Mutual Non-Disclosure Agreement

This Agreement is made and entered at on this day of , 2018 by and between

M/s Novateur Electrical & Digital Systems Private Limited, CIN No.
U31909MH2010PTC206487, a Company duly incorporated and registered under the provisions of
the Companies Act, 1956 and having its registered office at 61/62, 6 th Floor, Kalpataru Square,
Kondivita Road, Off Andheri Kurla Road, Andheri(E) Mumbai -400059, India, (hereinafter unless
otherwise specifically designated referred to as “Novateur” which expression shall unless
repugnant to the context or meaning thereof be deemed to include in so far as the company is
concerned its successors and permitted assigns and in so far as the others are concerned their
respective heirs, executors, administrators and legal representative) of the First Part.

AND

M/s , a Company duly incorporated and registered under the provisions

of the Companies Act, 1956 and having its registered office at (hereinafter
unless otherwise specifically designated referred to as “ ” which expression shall unless
repugnant to the context or meaning thereof be deemed to include in so far as the Company is
concerned its successors and permitted assigns and in so far as the others are concerned their
respective heirs, executors, administrators and legal representative) of the Second Part.
Whereas Novateur is engaged in trading and manufacturing of Electrical Products in the categories
of Energy Distribution, Wiring Devices, Uninterrupted Power Supply Systems (UPS), Home
Automation, Structured Cabling, Lighting Management Solutions, Cable Management, Rack
Solutions and Industrial Application Products.

Whereas, “ ” is interalia engaged in the .

Whereas “Novateur” and “ ” each referred to as “party” and together referred to as “the
Parties”

WHEREAS, either Party possesses certain confidential proprietary information; and

WHEREAS the term “DISCLOSING PARTY” means the party who is disclosing the confidential
information and the term “RECEIVING PARTY” means the Party to whom Confidential
Information has been supplied hereunder by the DISCLOSING Party;

WHEREAS, in connection with the pursuit, evaluation and/or feasibility of a business relationship,
and/or the consummation of a transaction (collectively, the "Business Purposes") between the two
parties hereto, the confidential proprietary information of one Party may become available to the
other Party.

WHEREAS, either Party desires to prevent the unauthorized use and disclosure of its confidential
proprietary information.

NOW THEREFORE, in consideration of these premises and for other good and valuable
consideration, Receipt of which is hereby acknowledged, the parties agree as follows:

The DISCLOSING PARTY wishes to exchange with the RECEIVING PARTY, certain
CONFIDENTIAL INFORMATION relating to the business of DISCLOSING PARTY (hereinafter
“CONFIDENTIAL INFORMATION”), this Agreement shall govern the conditions of disclosure of
CONFIDENTIAL INFORMATION by the DISCLOSING PARTY.

Definitions:

(a) “Confidential Information”

Any information, technical data, or know-how, including, without limitation, which relates to
research, products, services, customers, markets, developments, inventions, processes, designs,
drawings, engineering, strategic plans, marketing or financial information of the DISCLOSING
party. All Confidential Information, to the extent practical, shall be disclosed in documentary or
tangible form marked as “Confidential”. In the case of disclosures in non-documentary form made
either orally or by visual inspection, the DISCLOSING party shall have the right, or if requested by
Recipient, the obligation to confirm in writing within sixty (60) days after the disclosure is made,
the fact that such information is confidential and protected hereunder. The amount and type of
Confidential Information to be disclosed is completely within the sole discretion of the
DISCLOSING party. However, Confidential Information does not include information, technical
data or know-how which –
I. At the time of disclosure, is available to the general public; or
II. At later date, becomes available to the general public without any fault of Recipient
and then only after such later date; or
III. In the possession of the Recipient with the full right to disclosure prior to its receipt
 from the DISCLOSING Party, as evidenced by written records; or
IV. Is disclosed to Recipient without restriction on disclosure by a third party who had
the lawful right to disclose such information; or
V. Is disclosed by Recipient with the prior written approval of the DISCLOSING party;
or
VI. Is disclosed pursuant to a court order or is otherwise required by law to be disclosed;
provided that Recipient has notified the DISCLOSING party immediately upon
getting information / possibility of any such court order or legal requirement and has
given the DISCLOSING party a reasonable opportunity (and co-operate with
DISCLOSING party) to contest or limit the scope of such required disclosure
including application for a protective order; or
VII. Is independently developed by or for the parties independent of any
disclosure here under. Information shall not be deemed to be available to the
general public for the purposes of the above exclusions from the definition of
Confidential Information, merely because it is embraced by more general
information in the prior possession of Recipient or of others, or merely because it is
expressed in public literature in general terms not specifically in accordance
with the Confidential Information.

(b). Recipient:

For the purposes of this Agreement, the term “Recipient” means the Party to whom Confidential
Information has been supplied hereunder by the DISCLOSING Party and to its bonafide employees
who have received the confidential information for the purposes of carrying out specific work
assigned to them.

The parties hereby agree:

1) Reasonable Care:
To perform all terms of this Agreement and to maintain the CONFIDENTIAL INFORMATION in
confidence, giving it the same degree of care, but no less than a reasonable degree of care, as the
parties exercise with their own CONFIDENTIAL INFORMATION to prevent its unauthorized
disclosure;

2) Scope and Use:

To exchange and use the CONFIDENTIAL INFORMATION solely for the purpose of evaluation
and development of a working relationship between the parties.

3) Like Obligation of Confidentiality:

That neither PARTY, without the prior written consent of the other, shall disclose any portion of the
CONFIDENTIAL INFORMATION to others such as subsidiaries, stockholders, partners, co-
venture, trading partners and associates except to their employees, agents, consultants,
subcontractors or other personnel (collectively referred to as Affiliates) having a need to know in
order to accomplish the sole purpose stated above, and who are bound by a like obligation of
confidentiality under this Agreement and the recipient party shall be liable for any breach of this
agreement by any of its affiliates mentioned above;

4) Nondisclosure and Non-Use of Confidential Information:

a)Recipient agrees not to disclose the Confidential Information disclosed to it by the DISCLOSING
party to third parties or to Recipient’s employees except employees who are required to have the
Confidential Information in order to carry out the contemplated purposes described in point 2
above.

b) Each party agrees that it will take all reasonable steps to protect the secrecy of and avoid
disclosure or use of Confidential Information of the other party in order to prevent it from falling
into the public domain or the possession of unauthorized persons which shall include the highest
degree of care that Recipient utilizes to protect its own Confidential Information of similar nature.
Recipient shall require each of its employees to whom Confidential Information is disclosed to hold
such Confidential Information in confidence and not to disclose or, except in accordance with the
terms hereof, use such Confidential Information.

c) Each party agrees to notify the other party in writing of any misuse or misappropriation of such
Confidential Information of the DISCLOSING party which may come to its attention and to
forthwith take all reasonable steps to prevent further misuse.

5) Ownership:

That all rights and title to the CONFIDENTIAL INFORMATION disclosed pursuant to this
Agreement shall remain the property of the DISCLOSING PARTY unless otherwise agreed to in
writing by the Parties.

6) No License:

It is further agreed by the Parties hereto that the furnishing of CONFIDENTIAL INFORMATION
shall not constitute any grant or license to the other for any legal rights now or hereinafter held by
either PARTY.

7) Penalty Clause:

Should either Party breach any of the clauses of this agreement, the Party that has provenly
committed said breach shall be liable to pay its co-contracting party the sum of Rs 100000/- (Indian
Rupee One Lac) for every recorded breach of contract without prejudice to any claim for
compensation for related damages initiated by the Party expressing the grievance.

8) Jurisdiction:

All disputes arising out of or in connection with this Agreement, including any questions regarding
its existence, validity or termination, shall be finally settled under the Rules & Laws of India and
the place of settlement will be New Delhi, India. Jurisdiction of the Court shall be at New Delhi.
The procedural law of this place shall apply where the rules are silent.

9) Remedies:

a) The Receiving Party understands and acknowledges that any disclosure or misappropriation
of any of the Confidential Information in violation of this Agreement may cause the Disclosing
Party irreparable harm, the amount of which may be difficult to ascertain and, therefore, agrees that
the Disclosing Party shall have the right to apply to a court of competent jurisdiction for an order
restraining any such further disclosure or misappropriation and for such other relief as the
 Disclosing Party shall deem appropriate. Such right of the Disclosing Party shall be in addition to
Remedies otherwise available to the Disclosing Party at law or in equity or otherwise, the other
party shall be entitled to obtain injunctive relief against the breach or threatened breach of this
Agreement or the continuation of any such breach, without the necessity of proving actual
damages. Each party agrees that its obligations hereunder are necessary and reasonable in order to
protect the other party and the other party’s business.

b) All remedies of either party whether provided herein or conferred by law, custom,
trade or usage are cumulative and not alternative and may be enforced successively or
concurrently.

10) Term and Termination:

This Agreement shall commence on the date first written above and shall remain valid unless terminated
earlier by either party upon thirty (30) days’ written notice to the other party.

11) Return of Materials/confidential information:

Any materials or documents containing confidential information which have been furnished to
Recipient by the DISCLOSING party shall be promptly returned, accompanied by all copies of such
documentation, within five (5) days after receipt by the Recipient of a written notice from the
DISCLOSING party requesting the return of the DISCLOSING party’s Confidential Information.

12) Destruction:

If the CONFIDENTIAL INFORMATION is destroyed, a certificate of destruction shall be

furnished to the DISCLOSING PARTY. The CONFIDENTIAL INFORMATION can be destroyed
only by written consent of the DISCLOSING PARTY.

13) Attorneys’ Fees:

If either party brings an action to enforce the provisions of this Agreement, the prevailing party
(including a party who agrees to dismiss an action upon payment of sums allegedly due, or who
obtains substantially the relief sought) shall be entitled to attorneys’ fees and court costs.

14) Publicity:

Both parties agree that Recipient will not, without the prior written consent of the DISCLOSING
party, disclose to any person the fact that the Confidential Information of the DISCLOSING party
has and is being made available to it, that discussions or negotiations are taking place concerning
possible business relationship between the two Parties, or any of the terms, conditions or other
facts with respect thereto (including the status thereof), unless such disclosure is required or
advisable under law and then only with as much prior written notice to the DISCLOSING party as
is practicable under the circumstances.

15) Miscellaneous:
(a) Succession and Assignment:

This Agreement shall be binding upon and shall inure for the benefit of the undersigned parties,
their successors and assigns, provided Confidential Information of the DISCLOSING party may not
be assigned or transferred, by operation of law or otherwise, without the prior written consent of the
DISCLOSING party.

(b) Partial Invalidity:

Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.
Nothing contained in this Agreement shall be deemed to obligate either party to negotiate the terms
of the proposed business relationship in good faith or otherwise.

(c) Amendments:

This agreement cannot be varied except by an agreement in writing executed by each of the Parties.

(d) Captions:

The captions at the head of each paragraph are for ease of reference and do not in any way define,
limit or expand the terms contained within.

(e) No Commitment:

The disclosure of Confidential Information does not, and is not intended to, represent a commitment
by the Disclosing Party to enter into any business relationship with the Receiving Party or with any
other entity. If the Parties desire to pursue business opportunities, they will execute a separate
written agreement to govern such business relationship.

(f) Losses:

The Receiving Party agrees to indemnify the Disclosing Party against any and all losses, damages,
claims, or expenses incurred or suffered by the Disclosing Party as a result of the Receiving Party's
breach of this Agreement.

(g) Counterparts:

Either the original or copies, including facsimile transmissions, of this Agreement, may be executed
in counterparts, each of which shall be an originals against any party whose signature appears on
such counterpart and all of which together shall constitute one and the same instrument.

(h) No Warranty:

The Disclosing Party has not made and will not make any representation or warranty as to the
accuracy or completeness of its Confidential Information or of any other information provided to
the Receiving Party, and the Receiving Party agrees that the Disclosing Party shall have no liability
resulting from the use of the Confidential Information or such other information.

(i) Survival:

In the event of the termination of this Agreement in whole or in part, the Sections titled
“Definitions", "Reasonable care", “Like obligation of Confidentiality”, “Nondisclosure and Non-
Use of Confidential Information”, “No License”, “Penalty”, “Jurisdiction”, “Remedies”,
“Attorneys’ Fees” and this sub- clause “Survival” shall survive and continue in effect and shall
enure to the benefit of and be binding upon both the Parties, their successors and assigns.

(16) Notices and legal Addresses of Parties:

Notices and communications in legal matters between the parties with regard to this NDA shall be
given to:

FOR Novateur:
Attention: Mr.
M/s Novateur Electrical & Digital Systems Pvt. Ltd.,
Address:
E-mail:

FOR “ ”:
Attention: Mr.
M/s. Pvt Ltd
Address:
Mob. No. +91
E-mail id:

IN WITNESS WHEREOF THE PARTIES have executed this Agreement, in the presence of
witnesses attesting hereunder, -

Signed for M/s Pvt Ltd Signed for M/s Novateur Electrical
& Digital Systems Pvt. Ltd.

Name: Name:
Designation: Designation:
(Authorized Signatory) (Authorized Signatory)

Date:

Witness:

1. 2.