NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (‘Agreement’) is made and entered into as of

_____ 20_ (‘Commencement Date’) by and between:

PERFIOS SOFTWARE SOLUTIONS PRIVATE LIMITED, a private limited company

incorporated under the Companies Act, 1956 and having its registered office at HM Vibha
Towers, 5th Floor, No. 66/5-25, Hosur Road, Above Star Bazaar, Adugodi, Bangalore – 560
030 (hereinafter referred to as “Perfios”, which expression shall, unless it be repugnant to
the context or meaning thereof, be deemed to mean and include its subsidiaries, successors
and permitted assigns) of the FIRST PART;

AND

___________________, a ______ incorporated under the ______ and having its registered
office at ____________(hereinafter referred to as the “Client”, which expression shall, unless
it be repugnant to the context or meaning thereof, be deemed to mean and include its
subsidiaries, administrators, liquidators, successors and permitted assigns) of the LAST
PART.

Perfios and the Client shall be individually referred to as the “Party” and collectively as the
“Parties”.

WHEREAS
A. Perfios is inter alia engaged in the business of providing software solutions;
B. The Client is engaged in the ______________ and has expressed interest to evaluate
products/services of Perfios and its’ Affiliate (defined below);
C. Each Party anticipates that in the course of discussion, evaluation and implementation
of Perfios and its’ Affiliate’s product(s)/service(s), that each Party (“Recipient”) may
have access to Confidential Information as may be disclosed or delivered by the other
Party (“Discloser”);
D. Both Parties, with respect to the disclosure and receipt of such Confidential
Information, have agreed to be bound by certain duties of confidentiality and non-
disclosure in respect of the information disclosed hereunder.

NOW THEREFORE, in consideration of the mutual promises and covenants herein

contained, the Parties agree as follows:

1. Definition:
1.1 “Confidential Information” or “Information” “”refers to any information, whether
written or oral, tangible or intangible, pertaining to the Discloser and its Affiliates
which has commercial and /or proprietary value or is of confidential nature and is either
(i) technical information, including patents, copyrights, trade secrets, and other
proprietary information, techniques, sketches, APIs, protocols, code, drawings, models,
inventions, know-how, processes, apparatus, equipment, algorithms, software
programs, software source documents, and formulae related to the current, future, and
proposed products and services of the Discloser and its Affiliates, and/or (ii) non-
technical information relating to Discloser and its Affiliate’s products and services,
including without limitation pricing, margins, merchandising plans and strategies,
finances, financial and accounting data and information, suppliers, customers, customer

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 lists, purchasing data, sales and marketing plans, future business plans and any other
information marked “proprietary” and/or “confidential” by the Discloser.

1.2 “Affiliate(s)”, in respect of each Party shall mean:

(a) Any company or companies controlled by such Party; or
(b) Any company or companies controlling by such Party; or
(c) Any company or companies controlling or controlled by any company or
companies specified in (a) or (b) hereinabove.

1.3 “Controlling” or “Controlled by”: The term “controlling” or “controlled by” referred
to under Clause 1.2, shall denote:
(i) Direct or indirect ownership of more than 50% of the outstanding issued shares of
that company; or
(ii) The right to appoint or remove a majority of its board of directors; or
(iii) The ability, through any agreement, understanding or common practice to
exercise control over such company as set out in (i) and (ii) hereinabove.

2. Purpose of Disclosure: The purpose of disclosure is for the evaluation of a potential

business relationship between the Parties for the availment of Perfios and its Affiliate’s
service(s)/product(s).

3. Non-disclosure and Non-use Obligations: Recipient will maintain in confidence and

will not disclose to any third party and/or disseminate any Confidential Information
belonging to the Discloser without obtaining the prior written consent of the Discloser.
Recipient agrees that it and its authorized representatives shall treat all Confidential
Information of the Discloser with at least the same degree of care as Recipient accords
its own confidential information. Recipient further represents that Recipient exercises
at least reasonable care to protect its own confidential information. Recipient agrees
that Recipient shall disclose Confidential Information only to those of its employees
and representatives who need to know such information and certifies that such
employees and representatives are bound by appropriate documents restricting their
misuse or unauthorized dissemination of Confidential Information. In the event of any
misuse, breach, unauthorised use/dissemination or breach of the obligations by the
Recipient’s employees/representatives etc., the Recipient shall be solely liable and
responsible to the Discloser for such breach, dissemination or misuse. The Recipient
shall promptly notify the Discloser of any suspected or actual unauthorized access,
collection, acquisition, use, transmission, disclosure, corruption or loss of Confidential
Information or breach of any environment containing the Confidential Information,
managed by the Recipient. All Confidential Information disclosed orally by the
Discloser shall be reduced in writing by the Discloser within 48 (Forty-Eight) hours
from the actual time of such oral disclosure.

4. Exclusions: The provisions of Clause 3 above shall not apply to information which the
Recipient can prove with adequate documentation is: (a) Information which currently or
at a later point in time is published or otherwise generally made available to the public
other than through any act or omission on the part of the Recipient; (b) Information
which the Recipient can demonstrate by written records was lawfully in the possession
of the Recipient at the time of disclosure; (c) Information which the Recipient can
demonstrate by written records was acquired from a third party who had the lawful
right to make such disclosure; (d) Information which the Recipient can demonstrate by
written records was independently developed by the Recipient without reference/use or

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 access to the materials comprising the Information disclosed under this Agreement; (e)
Information which the Recipient notifies the Discloser is required to be disclosed by the
Recipient pursuant to a legally enforceable order, provided that, to the extent permitted
under applicable law, notice is promptly given to the Discloser so that a protective
order may be sought and other efforts employed to minimise the required disclosure.
Recipient shall reasonably cooperate with Discloser in seeking the protective order and
engaging in such other efforts; or (f) Information which is disclosed by the Recipient by
the written approval of the Discloser.

5. No Warranties or Licenses:  All Information is provided "AS IS." Discloser will not be
liable to Recipient for damages arising from any use of the Information, from errors,
omissions or otherwise except in the instance of wilful default or gross negligence. All
of Discloser's rights in and to its Information remain the exclusive property of the
Discloser. Neither through this Agreement, nor any disclosure of Confidential
Information hereunder (a) grants to Recipient any right or license under any copyright,
patent, mask work, trade secret or other intellectual property right, except solely for the
use expressly permitted herein or (b) obligates either Party to disclose or receive any
information, perform any work or enter into any agreement.

6. Term and Termination:  This Agreement shall be effective for a period of one (1) year
from the Commencement Date. This Agreement will terminate as to the further
exchange of Information immediately upon receipt by one Party of written notice from
the other.

7. Survival: This Agreement shall govern all communications between the Parties.
Recipient understands that its obligations under Clause 3 ("Non-disclosure and Non-use
Obligations") shall survive the termination or expiry of this Agreement for a further
period of 2 (Two) years. Upon termination of any relationship between the Parties,
Recipient will promptly deliver to the Discloser, without retaining any copies, all
documents and other materials furnished to Recipient or destroyed (at the discretion of
the Discloser). The written certification of destruction shall be promptly delivered to
Discloser.

8. Governing Law: This Agreement shall be governed by and construed in accordance

with laws of the Republic of India. The Parties submit themselves to the exclusive
jurisdiction to the courts at Bangalore. If any dispute arises between the Parties at any
time, it shall be referred to a sole arbitrator mutually appointed by the Parties. The
arbitration proceedings shall be governed by the provisions of the Arbitration and
Conciliation Act, 1996. The arbitration proceedings shall be held in Bangalore and shall
be conducted in English. Each Party shall bear its own arbitration costs.

9. Reliefs: A breach of any of the promises or agreements contained herein will result in
irreparable and continuing damage to the Discloser for which there will be no adequate
remedy at law, and the Discloser shall be entitled to seek injunctive relief and/or a
decree for specific performance, and such other relief as may be proper (including
monetary damages if appropriate) in addition to any other remedies that are available to
the Discloser under law.

10. Non-Solicit/Hire: During the effective term of this Agreement and a period of twelve
(12) months after expiration or termination of this Agreement, each Party agrees that it
will not solicit or attempt to solicit for employment an employee and/or a consultant

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 who is currently employed and/or engaged by the other Party to this Agreement and
who was engaged in the delivery or receipt of Services hereunder.

11. General Terms: This Agreement constitutes the entire agreement, and supersedes all
prior negotiations, understandings or agreements (oral or written), between the Parties
concerning the subject matter hereof. No change, modification or waiver to this
Agreement will be effective unless in writing and signed by both Parties. The failure of
either Party to enforce its rights under this Agreement at any time for any period shall
not be construed as a waiver of such rights. Any notice hereunder will be effective upon
receipt and shall be given in writing, in English and delivered to the other Party at its
address given below or at such other address designated by written notice.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.

Perfios: Client:

By: _______________________ By: _________________

Name: _____________________ Name: _______________
Title: _____________________ Title: ________________

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