CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (“Agreement”) is made at __________ on

this _____________ (“Effective Date”) by and between

1. GEOJIT FINANCIAL SERVICES LTD, a company registered under the Companies Act,
1956 having its Registered Office at Geojit Financial Services
Ltd,_____________________________________ hereinafter referred to as “Geojit Financial
Services Ltd”, “Geojit Financial Services Ltd”.

AND

2. HEPTAGON TECHNOLOGIES PRIVATE LIMITED, a company registered under the

Companies Act, 1956 having its registered office at No.5 Indra Nagar, Nehru Nagar West,
Kalapatti Road,Coimbatore - 641 035 hereinafter referred to as “Supplier” / “Vendor” /
“Service Provider”.

WHEREAS

A. Geojit Financial Services Ltd has engaged SUPPLIER for the purpose of Visitor
Management Solution - ARA , hereinafter referred to as “Business Purpose”.

B. In furtherance to the above SUPPLIER acknowledges that Geojit Financial Services Ltd
may disclose to SUPPLIER certain Confidential Information

C. SUPPLIER agrees that all and any Confidential Information of Geojit Financial Services
Ltd shall be kept secret and confidential by SUPPLIER in accordance with the terms of this
Agreement.

1. Disclosure of Confidential Information

Geojit Financial Services Ltd may disclose to SUPPLIER either orally or in any recorded
medium, information comprising or relating to its: techniques; schematics; designs; contracts;
financial information; sales and marketing plans; business plans; clients; client data; business
affairs; operations; strategies; inventions; methodologies; technologies; employees;
subcontractors; pricing; service proposals; methods of operations; procedures; products and/or
services ("Confidential Information”). Confidential Information shall include all nonpublic
information furnished, disclosed or transmitted regardless of form that is marked or otherwise
identified in writing by Geojit Financial Services Ltd as confidential or proprietary.

2. Confidentiality

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SUPPLIER will use the Confidential Information solely in furtherance of the actual or potential
business relationship between the parties. Except as permitted hereunder, SUPPLIER shall not
use the Confidential Information in any way that is directly or indirectly detrimental to Geojit
Financial Services Ltd or its subsidiaries or affiliates, and shall not disclose the Confidential
Information to any unauthorized third party. SUPPLIER shall ensure that access to Confidential
Information is granted only to those of its employees or agents (“Representatives”) who need
to know such information in order to carry out the Business Purpose of this Agreement. Prior to
disclosing any Confidential Information to such Representatives, SUPPLIER shall inform them of
the confidential nature of the information and shall obtain their agreement in writing to be
bound by the terms of this Agreement and not disclose the Confidential Information. SUPPLIER
and its Representatives will take all reasonable measures to maintain the confidentiality of the
Confidential Information, but in no event less than the measures it uses for its own information
of similar type. SUPPLIER and its Representatives shall not disclose to any person including,
without limitation, any corporation, sovereign, partnership, limited liability company, entity or
individual (i) the fact that any investigations, discussions or negotiations are taking place
concerning the actual or potential business relationship between the parties, (ii) that it has
requested or received Confidential Information from Geojit Financial Services Ltd, (iii) any
Confidential Information or (iv) any of the terms, conditions or any other fact about the actual
or potential business relationship. SUPPLIER and its Representatives shall immediately notify
Geojit Financial Services Ltd of any use or disclosure of the Confidential Information that is
not authorized by this Agreement. SUPPLIER shall treat any such breach in Confidentiality,
Integrity or Availability of data as security incident and report the same as quickly as possible
through the appropriate management channel. SUPPLIER shall also assist Geojit Financial
Services Ltd in remedying any such unauthorized use or disclosure of the Confidential
Information.

The obligations contained in this Section 2 will not apply to the Confidential Information: (a)
was part of the public domain at the time of disclosure or became part of the public domain, by
publication or otherwise; (b) was rightfully acquired by SUPPLIER prior to disclosure by Geojit
Financial Services Ltd; (c) SUPPLIER can demonstrate that the Confidential Information was
independently developed by SUPPLIER or its Representatives without reference to the
Confidential Information; or (d) is required to be disclosed by a government agency or by a
proper court of competent jurisdiction; provided, however, that SUPPLIER and its
Representatives shall provide Geojit Financial Services Ltd prompt prior written notice of
such requirement and wherever reasonably possible, shall consult with and assist Geojit
Financial Services Ltd at Geojit Financial Services Ltd’s cost in obtaining a protective
order prior to such disclosure, and shall only disclose the portion of Confidential Information
which it has been advised by written opinion of counsel is legally required to be disclosed

3. Ownership of Materials/No Warranty

Geojit Financial Services Ltd retains all rights, title and interest to its Confidential
Information. No license under any trademark, patent or copyright, or application for same
which are now or thereafter may be obtained by Geojit Financial Services Ltd is either
granted or implied by the disclosure of Confidential Information. Confidential Information is
provided “as is” with all faults. In no event shall Geojit Financial Services Ltd be liable for
the accuracy or completeness of the Confidential Information.

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4. Term

This Agreement shall terminate five (5) years from the Effective Date, unless terminated by
either party by giving 30 days written notice. SUPPLIER’s obligations with respect to
Confidentiality shall survive expiration of this Agreement.

5. Return of Confidential Information

Upon completion of the business relationship between the parties or if Geojit Financial
Services Ltd so requests, SUPPLIER and its Representatives shall promptly return to Geojit
Financial Services Ltd all copies of Confidential Information in its possession including,
without limitation, all copies of any analyses, compilations, studies or other documents prepared
by SUPPLIER or its Representatives containing or reflecting any Confidential Information.
SUPPLIER shall certify in writing that it and its Representatives have returned all such
information to Geojit Financial Services Ltd.

6. General

a) This Agreement shall be governed by and construed in accordance with the laws of
India without regard to its conflicts of law provisions.

b) Neither party shall assign any of its rights or obligations under this Agreement without
the prior written consent of the other party. Parties may assign this Agreement to any
entity that succeeds to all or substantially all of its business or assets or stock, whether
by sale, merger, reorganization, consolidation or otherwise. This Agreement shall be
binding upon and inure to the benefit of Parties, its successors and assigns.

c) This Agreement may be amended or supplemented only by a writing that is signed by

duly authorized representatives of both parties.

d) No term or provision hereof will be considered waived by either party, and no breach
excused by it, unless such waiver or consent is in writing signed an authorized
representative of the party. No consent to, or waiver of, a breach by either party,
whether express or implied, will constitute a consent to, waiver of, or excuse of any
other, different, or subsequent breach by either party.

e) If any part of this Agreement is found invalid or unenforceable, that part will be
amended to achieve as nearly as possible the same economic and legal effect as the
original provision and the remainder of this Agreement will remain in full force.

f) This Agreement constitutes the entire agreement between the parties relating to this
subject matter and supersedes all prior or simultaneous representations, discussions,
negotiations, and agreements, whether written or oral.

g) SUPPLIER shall indemnify and keep Geojit Financial Services Ltd Indemnified from
and against any loss, damages, claims, suits etc.

h) Nothing in this Agreement shall obligate either Party to consummate any transaction
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 discussed as a result hereof.

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

Geojit Financial Services Ltd

HEPTAGON TECHNOLOGIES PRIVATE
LIMITED

By: By:

Name: Name: Rajesh Sankarappan

Title: Title: Director

Date: Date: 28 - MAY - 2018

Witness: Witness: Karthikeyan J

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