NON-DISCLOSURE AND NON-USE AGREEMENT

THIS NON-DISCLOSURE AND NON-USE AGREEMENT (hereinafter referred to as "Agreement”)

is made on ______________ at Ahmedabad

BY AND BETWEEN

XYZ Pvt. Ltd… a company registered under the Companies Act, 1956, having its registered office at
Y.M.C.A Club Makarba,S.G.Highway, Ahmedabad represented by its authorized signatory Mr.
Murugesh C- Company Secretary hereinafter referred to as the “Disclosure” (which expression unless

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repugnant to the context or meaning thereof, shall mean and include its Directors, Representatives,

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successors-in-interest and assigns) of the ONE PART

AND

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_________ a company registered under the Companies Act, 1956 / 2013 [CIN: …] having its registered
office at __________________________________________________________(hereinafter referred to
as “Recipient” more fully described hereinafter, which expression shall, unless repugnant to or
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inconsistent with the subject or context thereof, include, its successors and permitted assigns) of the
OTHER PART
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WHEREAS

A. The Recipient hereto desires to participate in discussions regarding performance of services such as
SAP Services, etc. “Transaction”). Prior to the Transaction, during the Transaction and thereafter,
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the Discloser may share or otherwise make available, certain technical data, business data, personal
data and other confidential information with the Recipient.
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B. The Parties desire that all information relating to the Transaction that is confidential in nature shall
be kept confidential between the Parties and shall not be used in any manner without the prior
written consent of the Discloser.
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(The ‘Discloser’ and the ‘Recipient’ shall be individually referred to as “Party” and collectively as
“Parties”).
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NOW THEREFORE, in consideration of the mutual promises and covenants contained in this
Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereto agree as follows:

1. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” means any business data including
financial, technical and other data or information and all copies thereof including, without limitation,
all agreements, discoveries, ideas, designs, specifications, drawings, techniques, models, data,
programs, documentation, processes, know-how, customer lists, marketing plans, books, logs, charts,

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 records, studies, reports, design, fabrication & assembly drawings, know-how, processes, product
specifications, raw materials, trade secrets, market opportunities, or business or financial affairs,
customer / consumer data, product samples, inventions, concepts and any other technical and/or
commercial information, disclosed directly or indirectly and in any form whatsoever (including, but
not limited to, disclosure made in writing, oral or in the form of samples, models, computer
programs, drawings or other instruments) furnished by the Discloser to the Recipient and
information that may be proprietary to the Discloser or acquired directly or indirectly by the
Discloser and not generally known to the public, whether in tangible or intangible form, whenever
and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial
information, or projections, operations, sales estimates, business plans and performance results
relating to the past, present or future business activities, affiliates, subsidiaries and affiliated

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companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or

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technical information, invention, design, process, procedure, formula, improvement, technology or
method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools,
specifications, computer software, source code, object code, flow charts, databases, inventions,
information and trade secrets; (v) details of the calls, emails, text messages, fax messages, internet

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access (excluding data that may only be retained by the Recipient for as long as necessary to enable
bills (“Traffic Data”) and (vi) any other data or information including personal data / information
that may reasonably be recognized as confidential information of the Discloser. Confidential
Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order
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to be designated Confidential Information.

1.1 For the purposes of this Agreement, Confidential Information shall not include information
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which: (i) was known by the Recipient prior to receiving the Confidential Information from the
Discloser; (b) becomes rightfully known to the Recipient from a third-party source not known
(after diligent inquiry) by the Recipient to be under an obligation to Discloser to maintain
confidentiality; (c) is or becomes publicly available through no fault of or failure to act by the
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Recipient in breach of this Agreement; (d) is required to be disclosed in a judicial or

administrative proceeding, or is otherwise requested or required to be disclosed by law or
regulation, subject to fulfillment of criteria specified under Clause ‘Compelled Disclosure of
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Confidential Information’ and (e) is or has been independently developed by employees,

consultants or agents of the Recipient without violation of the terms of this Agreement,
Discloser’s intellectual property rights or reference or access to any Confidential Information.
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2. Intellectual Property

2.1 All Intellectual Property Rights in all Confidential Information disclosed by the Discloser to the
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Recipient and in all media comprising such Confidential Information shall as between the Parties
remain the property of the Discloser and nothing in this Agreement shall be taken to represent an
assignment, license or grant of other rights in or under such Intellectual Property Rights.

2.2 Nothing in this Agreement is intended to grant or imply any rights, by license or otherwise, to
the Recipient under any patent, copyright, trade secret, or other intellectual property right, nor
shall this Agreement grant or imply to either Party any rights in or to the Discloser's Confidential
Information, except the limited right to review such Confidential Information solely for the
purposes of consideration of a possible Transaction or relationship between the Parties. Recipient
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 shall NOT reverse engineer, decompile or disassemble any hardware or software received from
the Discloser nor use Confidential Information for any purpose inconsistent with this Agreement.

2.3 Recipient hereby acknowledges that Recipient’s work and services herein and all results and
proceeds thereof, including, without limitation, all drafts, notes, concepts, ideas, suggestions and
approaches, modifications, improvements and derivative works related thereto or contained
therein, and each element and part thereof (collectively, the “Developments”) are works done
under the Discloser’s direction and control and have been specially ordered or commissioned by
the Discloser. All Developments shall constitute “works made for hire” for the Discloser and
shall be the exclusive property of the Discloser, and the Recipient shall and does hereby assign
the Intellectual property rights therein to the Discloser. Recipient hereby further represents and

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acknowledges that any and all Developments made, conceived, discovered or reduced to practice

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during Recipient’s engagement by the Discloser are owned solely by the Discloser, and that
Recipient has no right, title or interest therein, and agrees that without any further compensation,
will take such action and execute such documents as the Discloser may request to evidence and
perfect the Discloser’s ownership of such Developments.

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3. Disclosure of Confidential Information
The Discloser may disclose Confidential Information to the Recipient From time to time. The
Recipient shall: (a) limit disclosure of any Confidential Information to its directors, officers,
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employees, agents, third party contractors or representatives (collectively “Representatives”) who
have a need to know such Confidential Information in connection with the current or contemplated
business relationship between the Parties to which this Agreement relates, and only for that purpose;
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(b) advise its Representatives of the proprietary nature of the Confidential Information and of the
obligations set forth in this Agreement and require such Representatives to keep the Confidential
Information confidential and require such Representatives to be bound by written confidentiality
restrictions no less stringent than those contained herein, and assume full liability for acts or
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omissions by its Representatives that are inconsistent with its obligations under this Agreement ; (c)
keep all Confidential Information strictly confidential by using a reasonable degree of care, but not
less than the degree of care used by it in safeguarding its own confidential information; and (d) not
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disclose any Confidential Information received by it to any third parties (except as otherwise
provided for herein).

Recipient shall be responsible for any breach of this Agreement by any of their respective
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Representatives.

4. Use of Confidential Information

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The Recipient agrees to use the Confidential Information solely in connection with the current or /
and contemplated business relationship between Discloser and not for any purpose other than as
authorized by this Agreement without the prior written consent of an authorized representative of the
Discloser. No other right or license, whether expressed or implied, in the Confidential Information is
granted to the Recipient hereunder. Title to the Confidential Information will remain solely and
exclusively vested in the Discloser. All use of Confidential Information by the Recipient shall be for
the benefit of the Discloser and any modifications and improvements thereof by the Recipient shall
be the sole property of the Discloser. Nothing contained herein is intended to modify the Parties'
existing agreement that their discussions in furtherance of a potential business relationship are

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 governed by applicable laws in India. The Recipient undertakes to obtain Discloser’s prior written
consent before any use, duplication, disclosure, modification or / and adaptation of Confidential
Information which is not authorized by the provisions of this Agreement. The Recipient undertakes
not to use any data provided by the Discloser for any purpose without obtaining written approval of
the Discloser for such purpose, other than for the purpose of considering collaboration.

5. Compelled Disclosure of Confidential Information

Notwithstanding anything in the foregoing to the contrary, the Recipient may disclose Confidential
Information pursuant to any governmental, judicial, or administrative order, summons or warrant by
competent authorities, discovery request, regulatory request or similar method, provided that the
Recipient promptly notifies the Discloser in writing of such demand for disclosure so that the

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Discloser, at its sole expense, may seek to make such disclosure subject to a protective order or other

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appropriate remedy to preserve the confidentiality of the Confidential Information; provided in the
case of a broad regulatory request with respect to the Recipient’s business (not targeted at Discloser),
the Recipient may promptly comply with such request provided the Recipient gives (if permitted by
such regulator) the Discloser prompt notice of such disclosure. The Recipient agrees that it shall not

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oppose and it shall cooperate with efforts by, to the extent practicable, the Discloser with respect to
any such request for a protective order or other relief. Notwithstanding the foregoing, if the
Discloser is unable to obtain or does not seek a protective order and the Recipient is legally
requested or required to disclose such Confidential Information, disclosure of such Confidential
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Information may be made without liability.

