CONFIDENTIALITY AGREEMENT

This Agreement is made and entered into, as of ___________(Effective Date), by and between
ABC Cor !ystems "ndia #rivate $imited having a rincia% %ace of b&siness at 'ADD(E!!) and
________________, an individ&a%, having a rincia% %ace of b&siness at
______________________________________ ((eciient)*
+* Definition of Confidentia% "nformation* Confidentia% "nformation means (a) any
technica% and non,technica% information re%ated to the Comany-s b&siness and c&rrent, f&t&re and
roosed rod&cts and services of Comany, inc%&ding for e.am%e and witho&t %imitation,
information concerning research, deve%oment, design detai%s and secifications, financia%
information, roc&rement re/&irements, engineering and man&fact&ring information, c&stomer
%ists, b&siness forecasts, sa%es information, mar0eting %ans and b&siness %ans and (b) any
information that may be made 0nown to (eciient and which Comany has received from others
that Comany is ob%igated to treat as confidentia% or rorietary, whether or not mar0ed as
confidentia%*
1* 2ondisc%os&re and 2on&se 3b%igations* (eciient wi%% not &se, disseminate or in any
way disc%ose any Confidentia% "nformation to any erson, firm or b&siness, e.cet to the e.tent
necessary for the &rose described be%ow the signat&res to this Agreement (the #&rose)*
4&rthermore, (eciient may not disc%ose the e.istence of any negotiations, disc&ssions or
cons&%tations in rogress between the arties to any form of &b%ic media witho&t the rior
written arova% of Comany* (eciient sha%% treat a%% Confidentia% "nformation with the same
degree of care as (eciient accords to (eciient-s own confidentia% information, b&t not %ess
reasonab%e care* (eciient sha%% disc%ose Confidentia% "nformation on%y to those of its em%oyees
who have a need to 0now s&ch information to assist (eciient with resect to the #&rose*
(eciient certifies that each s&ch em%oyee wi%% have agreed, either as a condition of em%oyment
or in order to obtain the Confidentia% "nformation, to be bo&nd by terms and conditions
s&bstantia%%y simi%ar to those terms and conditions a%icab%e to (eciient &nder this Agreement*
(eciient sha%% immediate%y give notice to Comany of any &na&thori5ed &se or disc%os&re of the
Confidentia% "nformation* (eciient sha%% assist Comany in remedying any s&ch &na&thori5ed
&se or disc%os&re of the Confidentia% "nformation*
6* E.c%&sions from 2ondisc%os&re and 2on&se 3b%igations* (eciient-s ob%igations &nder
!ection 1 (2ondisc%os&re and 2on&se 3b%igations) sha%% not a%y to any Confidentia%
"nformation that (eciient can doc&ment (a) was in the &b%ic domain at or s&bse/&ent to the
time s&ch Confidentia% "nformation was comm&nicated to (eciient by Comany thro&gh no
fa&%t of (eciient7 (b) was rightf&%%y in (eciient-s ossession free of any ob%igation of
confidence at or s&bse/&ent to the time s&ch Confidentia% "nformation was comm&nicated to
(eciient by Comany7 or (c) was deve%oed by em%oyees, contractors or agents of (eciient
indeendent%y of and witho&t reference to any Confidentia% "nformation* A disc%os&re of any
Confidentia% "nformation (a) in resonse to a va%id order by a co&rt or other governmenta% body or
(b) as otherwise re/&ired by %aw sha%% not be considered to be a breach of this Agreement or a
waiver of confidentia%ity for other &roses7 rovided, however, that (eciient sha%% rovide
romt rior written notice thereof to Comany to enab%e Comany to see0 a rotective order or
otherwise revent s&ch disc%os&re*
8* 3wnershi and (et&rn of Confidentia% "nformation and 3ther 9ateria%s* A%% Confidentia%
"nformation, and any Derivatives (defined be%ow) thereof, whether created by Comany or
(eciient, sha%% be the roerty of Comany and no %icense or other rights to Confidentia%
"nformation or Derivatives is granted or im%ied hereby* 4or &roses of this Agreement,
Derivatives sha%% mean: (a) for coyrightab%e or coyrighted materia%, any trans%ation,
abridgment, revision or other form in which an e.isting wor0 may be recast, transformed or
adated7 (b) for atentab%e or atented materia%, any imrovement thereon7 and (c) for materia%
rotected by trade secret, any new materia% derived from s&ch e.isting trade secret materia%,
inc%&ding new materia% that may be rotected &nder coyright, atent and;or trade secret %aws*
(eciient hereby does and wi%% assign to Comany a%% of (eciient-s rights, tit%e in interest and
interest in and to the Derivatives* A%% materia%s (inc%&ding, witho&t %imitation, doc&ments,
drawings, aers, dis0ettes, taes, mode%s, aarat&s, s0etches, designs and %ists) that Comany
f&rnishes to (eciient (whether or not they contain or disc%ose Confidentia% "nformation) are the
roerty of Comany* <ithin five (=) days after any re/&est by Comany, (eciient sha%% destroy
or de%iver to Comany, at Comany-s otion, (a) a%% s&ch Comany,f&rnished materia%s and
(b) a%% materia%s in (eciient-s ossession or contro% (even if not Comany,f&rnished) that contain
or disc%ose any Confidentia% "nformation* (eciient wi%% rovide Comany a written certification
of (eciient-s com%iance with (eciient-s ob%igations &nder this !ection*
=* 2o <arranty* A%% Confidentia% "nformation is rovided A! "! and witho&t any
warranty, e.ress, im%ied or otherwise, regarding s&ch Confidentia% "nformation-s acc&racy or
erformance*
>* 2o E.ort* (eciient wi%% obtain any %icenses or arova%s the ?*!* government or any
agency thereof re/&ires rior to e.orting, direct%y or indirect%y, any technica% data ac/&ired from
Comany &rs&ant to this Agreement or any rod&ct &ti%i5ing any s&ch data*
@* Term* This Agreement sha%% govern a%% comm&nications from Comany to (eciient that
are made from the Effective Date to the date on which either arty receives from the other arty
written notice that s&bse/&ent comm&nications sha%% not be so governed7 rovided, however, that
(eciient-s ob%igations &nder !ection 1 (2ondisc%os&re and 2on&se 3b%igations) sha%% contin&e in
eret&ity with resect to Confidentia% "nformation of Comany that (eciient has revio&s%y
received &n%ess s&ch ob%igations no %onger a%y &rs&ant to !ection 6 (E.c%&sions from
2ondisc%os&re and 2on&se 3b%igations)*
A* 2o Assignment* (eciient sha%% not assign or transfer any rights or ob%igations &nder this
Agreement witho&t the rior written consent of Comany*
B* "nC&nctive (e%ief* A breach of this Agreement wi%% ca&se irrearab%e and contin&ing
damage to Comany for which money damages are ins&fficient, and Comany sha%% be entit%ed to
inC&nctive re%ief and;or a decree for secific erformance, and s&ch other re%ief as may be roer
(inc%&ding money damages if aroriate)*
+D* 2otices* Any notice re/&ired or ermitted by this Agreement sha%% be in writing and sha%%
be de%ivered as fo%%ows, with notice deemed given as indicated: (a) by ersona% de%ivery, when
act&a%%y de%ivered7 (b) by overnight co&rier, &on written verification of receit7 (c) by facsimi%e
transmission, &on ac0now%edgment of receit of e%ectronic transmission7 or (d) by certified or
registered mai%, ret&rn receit re/&ested, &on verification of receit* 2otice sha%% be sent to the
addresses set forth above or to s&ch other address as either arty may rovide in writing*
++* Eoverning $aw7 4or&m7 $ega% 4ees* This Agreement sha%% be governed in a%% resects by
the %aws of "ndia , as s&ch %aws are a%ied to agreements entered into and to be erformed
entire%y within "ndia between "ndian residents* Each of the arties irrevocab%y consents to the
e.c%&sive ersona% C&risdiction of the co&rts %ocated in Banga%ore, as a%icab%e, for any matter
arising o&t of or re%ating to this Agreement, e.cet that in actions see0ing to enforce any order or
any C&dgment of s&ch co&rts %ocated in Banga%ore, s&ch ersona% C&risdiction sha%% be
none.c%&sive* Additiona%%y, notwithstanding anything in the foregoing to the contrary, a c%aim for
e/&itab%e re%ief arising o&t of or re%ated to this Agreement may be bro&ght in any co&rt of
cometent C&risdiction* "f a roceeding is commenced to reso%ve any dis&te that arises between
the arties with resect to the matters covered by this Agreement, the revai%ing arty in s&ch
roceeding sha%% be entit%ed to receive its reasonab%e attorneys- fees, e.ert witness fees and
o&t,of,oc0et costs inc&rred in connection with s&ch roceeding, in addition to any other re%ief to
which s&ch revai%ing arty may be entit%ed*
+1* !everabi%ity* "f a co&rt of %aw ho%ds any rovision of this Agreement to be i%%ega%, inva%id
or &nenforceab%e, (a) that rovision sha%% be deemed amended to achieve an economic effect that
is as near as ossib%e to that rovided by the origina% rovision and (b) the %ega%ity, va%idity and
enforceabi%ity of the remaining rovisions of this Agreement sha%% not be affected*
+6* <aiver7 9odification* "f Comany waives any term, rovision or (eciient-s breach of
this Agreement, s&ch waiver sha%% not be effective &n%ess it is in writing and signed by Comany*
2o waiver sha%% constit&te a waiver of any other or s&bse/&ent breach by (eciient* This
Agreement may be modified on%y if a&thori5ed reresentatives of both arties consent in writing*
+8* Entire Agreement* This Agreement constit&tes the entire agreement with resect to the
Confidentia% "nformation disc%osed here&nder and s&ersedes a%% rior or contemoraneo&s
agreements concerning s&ch Confidentia% "nformation, written or ora%*
"2 <"T2E!! <FE(E34, the arties have e.ec&ted this Agreement as of the Effective Date*
Comany
ABC Cor* #vt* $td*
By:
2ame:
Tit%e: 9anger
(eciient
G(EC"#"E2T 2A9EH
By:
2ame:
Tit%e:
#&rose: