NON-DISCLOSURE AGREEMENT

NON-DISCLOSURE AGREEMENT

THIS AGREEMENT (the "Agreement”) is entered into on this ____day of ___________ by and
between ________________, located at ___________________ ( the” Disclosing Party”), and Hanon
Automotive Systems India Pvt Ltd,Located at Survey No 896-901, Pune Nagar Road, Village Sanaswadi,
Pune, Maharashtra, India ,Pin 412208.(the “Receiving Party”).

The Receiving Party hereto desires to participate in discussions regarding

________________________ (the “Transaction”). During these discussions, Disclosing Party may share
certain proprietary information with the Receiving Party. 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.

(a) For purposes of this Agreement, “Confidential Information” means any data or
information that is proprietary to the Disclosing Party and not generally known to the public, whether in
tangible or intangible form, in whatever medium provided, whether unmodified or modified by Receiving
Party or its Representatives (as defined herein), 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 of such party,
its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier
lists; (iii) any scientific or 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) any other information that should reasonably be recognized as confidential
information of the Disclosing Party; and (vi) any information generated by the Receiving Party or by its
Representatives that contains, reflects, or is derived from any of the foregoing. Confidential Information need
not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated
Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary
to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and
that Disclosing Party regards all of its Confidential Information as trade secrets.

(b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not
include information which: a) was lawfully possessed, as evidenced by the Receiving Party’s records, by the
Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes
rightfully known by the Receiving Party from a third-party source not under an obligation to Disclosing Party
to maintain confidentiality; (c) is generally known by the public through no fault of or failure to act by the
Receiving Party inconsistent with its obligations under 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, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made;
and (e) is or has been independently developed by employees, consultants or agents of the Receiving Party
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without violation of the terms of this Agreement, as evidenced by the Receiving Party’s records, and without
reference or access to any Confidential Information.

2. Disclosure of Confidential Information.

From time to time, the Disclosing Party may disclose Confidential Information to the
Receiving Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to its
directors, officers, employees, agents 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; (b) advise its Representatives
of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement,
require such Representatives to be bound by written confidentiality restrictions no less stringent than those
contained herein, and assume full liability for acts or 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 disclose any Confidential Information received by it to any third parties (except as
otherwise provided for herein).

3. Use of Confidential Information.

The Receiving Party agrees to use the Confidential Information solely in connection with the
current or contemplated business relationship between the parties and not for any purpose other than as
authorized by this Agreement without the prior written consent of an authorized representative of the
Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is
granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the
Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the
Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole
property of the Disclosing Party. Nothing contained herein is intended to modify the parties' existing
agreement that their discussions in furtherance of a potential business relationship are governed by Federal
Rule of Evidence 408.

4. Compelled Disclosure of Confidential Information.

Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose
Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery
request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the
extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party,
at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy
to preserve the confidentiality of the Confidential Information; provided that the Receiving Party will disclose
only that portion of the requested Confidential Information that, in the written opinion of its legal counsel, it is
required to disclose. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to
the extent practicable, the Disclosing Party with respect to any such request for a protective order or other
relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective
order and the Receiving Party is legally requested or required to disclose such Confidential Information,
 NON-DISCLOSURE AGREEMENT

disclosure of such Confidential Information may be made without liability.

5. Term.

This Agreement shall remain in effect for a two-year term (subject to a one year extension if
the parties are still discussing and considering the Transaction at the end of the second year). Notwithstanding
the foregoing, the Receiving Party’s duty to hold in confidence Confidential Information that was disclosed
during term shall remain for 5 years after termination of contract.

6. Remedies.

Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a

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 Disclosing Party that would result from
the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore,
both parties hereby agree that the Disclosing Party 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 hereunder, whether at law or in equity. Disclosing Party 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.

7. Return of Confidential Information.

Receiving Party shall immediately return and redeliver to Disclosing Party all tangible
material embodying any 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, word processing, or other types of files either manually or by
image capture) based on or including any Confidential Information, in whatever form of storage or retrieval,
upon the earlier of (i) the completion or termination of the dealings between the parties contemplated
hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so request;
provided however that the Receiving Party may retain such of its documents as is necessary to enable it to
comply with its reasonable document retention policies. Alternatively, the Receiving Party, with the written
consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party’s option) immediately
destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data
erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of
the Receiving Party supervising the destruction).

8. Notice of Breach.

Receiving Party shall notify the Disclosing Party immediately upon discovery of, or suspicion
of, (1) any unauthorized use or disclosure of Confidential Information by Receiving Party or its
Representatives; or (2) any actions by Receiving Party or its Representatives inconsistent with their respective
obligations under this Agreement, Receiving Party shall cooperate with any and all efforts of the Disclosing
 NON-DISCLOSURE AGREEMENT

Party to help the Disclosing Party regain possession of Confidential Information and prevent its further
unauthorized use.

9. No Binding Agreement for Transaction.

The parties agree that neither party will be under any legal obligation of any kind whatsoever
with respect to a Transaction by virtue of this Agreement, except for the matters 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 create a joint venture or partnership between the parties. If
a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered
into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In
the event such provision is not provided for in said transaction documents, this Agreement shall control.

10. Warranty.

NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT

WHATSOEVER. The parties acknowledge that although they shall each endeavor to include in the
Confidential Information all information that they each believe 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 Disclosing Party. Further, neither party is under any
obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Neither
Party hereto shall have any liability to the other party or to the other party’s Representatives resulting from
any use of the Confidential Information except with respect to disclosure of such Confidential Information in
violation of this Agreement.

11. Miscellaneous.

(a) 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 modification is sought.

(b) The validity, construction and performance of this Agreement shall be governed and
construed in accordance with the laws of _____________________ (state) applicable to contracts made and to
be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The
Federal and state courts located in _______________ (state) shall have sole and exclusive jurisdiction over
any disputes arising under, or in any way connected with or related to, the terms of this Agreement and
Receiving Party: (i) consents to personal jurisdiction therein; and (ii) waives the right to raise forum non
conveniens or any similar objection.

(c) Any failure by either party to enforce the other party’s 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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(d) 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 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 such provision was not included.

(e) Any notices or communications required or permitted to be given hereunder may be

delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by
certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first
indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph).
All such notices or communications shall be deemed to have been given and received (a) in the case of
personal delivery or electronic-mail, on the 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.

(f)This Agreement is personal in nature, and neither party may directly or indirectly assign or
transfer it by operation of law or otherwise without the prior written consent of the other party, which consent
will not be unreasonably withheld. 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.

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

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

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

Disclosing Party Receiving Party

By By _____
Name: Name:
Title: Title: