MUTUAL CONFIDENTIALITY AND NON DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (“Agreement”) dated 4 th April, 2017 (“Effective Date”)
is entered into by and between

………………………………….a company incorporated under the provisions of Companies Act 2013 and
having its principal place of business at ……………………………………….. (hereinafter referred to as
“......................” which expression shall mean and include its parent, affiliates, sister concerns, subsidiaries
and assigns),

And

……………..., a company incorporated under the provisions of Companies Act,2013 and having its
principal place of business at...............(hereinafter referred to as “Company” which expression shall mean
and include its parent, affiliates, sister concerns, subsidiaries and assigns)

1. Purpose form.

Parties have to disclose certain confidential, 3. Confidentiality

technical and business information in order to avail
the GSP Services from the Company. To protect the Either Party shall use the Confidential Information
said confidential information both the parties solely in furtherance of the actual or potential
desires to sign this Non- Disclosure agreement. business relationship between the parties. The
parties shall not use the Confidential Information in
2. Disclosure of Confidential Information any way that is directly or indirectly detrimental to
the other party or its subsidiaries or affiliates, and
Either party may disclose to the other party either shall not disclose the Confidential Information to
orally or in any recorded medium, information any unauthorized third party.
comprising or relating to its / or its affiliates,
parent, sister concerns group companies: Parties shall ensure that access to Confidential
techniques; schematics; designs; contracts; Information is granted only to those of its
financial information; sales and marketing plans; employees or agents (“Representatives”) who have
business plans; clients; client data; business affairs; a demonstrated need to know such information in
operations; strategies; inventions; methodologies; order to carry out the business purpose of this
technologies; employees; subcontractors; pricing; Agreement. Prior to disclosing any Confidential
service proposals; methods of operations; Information to such Representatives, party shall
procedures; products and/or services inform them of the confidential nature of the
("Confidential Information”). Confidential information and their obligation to refrain from
Information shall include all nonpublic information disclosure of the Confidential Information. Each
furnished, disclosed or transmitted regardless of party and its Representatives will take all
reasonable measures to maintain the Confidential Information; or (d) is required to be
confidentiality of the Confidential Information, but disclosed by a government agency or by a proper
in no event less than the measures it uses for its court of competent jurisdiction; provided, however,
own information of similar type. Parties and its that Receiving Party and its Representatives shall
Representatives shall not disclose to any person provide Disclosing Party prompt prior written
including, without limitation, any corporation, notice of such requirement, shall consult with and
sovereign, partnership, limited liability company, assist Disclosing Party in obtaining a protective
entity or individual (i) the fact that any order prior to such disclosure, and shall only
investigations, discussions or negotiations are disclose the portion of Confidential Information
taking place concerning the actual or potential which it has been advised by written opinion of
business relationship between the parties, (ii) that counsel is legally required to be disclosed and shall
it has requested or received Confidential use its best efforts to obtain assurance that
Information, or (iii) any of the terms, conditions or confidential treatment will be accorded such
any other fact about the actual or potential information if the protective order is not obtained
business relationship. or if Disclosing Party waives disclosure of such
information.
Each Party and its Representatives will
immediately notify the other Party of any use or 4. Ownership of Materials/No Warranty
disclosure of the Confidential Information that is
not authorized by this Agreement. Each Party and Each Party retains all rights, title and interest to its
its Representatives will use its best efforts to assist Confidential Information. No license under any
the other Party in remedying any such trademark, patent or copyright, or application for
unauthorized use or disclosure of the Confidential same which are now or thereafter may be obtained
Information. by the other Party is either granted or implied by
the disclosure of Confidential Information.
Either Party shall implement and follow the rules Confidential Information is provided “as is” with all
as laid down in the Information Technology faults. In no event shall parties be liable for the
(Reasonable Security Practices and Procedures and accuracy or completeness of the Confidential
Sensitive Personal Data or Information) Rules, Information.
2011 [‘the Rules’].
5. Term
Either Party shall monitor the security practices,
control processes and checks in place in respect of This Agreement shall terminate two (2) years from
the Confidential Information on a regular basis and the Effective Date. Receiving Party’s obligations
disclose any breaches in the security practices, with respect to confidentiality shall expire after
control processes and checks in place to the other two (2) years from the date of disclosure.
Party.
6. Return of Confidential Information
The obligations contained in this Section 2 will not
apply to the extent that either Party can Upon written request of either Party, Parties and its
demonstrate that the Confidential Information: (a) Representatives shall promptly return to the other
was part of the public domain at the time of Party all copies of Confidential Information in its
disclosure or properly became part of the public possession including, without limitation, all copies
domain, by publication or otherwise; (b) was of any analyses, compilations, studies or other
rightfully acquired by Receiving Party prior to documents prepared by Receiving Party or its
disclosure by Disclosing Party; (c) was Representatives containing or reflecting any
independently developed by Receiving Party or its Confidential Information. Either Party shall certify
Representatives without reference to the in writing that it and its Representatives have
returned all such information to the other Party.
d) This Agreement may be amended or
7. General supplemented only by a writing that is signed by
duly authorized representatives of both parties.
a) This Agreement shall be governed by and
construed in accordance with the laws India e) No term or provision hereof will be considered
without regard to its conflicts of law provisions. waived by either party, and no breach excused by
it, unless such waiver or consent is in writing
b) Either Party agrees that the breach of the signed an authorized representative of the non-
provisions of this Agreement by any Party will breaching party. No consent to, or waiver of, a
cause the other Party an irreparable damage for breach by a party, whether express or implied, will
which recovery of money damages would be constitute a consent to, waiver of, or excuse of any
inadequate. Either Party will, therefore, be entitled other, different, or subsequent breach.
to obtain timely injunctive relief to protect its
rights under this Agreement in addition to any and f) If any part of this Agreement is found invalid or
all remedies available at law or in equity. Receiving unenforceable, that part will be amended to achieve
Party and its Representatives hereby irrevocably as nearly as possible the same economic and legal
and unconditionally consent to submit to the effect as the original provision and the remainder
exclusive jurisdiction of the courts of Bangalore, of this Agreement will remain in full force.
Karnataka for any actions, suits or proceedings
arising out of or relating to this Agreement and the g) This Agreement constitutes the entire
transactions contemplated hereby (and agree not agreement between the parties relating to this
to commence any action, suit or proceeding relating subject matter and supersedes all prior or
thereto except in such courts), and further agree simultaneous representations, discussions,
that service of any process, summons, notice or negotiations, and agreements, whether written or
document by registered mail or tracked courier oral.
service to the address set forth above shall be
effective service of process for any action, suit or h) This agreement may be executed in two
proceeding brought against Receiving Party and its counterparts, each of which shall be deemed to be
Representatives in any such court. an original but all of which together shall constitute
one and the same agreement.
c) Neither party may assign any of its rights or
obligations under this Agreement without the prior
written consent of the other party. This Agreement
shall be binding upon and inure to the benefit of the
parties permitted successors and assigns.

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

………………………………………………….. The Company

By: By:

Name: Name:

Title: Title:
Witness: Witness:

Name: Name:

Title: Title: