NON-DISCLOSURE AGREEMENT

This Non-disclosure Agreement (hereinafter “Agreement”) is made on this the --- day of ---------
(“Effective Date”) by and between xyz ltd, a company incorporated under the provisions of the ----
incorporating statute------- having its corporate / registered office at ------address--------- (hereinafter
referred to as "xyz"), and ________________., a company registered under the provisions of the
Indian Companies Act, 1956, with its Regd Office at -------------------, its affiliates, assigns, agents
set forth below on the final page of this Agreement (hereinafter referred as the “PQR”). Both
parties hereto collectively referred to as the "Parties" and individually as a "Party".

WHEREAS, xyz is desirous of employing the PQR to render various advisory services
including but not necessarily limited to identification, evaluation, assessment, negotiation and
finalization of deals for acquisition of controlling stake in one or more companies having business
operations in India (the “Purpose”), xyz and PQR recognizes that there may be a need to disclose
to each another the names of companies which either party might have identified for potential
acquisition by xyz and certain confidential information with regard to such potential target
companies to be used only for the Purpose and need to protect such confidential information
from unauthorized use and disclosure. Both parties recognize that such potential target
companies for acquisition may be companies listed on stock exchanges and as such all efforts
prior to finalization of any deal involving such listed target companies require utmost secrecy
and confidentiality in view of the price-sensitive nature of such information and provisions of
various SEBI regulations applicable to such companies.

For the purposes of this Agreement such confidential information shall include, but not be
limited to names of the companies, non-public data, information, plans, financials and other
information disclosed or submitted, orally, in writing, or by any other media (hereinafter
"Information").

THEREFORE, the Parties agree as follows:

1. Both the parties shall hold the Information in strictest confidence, and shall use the
Information only for Purposes of this Agreement and disclose the Information only to its
employees, who have a need to know and who have agreed to abide by the terms of this
Agreement prior to disclosure. Both parties shall hold Information in confidence using the
same degree of care each party would afford its own confidential Information of a like
nature, but not less than a reasonable degree of care.

2. These restrictions on the use or disclosure of such Information shall not apply to information
which is:

(i) generally available to the public without breach of this Agreement by either of the
parties; or

(ii) in the public domain at the time of disclosure.

3. It shall not be a breach of the Agreement to disclose Information which is disclosed pursuant
to law, judicial order, or government regulations so long as the party promptly notifies the
other prior to disclosure and cooperates with the other party in the event that the other party
elects to contest and/or avoid such judicial or governmental disclosure, whether by seeking a
protective order or otherwise.

4. It is expressly understood and agreed that this Agreement does not grant to either Party any
exclusive privileges or rights and that either Party may contract with third parties for the
procurement of comparable products and services. However, either Party contracting with
the third party shall not during the term of this Agreement, or at any period thereafter, and
without the prior written consent provide details of its dealings, Purpose, stakes, or terms
entered into with the other Party to the third party.

5. Neither Party shall, without first obtaining written consent of the other, use any trademark or
trade name of the other or refer to the existence or subject matter of this Agreement in any
promotional activity or otherwise with respect to this Agreement or the Parties' activities
pursuant to this Agreement, nor disclose to others any specific information about the
Purpose of this Agreement.

6. Neither this Agreement, nor any rights granted hereunder in whole or in part shall be
assignable or otherwise transferable by either Party, and the obligations contained in this
Agreement shall survive and continue after termination of this Agreement provided that,
upon written notice to the other Party, either Party may assign or transfer this Agreement
and rights hereunder to any current or future affiliates or successor company if such
assignee, promptly agrees in writing to the terms and conditions hereunder. The Parties
acknowledge their understanding that termination of the agreement shall not be deemed
to give either Party a right or license to use or disclose Information.

7. Both parties agree to indemnify, defend and hold harmless the other party from and against
any and all liability, claim, or expense, including but not limited to, reasonable counsel fees,
for damages caused by its breach of this Agreement. Each Party shall notify the other Party
promptly of any claim, damage, loss or expense for which the other is responsible.

8. This Agreement constitutes the entire agreement of the Parties with respect to its subject
matter and may be modified only in writing signed by a duly authorized representative of
the parties.

9. This Agreement shall terminate automatically one year from the date of this Agreement.

10. All disputes and differences that may arise between the Parties hereto in respect of any of
the provisions of this Agreement or any interpretation thereof shall be subject to the laws
prevailing in India. The courts in Mumbai shall have exclusive jurisdiction to try any
matter arising out of this Agreement and the language for conducting proceeds shall be
English.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the date and year first above written

____________________________ XYZ

Signature Signature

Print Name: ____________________ Print Name:

Title: ___________________________ Title: