NON-DISCLOSURE AGREEMENT

This non-disclosure agreement (“Agreement”) is made and entered into at Mumbai on the
____________by and between:

_________________________________, a company registered under the Companies Act, 1956 and

having its Registered Office at _________________________________ (hereinafter referred to as
_________________________________ which expression shall unless repugnant to the meaning and
context mean and include its successors and permitted assigns) of the ONE PART;

AND

______________________________ a company incorporated under the Companies Act, 1956 and

having its registered office at ___________________________________ (hereinafter referred to as
“Company”) of the OTHER PART.

_________________________________ and Company are hereinafter individually referred to as the

“Party” and collectively as the “Parties”. Party disclosing Confidential Information (as defined later)
will be referred to as the “Disclosing Party” and the Party receiving the same will be referred to as the
“Receiving Party”.

WHEREAS:

A. _________________________________ is a _________________________________

B. The Company is a _____________________________________

C. _________________________________ is in discussions with the Company whereby Parties

would be sharing Confidential Information with each other with respect to “” (“Business
Proposal”).

NOW THEREFORE, in consideration of the mutual understandings and obligations set forth herein, the
Parties agree as follows:
1. The Receiving Party acknowledges and confirms the confidential and sensitive nature of all
information, documents and material relating to the purpose and objectives of the Business
Proposal or of the assets and operations of Disclosing Party’s businesses, undertakings and
establishments (i) that may be disclosed or made available to the Receiving Party by the
Disclosing Party or its employees/ representatives/ advisors/ consultants; (ii) Receiving Party
may gain or gather from any source; (iii) Receiving Party may process or arrive at during the
course of the Business Proposal; (iv) Receiving Party may have come across during its
discussions with any person in the course of the Business Proposal; and (v) all negotiations
and discussions between the Parties relating to the Business Proposal (all the information
referred to above is hereinafter referred to as the “Confidential Information”).

2. Confidential Information is understood to include but is not limited to information made

available in written, verbal, machine recognizable, graphic or sample form, including without
limitation, drawings, photographs, sketches, models, design or performance specifications,
its analysis, compilations, studies, notes and all other information and data disclosed orally or
visually which has been developed / is exclusive to the Disclosing Party.

Without limiting the generality of the above, Confidential Information shall include business
plans, business and accounting practices and records, and other information, including not
limited to business methods, market research database, business tools, customer/client lists
and data, enabling software, business process, computer program processes, presentations,
discussions, dialogues, scripts, media (planning and buying) plans, rates , know how ,ideas,
concepts, raw and final content in written or electronic form, design, technology, marketing,
commercial knowledge or any personnel or third party confidential information disclosed, or
information learned from the parties employer, agents or through inspection of property
that relates to any information of a commercial, technical or financial nature which contains
amongst other matter, trade secrets, know how ,patent and ancillary information and other
proprietary information regardless of the form, format, media including without limitation
written then or oral and also includes those communicated or obtained through discussion,
documents, negotiation and/or meeting between the parties.

Provided, however, that Confidential Information shall not include information which (a) is,
or becomes, publicly known, otherwise than through a wrongful act of the Receiving Party or
its representatives; (b) is in the possession of the Receiving Party prior to receipt from the
Disclosing Party or its representatives without an obligation of confidentiality; (c) is
independently developed by the Receiving Party, provided that it was not derived from the
Confidential Information; (e) is approved in writing by the Disclosing Party for disclosure.

3. The Receiving Party shall not disclose the Confidential Information to any other person save
and except with the express consent in writing given by the Disclosing Party. The Receiving
Party, however, may disclose such part of the Confidential Information where (i) such
disclosure is in response to a valid order of a court or any other governmental body having
 jurisdiction over this Agreement provided that Receiving Party has given prior written notice
to the Disclosing Party forthwith it came to learn about such order; or (ii) such disclosure is
otherwise required by law, provided that Receiving Party has given prior written notice to the
Disclosing Party forthwith it came to learn about such disclosure requirement or the demand
for such for disclosure and made all reasonable efforts to protect the Confidential
Information in connection with such disclosure.

4. The Receiving Party shall with reference to the Confidential Information take all actions as
may be necessary to (i) maintain the confidentiality thereof; (ii) limit its use of such
Confidential Information solely for the purpose of the Business Proposal; (iii) avoid disclosure
even to any of its employees that are not associated with the Business Proposal; (iv) avoid
any dissemination or publication by any of its employees/ representatives associated with
the Business Proposal; and (v) safeguard the Confidential Information from being accessed by
any unauthorized person. Such actions shall include but not be limited to obtaining
appropriate non-disclosure undertakings from its employees directly or indirectly engaged in
the Business Proposal.

5. No license from either Party hereto is hereby granted or implied, by estoppels or otherwise,
under any trademarks, copyrights, patents (existing or future) or for any use of Confidential
Information except such use which is expressly contemplated by this Agreement.

6. Receiving Party and its representatives acknowledge that neither Disclosing Party nor any of
its representatives make any express or implied representation or warranty as to the
accuracy or completeness of the information supplied. In addition, neither Disclosing Party
nor any of its representatives shall have any liability to Receiving Party or any other person in
connection with the use of the information.

7. Receiving Party hereby agrees to indemnify and hold harmless Disclosing Party and its
directors, affiliates and employees from and against any damage, loss, cost or liability
(including all expenses and costs of enforcing rights under the Agreement) arising out of or
resulting from (i) any use or disclosure by the Receiving Party of Confidential Information in
violation of the Agreement; (ii) any leakage of the Confidential Information at the end of the
Receiving Party or its employees and/or representatives; and (iii) breach or violation of any of
the other covenants herein.

8. Receiving Party will, promptly upon the request of Disclosing Party, deliver to Disclosing
Party, the documents comprising the Confidential Information or any part thereof and will
destroy any copies, notes, or extracts thereof, without retaining any copy thereof, except
that any portion of the Confidential Information that consists of analysis and any written
Confidential Information not so requested and returned, shall be retained and kept subject
to the terms of this Agreement, or upon Disclosing Party’s request destroyed (such
destruction to be confirmed in writing).
9. The term of this Agreement is three (3) years from the date of execution of this Agreement.
However, the obligation to maintain confidentiality of the Disclosing Party’s information shall
survive the termination of this Agreement.

10. The Receiving Party hereby acknowledges that unauthorized disclosure or use of Confidential
Information could cause irreparable harm and significant injury to Disclosing Party that may
be difficult to ascertain. accordingly, the parties agree they will have to seek and obtain
immediate injunctive relief to enforce an obligation under this Agreement, in addition to any
other rights and remedies it may have.

11. This Agreement shall be governed by the laws of India. Any dispute, difference or claim
related to or arising under, out of or in connection with this Agreement shall be resolved
subject to the jurisdiction of Mumbai Courts.

For For _________________________________

____________________________________ ____________________________________

Authorized Signatory Authorized Signatory