NON-DISCLOSURE AGREEMENT

Effective Date: __ __ / __ __ / __ __ __ __

This Mutual Non-Disclosure Agreement (the "Agreement") is made by and between ABB India Limited (the
“Company”), having its registered office at having its registered office at 21st Floor, World Trade Center, Dr.
Rajkumar Road, Malleshwaram West, Bangalore – 560055, Karnataka, India and inter alia having office at No.
5&6, 2nd Phase, Peenya Industrial Area, Bangalore- 560058, Karnataka, INDIA
and,
____________________________________________________________________________________________
_____________________________________________________________________having its registered office at
________________________________________________________________________________ (the
"Vendor").

1. Background. The Company and Vendor intend to engage in discussions and negotiations concerning the
establishment of a business relationship between them. In the course of such discussions and negotiations,
it is anticipated that the Company (“Discloser”) may disclose or deliver to the Vendor (“Recipient”)
certain Confidential Information as defined in Section 2 hereof for the limited purpose of enabling the
Discloser to evaluate the feasibility of such a business relationship and subsequent services to be rendered.
The parties have entered into this Agreement in order to assure the confidentiality of such confidential
information in accordance with the terms of this Agreement.

2. Definition of Confidential Information. "Confidential Information" as used in this Agreement shall mean
any and all technical and non-technical information including but not limited to patent, copyright, trade
secret, and proprietary information, techniques, sketches, drawings, models, inventions, know-how,
processes, apparatus, equipment, algorithms, software, software programs, software source documents,
Application Program Interface (API), designs, drawings, sketches and formulae related to the current,
future, and proposed products and services of the Discloser, and includes, without limitation, their
respective information concerning research, experimental work, development, design details and
specifications, engineering, financial information, procurement requirements, purchasing, manufacturing,
Vendor lists, business forecasts, sales and merchandising, marketing plans and information, and
documentation. "Confidential Information" shall also include proprietary or confidential information of
any third party that may disclose such information to the Vendor in the course of the Company’s business.
Such information disclosed by the Discloser shall be considered Confidential Information by the
Recipient, whether communicated orally, in writing or otherwise, and which is designated as confidential
or which nature would be reasonably considered confidential. If Confidential Information is disclosed
orally or in any intangible form, the Discloser should summarize it in writing to Recipient within thirty
days upon disclosure.

3. Nondisclosure and Nonuse Obligation. Recipient agrees that it shall not make use of, disseminate, or in
any way disclose any Confidential Information of the Discloser to any person, firm, or business, except to
the extent necessary for negotiations, discussions, and consultations with personnel or authorized
representatives of the Discloser, and any purpose the Discloser may hereafter authorize in writing.
Furthermore, the existence of any business negotiations, discussions, consultations, test results, reports or
agreements in progress between the parties shall not be released to any form of public media without the
written approval of the Company. Recipient agrees that it shall treat all Confidential Information of the
Discloser with the same degree of care as it accords to its own Confidential Information, and Recipient
represents that it exercises reasonable care to protect its own Confidential Information. If Recipient is not
an individual, the Recipient agrees that it shall disclose Confidential Information of the Discloser only to
those of its employees who need to know such information and certifies that such employees have
previously agreed, either as a condition to employment or in order to obtain the Confidential Information,
to be bound by terms and conditions substantially similar to those of this Agreement. Recipient shall
immediately give notice to Discloser of any unauthorized use or disclosure of the Confidential

Non-Disclosure Agreement Confidential 1/3

4. Exclusions from Nondisclosure and Nonuse Obligations. Recipient's obligations under Section 3,
("Nondisclosure and Nonuse Obligations") with respect to any portion of the Discloser's Confidential
Information, shall terminate when the Recipient seeking to avoid its obligation under such section can
document that: (i) it was in the public domain at or subsequent to the time it was communicated to
Recipient by Discloser through no fault of Recipient; (ii) it was rightfully in Recipient's possession, free of
any obligation of confidence at or subsequent to the time it was communicated to Recipient by Discloser;
(iii) it was developed by employees or agents of Recipient, independently of and without reference to any
information communicated to Recipient by Discloser; (iv) the communication was in response to a valid
order by a court or other governmental body, was otherwise required by law, or was necessary to establish
the rights of either party under this Agreement. If Recipient becomes so compelled or obligated to disclose
any of the Confidential Information pursuant to order of court, Recipient will provide the Discloser with
prompt written notice so that the Discloser may seek a protective order or other appropriate remedy.

5. Ownership of Confidential Information and Other Materials. All Confidential Information and any
Derivatives thereof, whether created by Discloser or Recipient, shall remain the property of Discloser and
no license or other right to Confidential Information is granted or implied hereby. For purposes of this
Agreement, "Derivatives" shall mean: (i) for copyrightable or copyrighted material, any translation,
abridgement, revision, or other form in which an existing work may be recast, transformed, or adapted;
(ii) for patentable or patented material and any improvement thereon; and (iii) for material which is
protected by trade secret, any new material derived from such existing trade secret material, including
new material which may be protected by copyright, patent, and/or trade secret. All materials, including
without limitation, documents, drawings, models, apparatus, sketches, designs, and lists furnished to
Recipient by the Discloser, and which are designated in writing to be the property of Discloser, shall
remain the property of Discloser and shall be returned to it promptly at its request, together with any
copies thereof.

6. Disclosure of Third Party Information. Neither Party shall communicate any information to the other in
violation of the proprietary rights of any third party.

7. No Warranty. All Confidential Information is provided "AS IS" and without any warranty, express,
implied, or otherwise, regarding its accuracy or performance.

8. Term. This Agreement shall terminate upon the earlier of (i) the closing of the Proposed Transaction
with the Recipient or (ii) two years from the effective date of this Agreement.

9. No Assignment. Neither Company nor Vendor shall assign or transfer any rights or obligations under
this Agreement without the prior written consent of Company.

10. Non-Hiring Agreement. Vendor shall not offer or seek to offer employment, directly or indirectly to the
employee(s) of the Company during the course of relationship and for a period of one year after the
termination of this Agreement.

11. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as
follows, with notice deemed given as indicated: (i) by personal delivery when received personally; (ii) by
overnight courier upon written verification of receipt; (iii) by telecopy or facsimile transmission upon
acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt
requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or such other
address as either party may specify in writing.

Non-Disclosure Agreement Confidential 2/3

13. Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or
unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement
shall not be affected or impaired thereby.

14. Waiver. The waiver by Discloser of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any other or subsequent breach by Recipient.

15. Injunctive Relief. A breach of any of the promises or agreements contained herein will result in
irreparable and continuing damage to Company for which there will be no adequate remedy at law, and
Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other
relief as may be proper (including monetary damages if appropriate).

16. Indemnity. The Vendor shall indemnify and hold harmless the Company and its employees and officers
from and against any and all suits, actions or administrative proceedings, claims, demands, losses,
damages, costs, and expenses of whatsoever nature, including attorney’s fees and expenses, which the
Company may suffer as a result of any breach of this Agreement or related with this Agreement. Or
otherwise existing at the date of the Agreement or related with this Agreement.

17. Entire Agreement. This Agreement constitutes the entire agreement with respect to the Confidential
Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements
concerning such Confidential Information. This Agreement may only be changed by mutual agreement of
authorized representatives of the parties in writing.

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

“Company” “Vendor”

ABB India Limited

Signature Signature

Print Name Print Name

Title Title

Stamp/Seal Stamp/Seal

Non-Disclosure Agreement Confidential 3/3