CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (“Agreement”) dated << Effective Date >> (“Effective Date”)
is entered into between Hiveloop Technology Private Limited, a Indian Company with its principal place of
business at Khatha No.458/660/ 641/3/1A Harlur Road Marathahalli, Mahadevapura Zone, Ward 150 Bangalore
KA 560103, (hereinafter referred to as “Disclosing Party” which expression shall mean and include its parent,
affiliates, sister concerns, subsidiaries and assigns), and <<insert name of the intern>>, an individual residing at
[insert address of the intern]

1. Disclosure of Confidential Information any of the terms, conditions or any other fact about the
actual or potential business relationship. Receiving
Disclosing Party may disclose to the Recipient, either Party and its Representatives will immediately notify
orally or in any recorded medium, information Disclosing Party of any use or disclosure of the
comprising or relating to its / or its affiliates, parent, Confidential Information that is not authorized by this
sister concerns group companies: techniques; Agreement. Receiving Party and its Representatives
schematics; designs; contracts; financial information; will use its best efforts to assist Disclosing Party in
sales and marketing plans; business plans; clients; remedying any such unauthorized use or disclosure of
client data; business affairs; operations; strategies; the Confidential Information.
inventions; methodologies; technologies; employees;
subcontractors; pricing; service proposals; methods of Recipient shall implement and follow the rules as laid
operations; procedures; products and/or services down in the Information Technology (Reasonable
("Confidential Information”). Confidential Information Security Practices and Procedures and Sensitive
shall include all nonpublic information furnished, Personal Data or Information) Rules, 2011 [‘the
disclosed or transmitted regardless of form. Rules’].

2. Confidentiality Recipient shall monitor the security practices, control

processes and checks in place in respect of the
Receiving Party will use the Confidential Information Confidential Information on a regular basis and
solely in furtherance of the actual or potential business disclose any breaches in the security practices, control
relationship between the parties. Receiving Party shall processes and checks in place to the Disclosing Party.
not use the Confidential Information in any way that is
directly or indirectly detrimental to Disclosing Party or
its subsidiaries or affiliates and shall not disclose the The obligations contained in this Section 2 will not
Confidential Information to any unauthorized third apply to the extent that Receiving Party can
party. Receiving Party shall ensure that access to demonstrate that the Confidential Information: (a) was
Confidential Information is granted only to those of its part of the public domain at the time of disclosure or
employees or agents (“Representatives”) who have a properly became part of the public domain, by
demonstrated need to know such information in order publication or otherwise; (b) was rightfully acquired by
to carry out the business purpose of this Agreement. Receiving Party prior to disclosure by Disclosing Party;
Prior to disclosing any Confidential Information to such (c) was independently developed by Receiving Party
Representatives, Receiving Party shall inform them of or its Representatives without reference to the
the confidential nature of the information and their Confidential Information; or (d) is required to be
obligation to refrain from disclosure of the Confidential disclosed by a government agency or by a proper
Information. Receiving Party and its Representatives court of competent jurisdiction; provided, however, that
will take all reasonable measures to maintain the Receiving Party and its Representatives shall provide
confidentiality of the Confidential Information, but in no Disclosing Party prompt prior written notice of such
event less than the measures it uses for its own requirement, shall consult with and assist Disclosing
information of similar type. Receiving Party and its Party in obtaining a protective order prior to such
Representatives shall not disclose to any person disclosure, and shall only disclose the portion of
including, without limitation, any corporation, Confidential Information which it has been advised by
sovereign, partnership, limited liability company, entity written opinion of counsel is legally required to be
or individual (i) the fact that any investigations, disclosed and shall use its best efforts to obtain
discussions or negotiations are taking place assurance that confidential treatment will be accorded
concerning the actual or potential business such information if the protective order is not obtained
relationship between the parties, (ii) that it has or if Disclosing Party waives disclosure of such
requested or received Confidential Information, or (iii) information.

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 CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT

available at law or in equity. Receiving Party and its

Representatives hereby irrevocably and
unconditionally consent to submit to the exclusive
jurisdiction of the courts of Bangalore, Karnataka for
any actions, suits or proceedings arising out of or
3. Ownership of Materials/No Warranty relating to this Agreement and the transactions
contemplated hereby (and agree not to commence any
Disclosing Party retains all rights, title and interest to action, suit or proceeding relating thereto except in
its Confidential Information. No license under any such courts), and further agree that service of any
trademark, patent or copyright, or application for same process, summons, notice or document by registered
which are now or thereafter may be obtained by mail or tracked courier service to the address set forth
Disclosing Party is either granted or implied by the above shall be effective service of process for any
disclosure of Confidential Information. Confidential action, suit or proceeding brought against Receiving
Information is provided “as is” with all faults. In no Party and its Representatives in any such court.
event shall Disclosing Party be liable for the accuracy
or completeness of the Confidential Information. c) Neither party may assign any of its rights or
obligations under this Agreement without the prior
4. Term written consent of the other party. This Agreement
shall be binding upon and inure to the benefit of the
This Agreement shall terminate two (2) years from the parties permitted successors and assigns.
Effective Date. Receiving Party’s obligations with
respect to confidentiality shall expire after two (2) d) This Agreement may be amended or
years from the date of disclosure. supplemented only by a writing that is signed by duly
authorized representatives of both parties.
5. Return of Confidential Information
e) No term or provision hereof will be considered
Upon written request of Disclosing Party, Receiving waived by either party, and no breach excused by it,
Party and its Representatives shall promptly return to unless such waiver or consent is in writing signed an
Disclosing Party all copies of Confidential Information authorized representative of the non-breaching party.
in its possession including, without limitation, all copies No consent to, or waiver of, a breach by a party,
of any analyses, compilations, studies or other whether express or implied, will constitute a consent
documents prepared by Receiving Party or its to, waiver of, or excuse of any other, different, or
Representatives containing or reflecting any subsequent breach.
Confidential Information. Receiving party shall certify
in writing that it and its Representatives have returned f) If any part of this Agreement is found invalid or
all such information to Disclosing Party. unenforceable, that part will be amended to achieve as
nearly as possible the same economic and legal effect
6. General as the original provision and the remainder of this
Agreement will remain in full force.
a) This Agreement shall be governed by and
construed in accordance with the laws India without g) This Agreement constitutes the entire agreement
regard to its conflicts of law provisions. between the parties relating to this subject matter and
supersedes all prior or simultaneous representations,
b) Receiving Party agrees that the breach of the discussions, negotiations, and agreements, whether
provisions of this Agreement by Receiving Party will written or oral.
cause Disclosing Party irreparable damage for which
recovery of money damages would be inadequate.
Disclosing Party will, therefore, be entitled to obtain
timely injunctive relief to protect its rights under this
Agreement in addition to any and all remedies

Accepted and agreed as of the date first above written by the following authorized Party representatives:

Disclosing Party Recipient

By: By:

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 CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT

Name: Name: <<insert name of the intern>>,

Title: Title:

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