NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is entered into as of

this ___________ day of _____________, 20___

BY AND BETWEEN

INSERT NAME OF COMPANY, a company registered as per Companies Act,

2013, having CIN No. INSERT CIN NUMBER and having its registered office at
INSERT ADDRESS (hereinafter referred to as 'INSERT SHORT FORM’ which
term shall mean and include, unless repugnant to the context or meaning thereof,
its successors and permitted assigns and its affiliates or subsidiaries) of the One
Part;

AND

INSERT NAME OF COMPANY, a company incorporated under the Companies

Act, 1956 / 2013 having its office at INSERT ADDRESS (hereinafter called
“INSERT ABBREVIATION IF ANY” which expression shall include its
successors and assigns and its affiliates or subsidiaries) of the Second Part,

Throughout this Agreement, INSERT and INSERT are referred to individually as

“Party” and collectively as “Parties”.
 WHEREAS
A. INSERT and INSERT (“the two parties”) are negotiating a Proposed Investment
for INSERT (hereinafter referred to as the "Proposed Investment").

B. To enable the two parties to evaluate the Proposed Investment, during the course
of the negotiations, both parties would make available Confidential Information
regarding the Proposed Investment/Transaction and Details of company to each
other.

The Party disclosing the Confidential Information is referred to herein as “Disclosing

Party” and the Party to which such Confidential Information is disclosed is referred
to herein as “Receiving Party”.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH AND IT IS

HEREBY AGREED BY AND BETWEEN THE TWO PARTIES HERETO AS
FOLLOWS:

1. Purpose:
This Agreement is entered into with regard to the proposed investment/business
transaction for INSERT NAME OF COMPANY.

In order to enable both the parties to conduct the said Exercise, it may be
necessary for both the parties to disclose to each other certain product and
proprietary information, including but not limited to financial, operations,
marketing, computer programs, documentation, data, trade secrets, systems,
methodology, know-how, and other commercial knowledge, techniques,
specifications, plans and information, whether written, oral, documentary or
visual relating to the respective parties, its affiliates and their respective
operations, customers and finances [the “Proprietary Information”].

In consideration of receiving the Confidential Information, both the parties hereby

agree to use the same degree of care as it uses for its own confidential
information, and not less than a reasonable degree of care, to keep confidential
and not to disclose to any third party any Confidential Information.

2. Confidential Information:
“Confidential Information” means all nonpublic information given by Disclosing Party
to the Receiving Party, that the Disclosing Party considers to be confidential or
proprietary, including but not limited to financial, operations, marketing, computer
programs, documentation, data, trade secrets, systems, methodology, know-how, and
other commercial knowledge, techniques, specifications, plans and information,
 whether written, oral, documentary or visual relating to the Company, its affiliates and
their respective operations, customers and finances; and which may be marked as
“Proprietary” or “Confidential,” or which otherwise, under all the circumstances, ought
reasonably to be treated as confidential or proprietary hereunder. Provided, however,
that “Confidential Information” does not include information that the Receiving Party
can prove: (a) Receiving Party has in possession and has knowledge of such
Confidential Information from other sources at the time of disclosure and as per such
possession and knowledge free of any obligation to keep it confidential; (b) is or
becomes generally publicly known through authorized disclosure; (c) Receiving Party
has independently developed without the use of any Confidential Information (as
evidenced by written records); or (d) Receiving Party rightfully obtains the Confidential
Information from a third party who has the right to transfer or disclose it; (e) is
approved for disclosure by prior written consent of the Disclosing Party, or (f) is
required to be disclosed pursuant to governmental authority, law, regulation, duly
authorized subpoena or court order, or professional requirements, whereupon the
Receiving Party shall provide notice to the Disclosing Party prior to such disclosure.

3. Protection of Confidential Information:

Receiving Party acknowledges that the Disclosing Party claims its Confidential
Information as a special, valuable and unique asset. For itself and on behalf of its
officers, directors, agents, and employees, each Party agrees to the following:

a. Receiving Party will not disclose the Confidential Information to any third party or
disclose the same to an employee or partner or affiliate unless such employee or
partner or affiliate has a need to know the Confidential Information solely for the
purposes of the Exercise. Receiving Party will use the Confidential Information
only for the Purpose of this agreement and will not use it for any other purpose
whatsoever. Receiving Party agrees to segregate all Confidential Information from
the confidential information of others in order to prevent any mistake on its part.

b. Receiving Party shall notify Disclosing Party immediately upon discovery of any
unauthorized use or disclosure of Confidential Information, or any other breach of
this Agreement by Receiving Party, and will co-operate with Disclosing Party in
every reasonable way to help Disclosing Party regain possession of the Confidential
Information and prevent its further unauthorized use. This is without prejudice to all
other rights and remedies that Disclosing Party may have under this
Agreement/law/equity.

c. Disclosing Party may visit Receiving Party’s premises, with reasonable prior notice
and consent in writing or orally and during normal business hours, to review
Receiving Party’s compliance with the terms of this Agreement.
4. Return of Confidential Information:
The Parties agree that all Confidential Information exchanged under this Agreement
shall remain the property of the Disclosing Party and shall be returned promptly to it or
destroyed or purged promptly at its request on the termination of this Agreement and
within 30 days of such a request from the Disclosing Party. All originals, copies,
reproductions, summaries, documents, memoranda, notes, and other tangible
embodiments whatsoever prepared by the Receiving Party of the Confidential
Information and/or based on or including Confidential Information shall be destroyed to
the extent necessary to remove all such Confidential Information and all such actions
under this paragraph shall be certified in writing to the Disclosing Party by an
authorized officer of the Receiving Party. However, the Receiving Party is entitled to
prepare and retain working papers pertaining to the Exercise, after obtaining the
consent of the Disclosing Party, even if such working papers contain Proprietary
Information that shall continue to be subject to the terms of this Agreement.

Disclosing Party may visit Receiving Party’s premises, with reasonable prior notice and
consent in writing or orally and during normal business hours, to review Receiving
Party’s compliance with the terms of this Agreement.

5. INDEMNITY:
Defaulting Party agrees to indemnify and hold harmless the other Party (“Non-
Defaulting Party”), its directors, officers, employees, at all times, against and in
respect from and against all direct and actual Losses, liabilities, damages, deficiencies,
actions, judgments, interest, awards, penalties, fines, costs, claims or expenses of
whatsoever kind, including reasonable attorneys’ fees, costs and expenses arising out of
or caused by:

(i)Any breach or alleged breach (if alleged by any third party and/or the Defaulting
Party of any of the terms and conditions of the Agreement by the Defaulting Party
under this Agreement;

(ii) Any act of Willful misconduct or gross negligence by the Defaulting Party, its
directors, officers, employees, and sub – contractors.

The indemnification obligations of the Defaulting Party mentioned herein above shall
be without prejudice to the rights and remedies available to Non-Defaulting Party under
applicable law, including without limitation, claiming appropriate compensation or
damages from the Defaulting Party, and/ or termination of this Agreement or any part
thereof, in accordance with the terms hereunder. Neither Party would be Liable for any
Indirect or consequential Liability like loss of business, loss of profits.

8. Restrictions:
Neither Party shall use nor permit the use of the other Party’s name, logo, trademark or
other identifying brand or data, nor shall either Party discuss or make reference to the
 other, in any notices to third parties or in any press release or other public
announcement or advertisement without the other Party’s prior written consent.

9. Equitable Relief:
Each Party acknowledges that a breach of this Agreement may result in immediate and
irreparable harm to the Disclosing Party and money damages may not be a sufficient
remedy for any such breach of this Agreement. Accordingly, without prejudice to other
rights or remedies that the Disclosing Party may have, the Disclosing Party may be
entitled to injunctive and/or equitable relief inter alia to compel the Receiving Party to
cease and desist from all unauthorized use and disclosure of the Disclosing Party’s
Confidential Information.

10. Notices:
All notices under this Agreement shall be deemed to have been duly given upon the
mailing of the notice, postpaid, to the Party entitled to such notice at the address set
forth below.