6. Term
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This Agreement shall become effective on the date of this Agreement. The provisions of this
Agreement shall however apply retroactively to any Confidential Information, which may have been
disclosed in connection with discussions and negotiations regarding the Transaction.
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This Agreement shall survive until such time as all Confidential Information disclosed hereunder
becomes publicly known and made generally available through no action or inaction of Recipient.
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Notwithstanding the foregoing, Recipient’s duty to hold in confidence Confidential Information that
was disclosed during term shall remain in effect indefinitely.

For the avoidance of doubt, upon termination of this Agreement, Recipient’s obligation to keep the
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Confidential Information of the Discloser confidential shall apply even in the event where the
Recipient is acquired, amalgamated or merged by or into a third party, and the Discloser shall have
the full right to enforce obligations against such third party.
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7. Remedies
Recipient acknowledges that the Confidential Information to be disclosed hereunder is of unique and
valuable character, and that the unauthorized dissemination of the Confidential Information would
destroy or diminish the value of such information. The damages to Discloser that would result from
the unauthorized dissemination of the Confidential Information would be impossible to calculate.
Therefore, both Parties hereby agree that the Discloser shall be entitled to injunctive relief
preventing the dissemination of any Confidential Information in violation of the terms hereof. Such
injunctive relief shall be in addition to any other remedies available at law or in equity. Discloser

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 shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in
obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing
Party shall be entitled to recover its reasonable attorney’s fees and expenses.

8. Return of Confidential Information

Recipient shall immediately return and redeliver to the Discloser all tangible material embodying the
Confidential Information provided hereunder and all notes, summaries, memoranda, drawings,
manuals, records, excerpts or derivative information deriving therefrom and all other documents or
materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been
converted to computerized media in the form of image, data or word processing files either manually
or by image capture) based on or including any Confidential Information, in whatever form of

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storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the

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Parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the
Discloser may so request. Alternatively, the Recipient, with the written consent of the Discloser may
(or in the case of Notes, at the Recipient’s option) immediately destroy any of the foregoing
embodying Confidential Information (or the reasonably non-recoverable data erasure of

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computerized data) and, upon request, certify in writing such destruction by an authorized officer of
the Recipient supervising the destruction).

9. Notice of Breach sh
Recipient shall notify the Discloser immediately upon discovery of any unauthorized use or
disclosure of Confidential Information by Recipient or its Representatives, or any other breach of
this Agreement by Recipient or its Representatives, and will cooperate with efforts by the Discloser
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to help the regain possession of Confidential Information and prevent its further unauthorized use.

10. No Binding Agreement for Transaction

The Parties agree that neither Party will be under any legal obligation of any kind except the matters
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specifically agreed to herein. The Parties further acknowledge and agree that they each reserve the
right, in their sole and absolute discretion, to reject any and all proposals and to terminate
discussions and negotiations with respect to a Transaction at any time. This Agreement does not
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create a joint venture or partnership between the Parties.

Neither the holding of discussions nor the exchange of material or information shall be construed as
an obligation of the Discloser to perform any work, enter into any license, business engagement or
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other agreement with the Recipient. The Parties hereby acknowledge that they are not agents of each
other. Nothing in this Agreement shall prohibit a Party from providing its own Confidential
Information to third parties and entering into agreements with third parties.
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11. Warranty.
The Discloser warrants that it has the right to make the disclosures under this Agreement.

NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT

WHATSOEVER. The Parties acknowledge that although the Discloser shall endeavor to include in
the Confidential Information all information that they/it believes relevant for the purpose of the
evaluation of a Transaction, the Parties understand that no representation or warranty as to the
accuracy or completeness of the Confidential Information is being made by the Discloser. Further,

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 the Discloser is not under any obligation under this Agreement to disclose any Confidential
Information it chooses not to disclose. Discloser shall not have any liability for any damage or losses
to the Recipient, and/or Recipient’s Representatives resulting from any use of the Confidential
Information.

12. Indemnification
The Discloser provides information solely on an "AS IS" basis. The Recipient hereby agrees to
indemnify and keep indemnified the Discloser against any and all losses, damages, claims, expenses
and attorneys' fees incurred or suffered by the Discloser as a result of a breach of this Agreement by
the Recipient or its Representative(s).

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13. Data Security

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The Recipient shall keep Discloser’s Confidential Information safe and secure. Recipient shall
ensure specific security policy which protects Confidential Information against accidental or
unlawful destruction, accidental loss or alteration, and unauthorized or unlawful storage, processing,
access or disclosure of Confidential Information; ensure that Confidential Information can only be

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accessed by authorized personnel for legally authorized purposes; and provide information to
Recipient on any particular risk of a breach of the security of communications network.

