Annexure I

CONFIDENTIALITY AGREEMENT
THIS AGREEMENT is effective on the effective date of this Agreement.
Between
ATOS INDIA PRIVATE LIMITED having its registered office at Godrej & Boyce Complex, Plant 5, Gate
No.2, , Pirojshanagar, Vikhroli (West), Mumbai - 400079, India including its subsidiaries, affiliates and
assigns (Hereinafter referred to as Disclosing Party/ Atos) of the one part;
And
Contractor, as defined in the Agreement (hereinafter referred to as Receiving Party of the other part.
WHEREAS ATOS and the Company intend to disclose certain information to each other pursuant to providing
services pursuant to Annexure I ("Project").
AND WHEREAS such disclosure of information may include the disclosure by Disclosing Party to the
Receiving Party of information which is of a confidential and proprietary nature, and which is of value to the
Disclosing Party and/or its client(s).
NOW THEREFORE IT IS AGREED AS FOLLOWS: 1.

For the purposes of this Agreement:

Confidential Information shall be deemed to be all information whether delivered to or obtained by
the Receiving Party in oral, written or any other form or which in the normal course of business would
be considered to be of a confidential nature, which is of a technical, commercial, legal or financial
nature pertaining to the Project or business or operations of the Disclosing Party, its clients and other
persons with whom the Disclosing Party has financial and legal or commercial dealings. Confidential
Information may include, without limitation, tools, computer programs, codes, specifications, systems,
know-how, processes, ideas, inventions (whether or not patentable), other technical, business and
financial information and all information concerning current, future or proposed products or services,
client or customer lists and printouts, marketing or sales plans and any and all other information or
materials relating to the business and operations of the Disclosing Party.

2.

The Receiving Party agrees and covenants to receive and hold all Confidential Information acquired
from the Disclosing Party in strict confidence. The Disclosing Party will provide all Confidential
Information on an "as is" basis, without any warranty whatsoever, whether express, implied or
otherwise, regarding its accuracy, completeness or otherwise, and neither party shall be liable for any
indirect, special, incidental, consequential or other damages in connection therewith.

3.

The Receiving Party shall not disclose, disseminate, duplicate or use nor publicize the Confidential
Information obtained from the Disclosing Party, in whole or in part, for any purposes other than for the
Project. The Receiving Party agrees that, subject to clause 4 herein, it will not disclose any such
Confidential Information to any third party (except to its Affiliated Companies who need to know in
order to fulfil the objective of the Project), commercially exploit in any manner whatsoever, or use the
same for its exclusive benefit or for the exclusive benefit of any third party without the express written
consent of the Disclosing Party, which consent shall not be unreasonably withheld. Affiliated
Companies" means in relation to either party, its holding companies, the companies which it directly or
indirectly owns or over which it exercises controlling interest in any manner and companies with which
it shares common control under, whether directly or indirectly. At the request of Disclosing Party, the
Receiving Party, its employees or its authorized representatives, prior to making such disclosure shall
obtain from such third party an executed confidentiality agreement in the form approved by Disclosing
Party.

4.

The Receiving Party shall ensure that their affiliates, employees, duly authorized sub-contractors
and/or agents shall only be given access to the Confidential Information on a need to know basis
pursuant to and in furtherance of the Project, and shall have been made aware of the requirements of
confidentiality set out herein. Disclosing Party may at any time require the Receiving Party to verify
compliance with this provision.

5.

The provisions of this Agreement shall not prevent the Receiving Party from disclosing any
information where it can demonstrate and document that such information:5.1

was in its possession (with full right to disclose) prior to receiving it from the Disclosing
Party; or

5.2

is or subsequently comes into the public domain other than by breach of its obligations
hereunder; or

5.3

is independently developed or lawfully received by it from a third party without restriction on

disclosure or use; or

5.4

is disclosed by the Receiving Party to satisfy any applicable laws including but not limited to
a legal demand or order by a competent court of law or governmental body, or the rules or
requirements of any regulatory authority by whose rules the Receiving Party is bound,
provided however that in these circumstances the Receiving Party shall insofar as it is able to
advise the Disclosing Party prior to the disclosure so that the Disclosing Party has an
opportunity to defend, limit or protect against the production or disclosure, and provided
further that the Receiving Party will disclose only that portion of the Confidential Information
which is required by law or regulation to be disclosed and the Receiving Party will exercise
all reasonable efforts to obtain a protective order or other reliable assurance that confidential
treatment will be accorded to any Confidential Information required to be disclosed.

6.

Without prejudice to the other rights of the Disclosing Party, in the event of an unauthorized disclosure
or use of Confidential Information occurring through a disclosure made to the Receiving Party, the
Receiving Party shall use all reasonable endeavors to assist the Disclosing Party in recovering and
preventing the use, dissemination, sale or other disposal of such Confidential Information.

7.

The provisions of this Agreement are necessary for the protection of the business and goodwill of the
Disclosing Party and are considered by the parties to be reasonable for such purposes. The Receiving
Party acknowledges that the Confidential Information is valuable to the Disclosing Party and that any
unauthorized disclosure thereof may cause irreparable damage to the Disclosing Party. The Receiving
Party therefore agrees that money damages alone would not be sufficient remedy for any breach of this
Agreement and that upon any actual or threatened violation or breach of the obligations contained
herein, the Disclosing Party shall be entitled, in addition to any other rights or remedies available to it
at law or equity, to specific performance or injunctive relief.

8.

The furnishing of Confidential Information hereunder by the Disclosing Party to the Receiving Party
shall not constitute or be construed as a grant of any express or implied license or other right in respect
of any copyright or other intellectual property right.

9.

The property in all Confidential Information disclosed pursuant to this Agreement shall, subject to any
right of any other owner, remain with the Disclosing Party.

10.

This Agreement becomes effective on the date of this agreement and the obligations of confidentiality
contained in this Agreement shall survive expiry or termination of the Project and shall continue for
five (5) years from the date of disclosure.

11.

This Agreement shall be governed by the laws of India and subject to the non-exclusive jurisdiction of
the courts of Mumbai, India without giving effect to its conflict of laws provisions. Prior to referring
any dispute claim or disagreement to the courts as aforesaid, the parties shall cause their senior

executives to negotiate in good faith to resolve any such dispute, claim or disagreement in not less than
three (3) meetings to be conducted over a period of at least (60) days.
12.

Upon expiration or termination of this Agreement, or upon cessation of the Project, or within ten (10)
days of receipt of the Disclosing Partys written request, at the Disclosing Partys discretion, the
Disclosing Party may require the Receiving Party to return or destroy or erase all Confidential
Information, tangible or intangible to the Disclosing Party along with all copies and portions thereof. If
the Disclosing Party opts to have the materials and documents destroyed by the Recipient, the
Recipient will supply a certificate, signed by a duly authorized representative, certifying that all of the
materials or documents were destroyed. This clause shall be without prejudice to the obligations of
confidentiality of clause 10 above.

13.

This Agreement may not be modified, changed or discharged, in whole or in part, except by an
agreement in writing signed by both parties.

14.

ATOS India may assign this Agreement to any Affiliate or to a successor-in-interest in the event of a
change in control, a merger or consolidation to which Atos India is a party or a sale of all or
substantially all of the assets of Atos India on notice to the Company.

IN WITNESS WHEREOF duly authorised executives on behalf of the parties have set their hands on the day
and year first above written.
SIGNED for and on behalf of
ATOS INDIA PRIVATE LIMITED:

SIGNED for and on behalf of

Contractor

__________________________________

____Katti
Information
Solutions______________________________

Name: Arvind Mathur

Designation: Vice President Procurement IMEA
By executing this agreement the signatory warrants
that the signatory is duly authorised to execute this
agreement on behalf of ATOS INDIA PRIVATE
LIMITED

Name: Katti Narahari

Designation: CEO
By executing this agreement the signatory warrants that
the signatory is duly authorized to execute this agreement
on behalf --------------------------------------------