NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (NDA) is made on [insert date] ("Effective Date") between:

PARTIES: Financial Technologies (India) Limited, a company registered under the Companies Act, 1956 and having its office at FT Tower, CTS 256 & 257, Suren Road, Chakala, Andheri (East), Mumbai 400093 (hereinafter referred to as FTIL which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors and permitted assignees) AND __________________________________________________________ __________________________________________________________ _____ (hereinafter referred to as Company which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors and permitted assignees) FTIL and the Company are hereinafter referred to in this NDA as a Party and collectively as the Parties. The Party Disclosing the Confidential Information shall in hereinafter referred to as Disclosing Party and the Party receiving the Confidential Information shall be referred to as Receiving Party In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: RECITALS: (A) Disclosing Party wishes to disclose certain confidential information to the Receiving Party for exploring possibilities of a potential transaction between the Parties. (B) In view of the foregoing, the Parties wishes to define their rights with respect to such confidential information and to protect the confidentiality and the proprietary features of such information. THE PARTIES AGREE as follows:

- Page 1 of 6 -

DEFINITIONS In this NDA:

1.1 "Group" means the group of companies composed of the referenced Party, its holding company or parent company (if any) and all subsidiary companies, affiliates of the referenced Party and of the referenced Partys holding company or parent company (if any) where holding company or parent company; and subsidiary company or affiliate shall have the meanings respectively attributed to them. 1.2 "Confidential Information" means any information or data disclosed (whether in writing, orally, or by any other means and whether directly or indirectly) the "Disclosing Party" to the "Receiving Party" without limitation, information relating to the Disclosing Party's products, services, customers, suppliers, processes, plans or intentions, know-how, design rights, trade secrets, market opportunities and/or business affairs. 1.3 "Purpose" means any discussions or negotiations between or within the Parties or their respective Group companies concerning or in connection with concepts / offerings. 1.4 "Representatives" means the directors, officers, employees and consultants of the Receiving Party and its Group Companies. 2 OBLIGATIONS/RESTRICTIONS

2.1 The Receiving Party shall:

- Page 2 of 6 -

2.1.1

Maintain the Disclosing Party's Confidential Information in strict confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the Receiving Party applies to its own confidential information. The Receiving Party warrants that such security measures provide adequate protection against unauthorised disclosure, copying or use; Ensure that disclosure of the Disclosing Party's Confidential Information is restricted to Representatives who are directly concerned with any work undertaken by the Receiving Party in connection with the Disclosing Party and have the need to know the same for the Purpose; Not make copies or reproductions of the Disclosing Party's Confidential Information except to the extent necessary for the Purpose; Not divulge the Disclosing Party's Confidential Information, in whole or part, to any third party and use its best endeavours to prevent the unauthorised publication or disclosure of the same; Use the Disclosing Party's Confidential Information only for the Purpose and make no commercial use of the same or any part thereof without the prior written consent of the Disclosing Party; Ensure that Representatives are aware of and comply with the restrictions as to confidentiality and nondisclosure contained in this NDA; Upon request by the Disclosing Party, immediately return or otherwise dispose of the Disclosing Party's Confidential Information, including all copies or reproductions of such information.

2.1.2

2.1.3

2.1.4

2.1.5

2.1.6

2.1.7

2.2 The restrictions imposed by Clause 2.1 shall not apply to the disclosure of any Confidential Information:

- Page 3 of 6 -

2.2.1

Which is now in, or hereafter comes into, the public domain without breach of this NDA by the Receiving Party; Which the Receiving Party can show either: (a) was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the Disclosing Party and was not previously acquired by the Receiving Party from the Disclosing Party under an obligation of confidence; or (b) to have been developed by or for the Receiving Party at any time independently of any information disclosed to it by the Disclosing Party; Which the Receiving Party obtains from a source other than the Disclosing Party without breach of this NDA by the Receiving Party and without any obligation of confidentiality or non-use towards the Disclosing Party; Which is hereafter disclosed by the Disclosing Party to a third party without restriction on disclosure or use; Which is disclosed by the Receiving Party pursuant to the requirement of any law or regulation to which the Receiving Party is subject; or Which is disclosed by the Receiving Party with the prior written approval of the Disclosing Party

2.2.2

2.2.3

2.2.4

2.2.5

2.2.6

2.3 The restrictions imposed by this Clause 2 shall continue in full force and effect, notwithstanding the completion of the Purpose. 3 BREACH OF CONFIDENTIALITY

3.1 The Receiving Party hereby indemnify and holds the Disclosing Party harmless from and against any direct loss, damages, costs and expenses which the Disclosing Party may sustain or incur as a result of any breach of confidentiality by the Receiving Party, its Group Companies, and/or their respective directors, officers, employees, agents or subcontractors.

- Page 4 of 6 -

3.2 The Receiving Party agrees that damages alone would not be an adequate remedy for any breach of this NDA and accordingly without prejudice to any other rights or remedies available, the Disclosing Party shall be entitled to seek injunctive or other equitable relief to prevent any breach or threatened breach of this NDA. 4 GENERAL

4.1 In no event shall the Receiving Party be deemed to have acquired any rights or interest in or to any of the Disclosing Party's Confidential Information. Such Confidential Information shall remain the sole and exclusive property of the Disclosing Party. 4.2 The disclosure of Confidential Information by the Disclosing Party shall not create an obligation on either Party to enter into any transaction. 4.3 The Disclosing Party does not warrant the accuracy or completeness of its Confidential Information and all implied warranties or representations in respect of such Confidential Information are hereby excluded except pursuant to representations and warrants that may be made to the Receiving Party in a definitive agreement for a possible transaction when as and if executed and be subject to the provisions thereof provided in a definitive agreement. 4.4 No failure or delay of either Party in exercising any right under this NDA shall be deemed a waiver of the right. No waiver of any default on any one occasion shall constitute a waiver of any subsequent default. No single or partial exercise of any right shall preclude the further or full exercise of it. 4.5 Save in respect of fraudulent misrepresentation by either Party, this NDA constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior agreements and understandings, whether oral or written. This
- Page 5 of 6 -

NDA may not be amended unless agreed in writing by authorised signatories of the Parties. 4.6 This NDA and the rights and obligations hereunder are personal to the Parties and may not be assigned or otherwise transferred, in whole or in part, without the prior written consent of both Parties. 4.7 Any notice to be made by either Party to the other shall be sufficiently made if sent by prepaid first class registered post or by facsimile or delivered by hand to the Party to be served at the address specified at the top of this NDA or such other address as may be notified in writing by one Party to the other. Except in the case of delivery by hand, and save for evidence to the contrary, the notice shall be deemed to have been made on the day on which such communication ought to have been delivered in due course of postal or facsimiled communication. 4.8 If any provision of this NDA or any part of such provision is held invalid or unenforceable, the remainder of this NDA will not be affected thereby and each remaining provision or part thereof will be valid and enforceable to the full extent permitted by law. 4.9 This NDA shall not prevent each Party from entering into a similar agreement with other parties including those in the similar business. Neither Party has any obligation under this agreement to disclose any Confidential Information. 4.10 Both Parties hereby agree not to disclose to any third party either or during any evaluation by the parties: (a) the existence or contents of this NDA; or (b) the status of any negotiations between the Parties. 4.11 Each Party shall bear its own expenses. 4.12 This NDA shall be governed in accordance with the laws of India and shall be subject to the exclusive jurisdiction of the courts in

- Page 6 of 6 -

Mumbai. If any dispute, differences and/or claim arising with respect to this NDA shall be, at the first instance be addressed through conciliation and in default of any resolution by conciliation, be submitted to arbitration presided by single arbitrator. The FTIL shall have sole right to appoint the Arbitrator. The Arbitration, if any, shall be held at Mumbai and the proceedings shall be conducted in English. The proceedings shall be governed by the Arbitration and Conciliation Act, 1996, as amended from time to time.

Signed for and on behalf of Financial Technologies (India) Limited

Signed for and on behalf of

Name Title Date

Name Title Date

- Page 7 of 6 -