14. Traffic Data sh

Traffic Data relating to Discloser shall not routinely be kept by Recipient for longer periods than is
legally permissible only if data needs to be retained to enable a query or dispute to be resolved or if
there is some other legitimate reason to believe that a query or dispute is likely to arise in a particular
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case.

Use of Traffic Data: Discloser’s prior consent is required if Recipient wishes to use Traffic Data for
the purpose of marketing Recipient’s electronic communication services or for the provision of value
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added services. The Discloser must be informed in advance of the types of Traffic Data to be used,
how long it will be used for and be given the possibility to withdraw at any time the consent they
may have given for the use of its Traffic Data.
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15. Storing, Accessing and Processing data on terminal equipment

Recipient shall ensure that Cookies (small files that are downloaded when the user accesses certain
websites, that allows a website to ‘recognize’ the user's device) may not be stored on or retrieved
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from a Discloser’s Terminal Equipment (computer, smartphone, mobile phone or other equipment
used to access electronic communications networks) unless the Discloser:
(a) has been given clear and comprehensive information about why this is being done and
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(b) has given consent.

Processing Location Data

Confidential Information relating to a user’s location, other than Traffic Data, shall only be
processed by Recipient if made anonymous or with the prior consent of the Discloser to the extent
and for the duration necessary for the provision of a value added service. The Discloser can
withdraw the consent given to process location data and must also be given the option by the
Recipient, for refusing, along with intimation of the means by which Discloser can withdraw
consent.

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16. Miscellaneous.
16.1. Recipient undertakes not to engage in any employment, consulting, or other activity
involving computer programming, graphic design, Internet or web site development,
e-commerce, video or film production or editing, multimedia programming, or design that
competes with the business, proposed business or business interests of Discloser.

16.2. Recipient shall not solicit any of Discloser’s employees, clients or prospective clients to
perform services that compete with the business, proposed business or business interests of
Discloser and Recipient shall not assist any other person or entity in doing so, without

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Disclosers prior written consent.

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16.3. This Agreement constitutes the entire understanding between the Parties and supersedes any
and all prior or contemporaneous understandings and agreements, whether oral or written,
between the Parties, with respect to the subject matter hereof. This Agreement can only be
modified by a written amendment signed by the Party against whom enforcement of such

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modification is sought.

16.4. The validity, construction and performance of this Agreement shall be governed and
construed in accordance with the laws of India without giving effect to any conflict of laws
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provisions thereof. The Courts in Ahmedabad shall have sole and exclusive jurisdiction over
any disputes arising under the terms of this Agreement.
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16.5. Any failure by Discloser to enforce strict performance of any provision of this Agreement
will not constitute a waiver of its right to subsequently enforce such provision or any other
provision of this Agreement.
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16.6. Although the restrictions contained in this Agreement are considered by the Parties to be
reasonable for the purpose of protecting the Confidential Information, if any such restriction
is found by a court of competent jurisdiction to be unenforceable, such provision will be
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modified, rewritten or interpreted to include as much of its nature and scope as will render it
enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any
respect, it will not be given effect, and the remainder of the Agreement will be enforced as if
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such provision was not included.

16.7. Any notices or communications required or permitted to be given hereunder shall be deemed
to have been given and received (a) in the case of personal delivery or electronic-mail, on the
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date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier,
on the third business day following dispatch and (c) in the case of mailing, on the seventh
business day following such mailing.

16.8. This Agreement is personal in nature, and Recipient shall not directly or indirectly assign or
transfer this Agreement or its rights and obligations hereunder by operation of law or
otherwise without the prior written consent of the Discloser. All obligations contained in this
Agreement shall extend to and be binding upon the Parties to this Agreement and their
respective successors, assigns and designees.

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 16.9. The receipt of Confidential Information pursuant to this Agreement shall not prevent or in
any way limit Discloser from: (i) developing, making or marketing products or services that
are or may be competitive with the products or services of the Recipient; or (ii) providing
products or services to others who compete with the Recipient.

16.10. Paragraph headings used in this Agreement are for reference only and shall not be used or
relied upon in the interpretation of this Agreement.

16.11. This Agreement may be signed in two counterparts, which together shall constitute one
agreement. It shall not be necessary in making proof of this Agreement to produce or account

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for more than one counterpart hereof. The person signing on behalf of each Party represents

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that he or she has the right and power to execute this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first

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above written.

For XYZ LTD sh For -

______________________ ______________________
Authorized Signatory Authorized Signatory
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Name: Name:
Designation: Designation:

Witness: Witness:
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Signature:____________ Signature:____________
Name: ____________________ Name: _________________
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Designation: ______________________ Designation: _______________________

DB CORP LTD ____________________________________
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