REF NO.

: QMPL/HRD/P02/F11

NON-DISCLOSURE & NON COMPETE AGREEMENT

This Non-Disclosure Agreement (“Agreement”) made between Qualimark Machines Pvt. Ltd., a Company
incorporated under the provision of Companies Act 1956 and having its registered office at 53, GIDC,
Narmada Nagar, Phase-I, Bharuch – 392015, Gujarat, India (herein after referred to as the “Company” which
expression shall, unless the context requires otherwise, mean and include its successors and permitted
assigns)

And

Seema Matieda,
Designated as Service Coordinator, Adult, residing at B17, Amarkunj Society, Bholav, Bharuch - 392001

WHEREAS (a) The Company is involved in the business of manufacturing, sales and service of machineries for
food and hotel industries.

(b) The Employee is appointed in the Company and in the course of his/her employment, the Employee will
have access to certain information, which are confidential in nature.

(c) The Company always considers such Confidential Information as critical for its business and requires the
Employee to protect the same.

(d) The Employee acknowledges that his/her employment with the Company warrants protecting such
Confidential Information and agrees not to disclose such Confidential Information to any third party by any
means.

In view of the above, the Employee agrees as follows:

1. The Employee at all times shall maintain and keep secret and confidential, the Confidential Information (as
defined herein below) and shall not disclose or divulge the same or any part thereof to any person.
“Confidential Information” for the purpose means any and all information (oral or written) regardless of
whether or not the information is expressly stated as “confidential” or the same is implied by the context
thereof and/or may be recorded in documentary or digitalized form, including but not limited to intellectual
property, inventions, procedures, technologies, techniques, process, methods records, documents,
proposals, concepts, ideas, data, know-how, formulae, designs, drawings, specifications, software programs,
business plans, prices, pricing formulae and statistics, costs and discount structures, financial data, market
share, product and services development, travel and demonstration schedules and venues, customer list,
trade secrets, strategies, operational and technical capabilities, and other information and/or any other
materials so identified or not as confidential by the Company and disclosing such material to the Employee .
All references to Confidential Information in this Agreement shall include any part thereof.

Confidential Information does not include information that:

Page 1 of 3
(a) Is in public domain through no fault of Employee (b) was properly known without restriction, prior to
disclosure by Company or (c) was properly disclosed by another third person without restriction on its use
and disclosure. (d) Is subsequently independently developed by the Employee without use of any of the
Company’s information, or (e) is approved for use or release by written authorization by the Company for
the purpose for which it is related, or (f) is required to be disclosed under any relevant law or regulation
provide the Company is given prompt notice of such requirement and scope of such disclosure is limited to
the extent possible, or (g) is required to be disclosed by an order of court, provided that the Company is
given prompt notice of such order and (where possible) provided the opportunity to contest it.

2. During employment with the Company, Employee shall at all times abide by information on security
policies implemented in the Company in respect of any technical, trade or business data or any other
information asset that might come to Employee’s knowledge or possession which according to the Company
are confidential/restricted asset of the Company and not made available to the trade and furthermore,
Employee will not disclose them without authority of the Company to anyone other than the Company’s
officers authorized to receive them and that even after the Employee has ceased to be in the service for the
Company, Employee shall not disclose them to anyone. During and after employment period Employee shall
adhere and abide by information security policies in respect to the above mentioned information.

3. Covenant Not to Compete. You agree that at no time during the term of your employment with the
Company will you engage in any business activity which is competitive with the Company nor work for any
company which competes with the Company.
For a period of one (1) year immediately following the termination of your employment, you will not, for
yourself or on behalf of any other person or business enterprise, engage in any business activity which
competes with the Company within 700 kms of the facility in which you were employed.

4. Non-solicitation: During the term of your employment, and for a period of one (1) year immediately
thereafter, You agree not to solicit any employee or independent contractor of the Company on behalf of
any other business enterprise, nor shall you induce any employee or independent contractor associated with
the Company to terminate or breach an employment, contractual or other relationship with the Company.

5. Soliciting Customers after Termination of Agreement: For a period of one (1) year following the
termination of your employment and your relationship with the Company, You shall not, directly or
indirectly, disclose to any person, firm or corporation the names or addresses of any of the customers or
clients of the Company or any other information pertaining to them. Neither shall you call on, solicit, take
away, or attempt to call on, solicit, or take away any customer of the Company on whom you have called or
with whom you became acquainted during the term of your employment, as the direct or indirect result of
your employment with the Company.
6. Injunctive Relief. You hereby acknowledge (1) that the Company will suffer irreparable harm if you breach
your obligations under this Agreement; and (2) that monetary damages will be inadequate to compensate
the Company for such a breach. Therefore, if you breach any of such provisions, then the Company shall be
entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.
7. Ownership of Confidential Information: All Confidential Information under this Agreement shall remain
the exclusive property of the Company and nothing contained herein shall be construed as a grant,
expressed or implied or by estoppel, of a transfer, assignment and license, lease of any right, title or interest
in the Confidential Information. Any discovery, improvement, modification, correction or addition made by

Page 2 of 3
you as a result of Employee’s employment with the Company, shall remain the sole and exclusive property of
the Company and/or its affiliates or customers, and that Employee has no proprietary rights thereto.

8. Return of Confidential Information: Upon resignation, termination or the Employee ceasing to be in

9. Equitable Relief: The Employee acknowledges and agree that the covenants set forth are reasonable and
necessary for the protection of Company’s business interest and that irreparable injury may result if they are
breached and that in the event of any actual or potential breach of any such covenant that may have no
adequate remedy at law and shall be entitled to seek immediate temporary injunctive relief. Nothing herein
shall be construed as prohibiting Company from pursuing any other remedies available to it for such breach
or threatened breach, including the recovery of damages.

10. Governing Law: This Agreement shall be governed and construed in accordance with Indian laws. Any
legal actions or proceedings relating to this Agreement shall be exclusively instituted in courts at Bharuch,
Gujarat, India.

11. Severability: If any provision of this Agreement shall be adjudged by any court of competent jurisdiction
to be unenforceable or invalid, that provision shall be limited or eliminated to the extent necessary so that
this Agreement shall otherwise remain in full force and effect and enforceable.

12. Waiver: The failure of the Company to act in the event of breach of this Agreement shall not be deemed
as waiver of such breach or waiver of future breaches, unless such waiver shall be in writing and signed.

13. Agreement/Amendment: This Agreement constitutes the entire agreement and understanding of the
parties with respect to the subject matter of the Agreement. Any amendment or modification to this
Agreement shall be in writing and executed by duly authorized representatives of the parties.

For and behalf of Qualimark Machines Pvt. Ltd. For and behalf of Employee

Signature: Signature:
Name: Name:
Designation: Designation:
Date: Date:
Place: Place:

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives effective as of the day and year first written above.

Page 3 of 3