NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT

This Non-Disclosure and Non-Solicitation Agreement (hereinafter called this “Agreement”) is made
at ________ on this the ___ day of _____________ (hereinafter called the “Effective Date”)
between:-

(A) M/s ______, a company incorporated in _______ and having its office at _________
(hereinafter referred to as “AFFLE”) (which expression shall mean and include its
affiliates, subsidiaries, parent company, sister concerns, successors and assigns) of One
Part;

AND

(B) M/s _________, a company incorporated under the provisions of the Companies
Act, 1956 and having its registered office at _______ hereinafter referred to as
“Company” (which expression shall mean and include its affiliates, subsidiaries,
parent company, sister concerns, successors and assigns) of Other Part.

(hereinafter collectively referred to as the “Parties”, or singularly, as a “Party”).

WHEREAS :-

(I) AFFLE is desirous of entering into a partnership with the Company for the purpose of
_____________ (hereinafter referred to as the “Purpose”).

(II) Parties to this Agreement intend to disclose to each other information which may include
confidential and proprietary information for the purpose of initiating and / or furthering
the business relationship between them.

NOW THEREOF in respect of the mutual promises, covenants and obligations contained in this
agreement, the sufficiency of which is hereby acknowledged, the parties agree as follows:-

1. Effective Date- The effective date of this Agreement shall be the date when the Parties to
this Agreement affix their respective signature on it and shall remain in effect for a period of
3 years from the date of disassociation of business negotiation/ terms of contract, if any,
arrived at in pursuance between the parties.

2. Definitions: For the purpose of this Agreement, the following definitions apply to the terms
below:-

a. Confidential Information – Confidential Information includes but not limited to any

information, “know-how technical data, materials, products, technology, specifications,
manuals, business plans, software, hardware, configuration/ designs, processes, formulae,
research projects, invention description(s), technical and business information relating to
the proprietary ideas, inventions, ideas, patentable ideas, trade secrets, drawings and/ or
illustrations, existing and/ or contemplated products and services, research and
development, production, costs, profits and margin information, finances and financial
projections, marketing and current or future business plans and models and all other
information in any form whatsoever that pertains to present or future business operations,
process and nature of work done by the Company or any of its Customer, irrespective
whether a Non Disclosure Agreement is signed with such Customer or not and regardless of
whether such information is designated as confidential information at the time of its
disclosure. Trade secrets include any business information which provides an enterprise a
competitive edge. The receiving party shall not disclose any information which is price
sensitive to the disclosing party, which on being disclosed causes irreparable loss to the
disclosing party.

The Confidential Information shall not include the following:

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 i. information which is now or which hereafter becomes publicly known or rightfully
received from the third party without any obligation of confidentiality or available
through no act or failure on the part of Recipient;

ii. information which is actually known to Recipient prior to the time of receipt of such
Confidential Information as can be established by evidence that would be acceptable
to a Court of competent jurisdiction; or

iii. information which is independently developed by Recipient without use of or

reference to the Confidential Information of Owner that does not otherwise
contravene the terms and provisions of this Agreement, and which such independent
development can be established by evidence that would be acceptable to a Court of
competent jurisdiction.

b. Owner/Disclosing Party means the party hereto which possesses the intellectual property
rights or other proprietary rights in and to an item of Confidential Information, as the
context requires, and includes, without limitation, an owner, possessor, developer and
licensee of such Confidential Information.

c. Recipient/Receiving Party means the party hereto who receives or is otherwise privy to,
or comes into possession of, an item of Confidential Information of which it is not the
Owner.

3. Disclosure of Confidential Information: From time to time, the Disclosing Party may disclose
Confidential Information to the Receiving Party. The Receiving Party shall:-

a. limit disclosure of any Confidential Information to its directors, officers, employees,

agents or representatives (collectively “Representatives”) who have a need to know such
Confidential Information in connection with the current or contemplated business
relationship between the parties to which this Agreement relates, and only for that
purpose;

b. advise its Representatives of the proprietary nature of the Confidential Information and of
the obligations set forth in this Agreement and require such Representatives to keep the
Confidential Information confidential;

c. shall keep all Confidential Information strictly confidential by using a reasonable degree of
care, but not less than the degree of care used by it in safeguarding its own confidential
information; and

d. not disclose any Confidential Information received by it to any third parties (except as
otherwise provided for herein).Each party shall be responsible for any breach of this
Agreement by any of their respective Representatives mutatis mutandis in terms of this
Agreement.

