled by a party,
 controls a party, or is under the common control with a party. For this definition, control
means ownership, directly or indirectly, of fifty percent (50%) or more of the equity interest
or shares entitled to vote for the election of directors.
“Confidential Information” means 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, and more particularly any and all information pertaining to the Target
‘X’ its shareholders, investors, licensors, vendors, financers provided by EIL in whatever
form, or received or acquired by THE RECEIVING PARTY from EIL or any other source,
whether labeled as confidential or not, heretofore or hereinafter disclosed to or obtained by
THE RECEIVING PARTY whether directly or indirectly as well as all information that contains
or reflects such information.

2. Obligation of Confidentiality and Limited Use

a. Notwithstanding any other provision in this Agreement, prior or subsequent agreements

between the Parties, THE RECEIVING PARTY shall hold in confidence all of the
Confidential Information and there shall be no disclosure of Confidential Information, in
whole or in part, to any third party (including Affiliates of THE RECEIVING PARTY). Any
further disclosure shall be at the discretion of EIL and shall not be done by THE
RECEIVING PARTY without the prior written approval of EIL.

b. THE RECEIVING PARTY shall use Confidential Information solely for the Purpose. THE
RECEIVING PARTY shall not make known nor cause or permit others to make known to
any third party any correlation or identity which may exist between: (i) Confidential
Information acquired in connection with or as a result of this Agreement; and (ii) any
other technical or business information known or made available to THE RECEIVING
PARTY from any other source.

3. Exclusions.

THE RECEIVING PARTY’s obligations under Section 2 shall not apply to any information
which THE RECEIVING PARTY can show by written evidence:
(a) is in the public domain at the time of disclosure;
(b) enters the public domain after disclosure through no fault of THE RECEIVING PARTY;
(c) is in the possession of THE RECEIVING PARTY at the time of disclosure and which THE
RECEIVING PARTY, without breach of any obligation, is free to disclose to others, except if
previously acquired, directly or indirectly, from a third party under any confidentiality
obligation; or
(d) is provided to THE RECEIVING PARTY after disclosure by a third party that is not under
any confidentiality obligation.

Detailed information is not excluded from the obligations of Section 2 merely because such
information is embraced by more general information excluded under subparts (a), (b), (c),
or (d). Neither will a combination of features be excluded unless the combination itself and
its principles of operation fall within (a), (b), (c), or (d).
4. Permitted Disclosure and Minimum Safeguards

THE RECEIVING PARTY shall (a) limit access to Confidential Information to only those
employees of THE RECEIVING PARTY who need to know for the Purpose and who have
agreed in writing: (i) to hold such information in confidence, (ii) not to use Confidential
Information, except as permitted by the terms of this Agreement; (b) advise each such
employee of the confidential nature of Confidential Information and of the obligations of
this Agreement; (c) undertake reasonable measures to ensure that each such employee
complies with all such obligations; (d) maintain all documents and other materials
containing Confidential Information in a manner to ensure strict confidentiality. Any access
otherwise than as provided in this clause shall be deemed to be breach of obligations of THE
RECEIVING PARTY under this Agreement. At no time shall THE RECEIVING PARTY disclose
any similarity which may exist between any information made available to THE RECEIVING
PARTY hereunder and any other information which it may possess or acquire. THE
RECEIVING PARTY shall keep the contents and the fact of existence of this Agreement,
confidential.
The Confidential Information shall not be used for THE RECEIVING PARTY’S own benefit or
for any other purpose whatsoever, including, without limitation, any technical/ legal
development, research, publication, or the obtaining of any commercial benefit for THE
RECEIVING PARTY or any third party. With no prejudice to any stipulations hereunder, this
Agreement convenes no implied acquiescence for THE RECEIVING PARTY to autonomously
use or utilize or appropriate in any manner the Confidential Information under this
Agreement without the written authorization of EIL.

5. Legally Compelled Disclosure

In the event THE RECEIVING PARTY is required by applicable law or legal process to
disclose any Confidential Information, such disclosure shall not constitute a breach of this
Agreement provided that, prior to making any such disclosure, THE RECEIVING PARTY (a)
provides EIL with prompt notice of such requirement so that it may seek an appropriate
protective order or other remedy, (b) consult with EIL with respect to taking steps to resist
or narrow the scope of such required disclosure and (c) THE RECEIVING PARTY shall
undertake reasonable efforts to protect the confidential information and narrow down the
scope of such required disclosure.

6. Return or Destruction of Confidential Information

Upon completion of the Contract/ Project or at EIL’s request, whichever is earlier, THE
RECEIVING PARTY shall promptly return or destroy all documents and materials that
contain or reflect the Confidential Information provided that THE RECEIVING PARTY may
retain one copy for the sole purpose of determining its compliance to the obligations under
this Agreement and such other copies for internal statutory compliance requirements and
other compliances. Any Confidential Information retained pursuant to this clause shall
continue to remain subject to the confidentiality and non-disclosure obligations of this
Agreement indefinitely.

7. No Grant of Rights

THE RECEIVING PARTY acknowledges and agrees that it does not have any right (except as
otherwise expressly set forth herein and limited to the Purpose), title or interest in any
 Confidential Information or to any of the technology embodied therein. THE RECEIVING
PARTY agrees that it will not publish any articles relating to the Confidential Information
without obtaining EIL’s prior written permission. Except as expressly set forth in this
Agreement, no right or license is granted by EIL to THE RECEIVING PARTY in relation to
Confidential Information and THE RECEIVING PARTY agrees not to use such Confidential
Information for any purpose other than the Purpose. THE RECEIVING PARTY agrees that it
shall not utilize any Confidential Information in the generation of any intellectual property,
including but not limited to design around activities, preparation of patent applications.
Should THE RECEIVING PARTY use any of EIL’s Confidential Information in any IPR
application or the prosecution of any IPR application, such IPR application (and anything
that derives from it) shall be automatically assigned to EIL and THE RECEIVING PARTY shall
execute any and all documents necessary to affect such assignment.

8. Disclaimer

EIL makes no other representation or warranty, express or implied, regarding Confidential

Information, or its completeness, merchantability, or fitness for a particular use, and
disclaims all implied representations and warranties provided by statute or law. EIL makes
no representations and extends no warranties or conditions of any kind, either express or
implied, by operation of law or otherwise, with respect to the accuracy or completeness of
the Confidential Information furnished hereunder. In no event shall EIL be liable to THE
RECEIVING PARTY for (i) special, indirect, incidental or consequential damages, including,
without limitation, or (ii) loss of profits or goodwill, capital, loss of work expenses or claims,
with respect to the Confidential Information. EIL shall not be liable in negligence or
otherwise for any loss or expense arising from the use of any Confidential Information
or any allegation that such use infringes any THIRD PARTY intellectual property
right. THE RECEIVING PARTY will indemnify EIL against any THIRD PARTY claim for loss
or damage (including personal injury or death) arising from or in connection with use of
Confidential Information by THE RECEIVING PARTY.

9. No Assignment/Sub-Contracting

Without the prior written consent of EIL, THE RECEIVING PARTY shall neither attempt to
assign any of its rights under this Agreement nor subcontract the performance of the
Services or part of it which require the use or disclosure of Confidential Information.

10. Injunctive Relief

THE RECEIVING PARTY agrees that due to the unique nature of the Confidential
Information, there is no adequate remedy at law for breach of this Agreement and therefore
with respect to any actual or threatened violation of this Agreement by or through THE
RECEIVING PARTY, in addition to whatever remedies may be available under applicable
law, EIL shall be entitled to specific performance of this Agreement and to injunctive relief
to prevent the disclosure or unauthorized use of any Confidential Information.

11. Governing law and Dispute Resolution.

This Agreement is governed by and shall be interpreted in accordance with the laws of India
without reference to the provisions of conflict of law. All disputes or claims arising out of or in
 connection with this Agreement or the breach, termination or validity thereof shall exclusively
and finally be settled through adjudication by Sole Arbitrator in accordance with the Arbitration
and Conciliation Act, 1996 (and its amendments thereto). The arbitral proceedings shall be under
the aegis of Delhi High Court international Arbitration Centre. The fee of arbitrator shall be as per
the fee schedule of DIAC which is as per the model fee schedule contained in Schedule IV of
Arbitration and Conciliation Act, 1996 as amended in 2015).

On invocation of the Arbitration clause by either party, EIL shall suggest a panel of three
independent and distinguished persons to THE RECEIVING PARTY from the Panel of
Arbitrators maintained by ‘Delhi International Arbitration Centre (DIAC) to select any one
among them to act as the Sole Arbitrator. In the event of failure of the other party to select the
Sole Arbitrator within 30 days from the receipt of the communication from EIL suggesting the
panel of arbitrators, the right of selection of the sole arbitrator by the other party shall stand
forfeited and the EIL shall appoint the Sole Arbitrator from the suggested panel of three
Arbitrators for adjudication of dispute(s). The decision of EIL on the appointment of the sole
arbitrator shall be final and binding on the other party.

The Arbitration proceedings shall be in English language and the seat, venue and place of
Arbitration shall be New Delhi, India only.

All matters relating to this Agreement and arising out of invocation of Arbitration clause are
subject to the exclusive jurisdiction of the Court(s) situated at New Delhi.

12. Entire Agreement and Severability

This instrument constitutes the entire Agreement between the parties on the subject matter
and can only be amended by a written document signed by both parties expressly stating
that it is an amendment to this Agreement. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of any other
provision and this Agreement and shall be construed and enforced as if the Agreement did
not contain such invalid or unenforceable provision.

13. Audit

EIL shall have the right during THE RECEIVING PARTY’s regular business hours to: (a)
inspect the relevant records of THE RECEIVING PARTY related to this Agreement; (b)
confer with knowledgeable employees of THE RECEIVING PARTY; and (c) visit the facilities
where the services in relation to the Contract/ Project are being performed, to verify THE
RECEIVING PARTY’s compliance with the terms and conditions of this Agreement. Such
Audit may be carried out by EIL or through its authorized agency.

14. Notices

All Notices shall be in writing in the English language and shall be addressed to the parties
at their respective registered addresses set forth herein. Each Party may change its address
for purposes hereof by Notice given to the other Party in the manner prescribed herein. All
Notices shall be given by one of the following methods: (a) by registered or certified mail,
(b) by facsimile, confirmed by registered or certified mail, or (c) by express courier delivery,
 confirmed by written proof thereof. All Notices shall be deemed effective on the date that is
ten (10) calendar days after (x) the date on which sent by registered or certified mail or (y)
the date on which sent by facsimile, confirmed by registered or certified mail or (z) the date
on which sent by express courier delivery.

15. Counterparts

This Agreement may be signed in two counterparts, each of which shall be deemed an
original.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed in
two originals, effective as of the date first hereinabove written.

____________________________________________ Engineers India Limited

By: 16. By:

17.
Name: 18. Name:
19.
Title: 20. Title:
21.
Date: 22. Date:

Witness

1. 1.

2. 2.