In case of INSERT NAME OF COMPANY In case of INSERT NAME OF

COMPANY
ATTN: INSERT ATTN: INSERT
Emailid : INSERT
Address: INSERT

11. Effective Date and Termination:

This Agreement shall be effective from the Effective Date indicated below. In the event
any transaction has been entered into between the parties hereto, then this Agreement
will be over-ridden by the terms and conditions of the Transaction Documents and shall
cease to be in effect from the date of execution of the Transaction Documents. Unless
the Parties otherwise agree in writing, the obligations imposed under this Agreement
shall continue for one (1) year from the Effective Date in the event no transaction as
contemplated hereinabove is entered between the Parties. Notwithstanding the
foregoing, a non-defaulting Party may terminate this Agreement forthwith if the other
Party commits any material breach of the terms of this Agreement with 30 days written
notice. Without prejudice to the foregoing, the obligations of confidentiality shall
survive termination of this Agreement for a period of one year from the first disclosure
of such Confidential Information.

11.1 Consequences of Termination/Expiry

(a) Upon termination of this Agreement, the Receiving Party shall, at its own
expense and as per the direction of the Disclosing Party, either return or
 destroy all Confidential Information. Subsequent to the termination of the
Agreement, no part of the Confidential Information shall be stored or
retained by the Receiving Party in any form. Within ten (10) days of the
termination, the Receiving Party shall certify in writing that all Confidential
Information has been so returned or destroyed, as the case may be;

(b) Notwithstanding the return or destruction of the Confidential Information or

the termination of this Agreement, the Receiving Party shall continue to be
bound by its obligations of confidentiality and nondisclosure for a period of
one year in terms of Clause 11 of this Agreement.

12. Governing Law, Jurisdiction and Venue:

In the event of any differences or disputes arising out of the interpretation or
application of the provisions of this Agreement, the Party having a difference/dispute
shall by written notice call upon the other Party to resolve such difference or disputes in
a spirit of mutual understanding and co-operation. In case the Parties fail to resolve the
dispute within a period of fifteen (15) days from the date of receipt of the notice by the
other Party, the matter shall be resolved through arbitration as per the provision below.

All questions, disputes and differences arising under or in relation to this Agreement
shall be referred to arbitration of a sole Arbitrator to be appointed mutually by both the
parties as per the provisions of the Arbitration and Conciliation Act, 1996.

The seat, or legal place, of arbitration shall be INSERT, INDIA.

This Agreement will be subject to the laws of India

13. Miscellaneous:
This Agreement embodies the entire understanding between the Parties respecting the
subject matter of this Agreement and supersedes any and all prior negotiations,
correspondence, understandings and agreements between the Parties respecting the use
and disclosure of Confidential Information. It is understood that this Agreement is only
for sharing of information and does not obligate the Parties to enter into any further
agreement, with respect to any matter arising out of or pertaining hereto. Without
prejudice to the foregoing, this Agreement does not bind or obligate either INSERT
NAME OF COMPANY or INSERT NAME OF Company in any manner to initiate, or
make, any investment, financial or other transactions of any nature whatsoever. The
failure or delay of either Party to require performance by the other Party of any
provision of this Agreement shall in no way affect the full right to require such
performance at any time thereafter. No failure or delay by the Parties in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude any other or further exercise thereof or the
 exercise of any other right, power or privilege hereunder. Should any provisions of this
Agreement be found unenforceable, the remainder shall still be in effect. Either the
original or copies, including facsimile transmissions, of this Agreement, may be
executed in counterparts, each of which shall be an original as against any Party whose
signature appears on such counterpart and all of which together shall constitute one and
the same instrument. Each party confirms to the other that it has the legal right, power
and authority to perform under this Agreement without violation of any applicable
restrictions.

IN WITNESS WHEREOF the Parties have caused this Agreement to be signed by their
respective duly authorized representatives as of the date, month and year first above written

INSERT NAME OF COMPANY INSERT NAME OF Company

INSERT NAME, [INSERT NAME]

DIN: INSERT DIN:
[Director] [DESIGNATION]

Authorized Signatory Authorized Signatory

Witness Witness