4. Use of Confidential Information. The Receiving Party agrees to use the Confidential
Information solely in connection with the current or contemplated business relationship
between the parties and not for any purpose other than as authorized by this Agreement
without the prior written consent of an authorized representative of the Disclosing Party. No
other right or license, whether expressed or implied, in the Confidential Information is
granted to the Receiving Party hereunder. Title to the Confidential Information will remain
solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall
be for the benefit of the Disclosing Party and any modifications and improvements thereof by
the Receiving Party shall be the sole property of the Disclosing Party.

5. Exempting Provision. Notwithstanding anything in the foregoing to the contrary, the

Receiving Party may disclose Confidential Information pursuant to any governmental, judicial,
or administrative order, subpoena, discovery request, regulatory request or similar method,
provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing
Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense,
may seek to make such disclosure subject to a protective order or other appropriate remedy

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 to preserve the confidentiality of the Confidential Information; provided in the case of a
broad regulatory request with respect to the Receiving Party’s business (not targeted at
Disclosing Party), the Receiving Party may promptly comply with such request provided the
Receiving Party give (if permitted by such regulator) the Disclosing Party prompt notice of
such disclosure. The Receiving Party agrees that it shall not oppose and shall cooperate with
efforts by, to the extent practicable, the Disclosing Party with respect to any such request for
a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is
unable to obtain or does not seek a protective order and the Receiving Party is legally
requested or required to disclose such Confidential Information, disclosure of such
Confidential Information may be made without liability.

6. Proprietary Rights – No license of any patent right, copyright, or any other right in respect of
the Confidential Information other than as necessary to ensure the rights specifically granted
herein, is granted to the receiving Party under this Agreement by implication or otherwise.
This Agreement shall not constitute any representation, warranty, or guarantee to the
receiving Party by the disclosing Party that Confidential Information does not infringe patents,
copyrights or any other rights of third parties.

7. Remedies. Both parties acknowledge that the Confidential Information to be disclosed

hereunder is of a unique and valuable character, and that the unauthorized dissemination of
the Confidential Information would destroy or diminish the value of such information. The
damages to Disclosing Party that would result from the unauthorized dissemination of the
Confidential Information would be impossible to calculate. Therefore, both parties hereby
agree that the Disclosing Party shall be entitled to injunctive relief preventing the
dissemination of any Confidential Information in violation of the terms hereof. Such injunctive
relief shall be in addition to any other remedies available hereunder, whether at law or in
equity.

8. Business Relationship – This Agreement does not represent, and in no way implies:-

a. an existing partnership/joint venture or other commercial relationship between the

Parties;

b. an authorization for either Party to act as the agent or representative of the other;

c. an agreement or commitment by either Party to purchase, acquire, develop or use the

products or services of the other Party; or

d. an encouragement to either Party to expend funds or other resources in the

development of products or services.

9. Non-Binding Agreement for Transaction. The parties agree that neither party will be under
any legal obligation of any kind whatsoever with respect to a transaction by virtue of this
Agreement, except for the matters specifically agreed to herein. The parties further
acknowledge and agree that they each reserve the right, in their sole and absolute discretion,
to reject any and all proposals and to terminate discussions and negotiations with respect to a
transaction at any time. This Agreement does not create any business relationship between
the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable
transaction documents entered into between the parties (or their respective affiliates) for the
Transaction shall supersede this Agreement. In the event such provision is not provided for in
said transaction documents, this Agreement shall remain in effect.

10. Non-Solicitation of Employees. During the term and for a period of two years thereafter the
Recipient and the Disclosing Party agree that either shall not, directly or indirectly including
through an affiliate, solicit, hire, negotiate with or contact any employee of the other party
for the purpose of hiring them, placing them in any organization or causing them to terminate
their employment relationship with the other party or attempt to employ, - directly or
indirectly or cause to be employed, any employee of the other party. Both parties agree that
in the event of any breach of this covenant, the defaulting party shall be liable to pay the
aggrieved party, monetary damages to the extent of annual compensation/remuneration/fee
of each solicited/hired employee. For purposes of clarification it is noted that non-solicitation

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 as above is applicable to all affiliates, subsidiaries, parent company, sister concerns,
successors and assigns of both the Recipient and the Disclosing Party.

11. Return of Confidential Information – Receiving Party shall immediately return and redeliver
to the other party any/all tangible material embodying the Confidential Information provided
hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or
derivative information deriving there from and all other documents or materials including
copies of any of the foregoing, that have been converted to computerized media in the form
of image, data or word processing files either manually or by image capture, based on or
including any Confidential Information, in whatever form of storage or retrieval, on
(i) the completion or termination of the dealings between the parties contemplated
hereunder;
(ii) the termination of this Agreement; or
(iii) at such time as the Disclosing Party may so request.

Alternatively, the Receiving Party, on the receipt of written consent of the Disclosing Party
may immediately delete/ destroy any of the foregoing embodying Confidential Information (or
the reasonably non-recoverable data erasure of computerized data) and, upon request, certify
in writing such destruction by an authorized officer of the Receiving Party supervising the
destruction.

12. No Assignment. Recipient shall not assign or transfer any rights or obligations under this
Agreement without the prior written consent of the Disclosing Party.

13. Warranty. Each party warrants that it has the right to make the disclosures under this
Agreement. However, no party is under any obligation under this Agreement to disclose any
Confidential Information it chooses not to disclose. Neither Party hereto shall have any
liability to the other party nor to the other party’s Representatives resulting from any use of
the Confidential Information except with respect to disclosure of such Confidential
Information in violation of this Agreement.

14. Dispute Resolution. Any dispute, violation, controversy, contest or claim arising out of or
relating to this agreement or the breach, termination or validity thereof shall be endeavored
to be resolved amicably in the first instance. The parties agree to meet to resolve the dispute
in good faith. On failure to resolve the said dispute within a period of 30 days from the date of
commencement of such dispute, the dispute shall be referred a Sole Arbitrator appointed
mutually by both the parties to this agreement. The Arbitral proceedings shall be in
accordance with the Arbitration and Conciliation Act, 1996. The place of arbitration shall be
New Delhi and the language of the Arbitration proceedings shall be in English .

The award rendered in any arbitration commenced hereunder shall be final and binding, and
that the arbitral award may be enforced against the Parties to the arbitration proceeding or
their assets wherever they may be found and that a judgment upon the arbitral award may be
challenged as per the provisions Arbitration and Conciliation Act, 1996 before the courts of
_____.

15. Miscellaneous

a. Applicable Law. This Agreement is governed by and shall be construed, interpreted, and
enforced in accordance with the laws of India.

b. Entire Agreement. This Agreement, including the annexed Annexures, constitutes the
final and exclusive statement of the terms of the agreement between the parties
concerning it subject matter, and supersedes any and all prior or contemporaneous oral or
written agreements, proposals, representations, statements, understandings between
parties.

c. Severability. If any provision of this agreement will be held to be invalid or unenforceable

for any reason, the remaining provision of this agreement will continue to be valid and
enforceable. If a court of competent authority finds that any provisions to be invalid and

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 unenforceable, but that by limiting such provisions it would become valid and enforceable,
then such provision will be deemed to be written, construed, and enforced as so limited.

d. Amendment. Disclosing Party may at any time amend the provisions of this Agreement
subject to the mutual consent of both the parties to this agreement.

e. Notices – All legal notices will be in writing and sent to the addresses below. Addresses
may be modified at any time by written notification from one party to the other party.
Any such notice will be deemed to have been duly given:-

i. if delivered by hand, on the date of delivery; or

ii. if by mail to a local address, three (3) days after posting if posted to a local address;
or

iii. if to an overseas address and sent by a recognized international express courier, five (5)
days after deposit with such express courier; or

iv. if sent by facsimile or email, on the day of confirmation of transmission.

For AFFLE, all notices shall be sent to:-

Address:
Attention:

For the Company, all notices shall be sent to:-

Address:

Attention:

f. Counterparts. This Agreement may be executed in counterparts with the same effect as if
both the parties hereto had signed the same document. Each counterpart shall be as valid
and binding as each other counterpart and all counterparts shall be construed together
and shall constitute one agreement.

16. Recipient’s Acknowledgement. The Recipient acknowledges the economic value of the
disclosing party’s confidential information. The receiving party shall:

a. Use the confidential information only for the purposes which are set forth above;

b. Restrict disclosure of the confidential information to the employees of the recipient and
its affiliates with a “need to know” and not to disclose it to any other person or the entity
without the prior written consent of the Disclosing party.

Advice those employees provided confidential information of their obligations with respect
thereto.

IN WITNESS WHEREOF the Parties hereto have executed this Agreement by their respective and
duly authorised representatives on the date set out at the beginning.

For M/s )
Name: ) Witnesses:-
Designation: ) 1.

and

For ) 2.
Name: )
Designation: )

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