CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This agreement herein is made effective as of the ______ day of ___________2010 by and between
[SITE] a division of xxxxClinical Research Ltd, a company registered under the Companies Act,
1956 and having its registered office at [location] (hereinafter referred to as “[SITE]”, which term,
unless repugnant to the context, would include its successors in interest) of the First Part

AND

Dr.________________________________________, having address at

WHERE AS, [SITE] represents that it now has, or may in the future obtain, certain ideas, concepts,
data, or other information from their clients (Pharmaceutical Companies) which in whole or in part
is or will be considered proprietary, in particular, but not limited to, information on the following
subject(s): pre clinical data, clinical trial data, clinical trial material/device/drug information
(hereinafter agreed to as "Confidential Information").

WHEREAS, in order for Recipient to review technical and/or business information as a potential or
continued Consultant, Investigator of [site], it is necessary for [SITE] to disclose above mentioned
Confidential Information to Recipient. The information above mentioned shall be inclusive and not
exclusive in nature.

WHEREAS, the representatives of both parties are duly authorized by their respective organizations
to execute this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED as follows: -

1. The Recipient shall use Information only for the purpose, shall hold Information in
confidence using the same degree of care as it normally exercises to protect its own
proprietary information, but not less than reasonable care, taking into account the nature of
the Information, and shall grant access to Information only to its employees who have a
need to know, but only to the extent necessary to carry out the business purpose. Recipient
shall cause its employees to comply with the provisions of this Agreement applicable to the
receiving party, shall reproduce Information only to the extent essential to fulfilling the
Purpose, and shall prevent disclosure of Information to third parties. The Recipient may,
however, disclose the Information to its consultants and contractors with a need to know,
provided that by doing so, the receiving party agrees to bind those consultants and
contractors to terms at least as restrictive as those stated herein, advise them of their
obligations, and indemnify the disclosing party for any breach of those obligations.

________________________________________________________________________________
This template document has been freely provided by The Global Health Page 1 of 3
Network. Please adapt it as necessary for your work, and reference The
Global Health Network when possible when using this template.
www.theglobalhealthnetwork.org.
 2. Recipient agrees to retain in strict confidence and not disclose to any third party the
Confidential Information, which it will be provided with by [SITE] and will have access to
in the course of carrying out the PROJECT. Recipient will hold in strict confidence any and
all Confidential Information, except:

a. information which at the time of disclosure is publicly known or available;

b. information and data which, after disclosure, is publicly known or available by

c. information and data which Recipient receives from a third party, provided however,
that such information and data were not obtained by such third party by breach of a
confidentiality covenant entered into with [SITE].

3. Recipient agrees and undertakes not to pass on the Confidential Information or a part thereof
to third parties even under a corresponding secrecy agreement and agrees to take such steps
as may reasonably be necessary to prevent the disclosure of the Confidential Information in
whole or in part to any third party.

4. Recipient guarantees that any employee or representative of Recipient who is given access
to the Confidential Information by [SITE] through the Recipient, shall also comply with the
obligations that Recipient undertakes under this Agreement.

5. Recipient agrees and acknowledges that any disclosure by, Recipient / employee or
representative of Recipient, of the Confidential Information in breach of this Agreement
may cause [SITE] irreparable harm and that any breach or threatened breach of this
obligation by Recipient will entitle [SITE] to injunctive relief including liquidated damages,
in addition to any other legal or equitable remedies available to it, in any court of competent
jurisdiction. Recipient agrees to indemnify [SITE] against any loss, costs, damages or
expenses that may be suffered by [SITE] by reason of non-observance of the obligations
foregoing on the part of Recipient.

6. Neither this Agreement nor the disclosure of the Confidential Information by [SITE], shall
be deemed, by implication or otherwise, to vest in Recipient any license or other ownership
rights to or under any patents, copyright, know-how or trade secret, it being agreed and
declared that the Confidential Information and all intellectual property rights emanating
there from shall be the sole property of [SITE].

7. This Agreement constitutes the entire agreement of the parties with respect to the Parties
respective obligations in connection with Information disclosed hereunder and supersedes
all prior oral and written agreements and discussion with respect thereto. The parties can
amend or modify this Agreement only by a writing duly executed by their respective
authorized representatives. Neither party shall assign this Agreement without first securing
the other party’s written consent.

________________________________________________________________________________
This template document has been freely provided by The Global Health Page 2 of 3
Network. Please adapt it as necessary for your work, and reference The
Global Health Network when possible when using this template.
www.theglobalhealthnetwork.org.
 8. This agreement will remain in effect for five years from the date of the last disclosure of
Confidential Information, at which time it will terminate, unless extended by the disclosing
party in writing.

9. No rights or obligations other than those expressly recited herein are to be implied from this
Agreement.

10. Any dispute or difference arising out of or in connection with this Agreement shall be settled
by the parties hereto by mutual negotiation. Any unsettled dispute or difference shall be
referred to Arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996.
The venue of arbitration proceedings shall be at Hyderabad. The clause herein does not
waive off the right of [SITE] to approach the appropriate court of law having competent
jurisdiction to settle/claim any dispute or claim between the parties.

11. This Agreement shall be governed and construed in accordance with the laws of India.

IN WITNESS WHEREOF the parties have executed this Agreement the day and year first
hereinabove written.

[SITE] PI

By: _____________________________ By: _____________________________

Name: __________________________ Name: ___________________________

Title: ____________________________ Title: ____________________________

________________________________________________________________________________
This template document has been freely provided by The Global Health Page 3 of 3
Network. Please adapt it as necessary for your work, and reference The
Global Health Network when possible when using this template.
www.theglobalhealthnetwork.org.