CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (hereinafter called as “Agreement”) is made

and entered into as of the 11th day of June, 2014, by and between Ducon
Infratechnologies Ltd., having its office at Plot No. A/4, Road No. 1, MIDC, Wagle
Industrial Estate, Thane (West) 400 604 (“Ducon”) and, M/s GM MANUFACTURING
SERVICES Pvt. Ltd., having Office at F115/116, World of Mother, Jai Ganesh
Vision, Akurdi, Pune – 411035 (hereinafter called as “Company”).

WITNESSETH:

WHEREAS, Ducon is intending to enter into a contract with the Company,

under which Ducon will provide proprietary design information for Providing PTC
Creo License at Ducon House, Thane (hereinafter called as Project)

WHEREAS, Company may obtain, or Ducon may disclose, certain

information regarding the proposed contract or the Work there under which may
include trade secrets or other confidential or proprietary information of Ducon;

WHEREAS, Ducon is willing to release such information to Company only

with the understanding that the proprietary and confidential information and trade
secrets shall be kept confidential by Company.

NOW, THEREFORE, in consideration of the foregoing, and for other good

and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the undersigned Company, on behalf of its agents, employees and
affiliated entities, hereby agrees as follows:

1. Confidential Information. All information disclosed to Company either

prior to or after the date hereof, pertaining to Ducon, the proposed contract
between Ducon and Company or its terms or conditions, whether disclosed in
writing or otherwise, is and shall be proprietary and shall constitute
confidential information of Ducon (hereinafter “Confidential Information”).
Notwithstanding the foregoing, the parties agree that information shall not be
deemed to be Confidential Information and the parties shall have no
obligation with respect to any information which (i) was in the public domain at
the time it was disclosed; (ii) was known to the receiving party at the time of
disclosure, provided that the receiving party discloses such knowledge at the
time of receipt; (iii) was independently developed by the receiving party; or
(iv) becomes known to the receiving party, on a non-confidential basis, from a
source other than the other party hereto without a breach of this Agreement
by the receiving party.

2. Held in Confidence. Company shall hold all Confidential Information

in strict confidence, and such information shall be used by Company only as
necessary to perform the Work under its proposed contract with Ducon, and
shall not be used for any other purpose, and shall not be disclosed to any
third party except as may otherwise be provided herein.

3. Permitted Disclosure. Company may disclose Confidential

Information only to its employees or agents who have a need to know such
information in order to perform the Work pursuant to Company’s obligations to
Ducon. Company agrees to be responsible for ensuring that any party
receiving Confidential Information by or through Company shall comply with

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 the obligations set forth herein as if such party or parties were Company.
Company shall inform all of its employees or agents who receive such
Confidential Information of the contents of this Agreement and of the non-
public, confidential and proprietary nature of the Confidential Information so
disclosed.

4. Return of Confidential Information. Company agrees that, upon

demand, it will promptly return to Ducon the originals and all copies of all
writings containing any Confidential Information, including written summaries
of any oral or other non-written disclosures of Confidential Information. To the
extent requested by Ducon, Company shall destroy all copies of Confidential
Information and provide to Ducon and officer’s affidavit as to the destruction
of such written materials. All Confidential Information shall also be entitled to
all of the protections and benefits under applicable law. If any information
disclosed to Company which Ducon deems to be a trade secret is found by a
court of competent jurisdiction not to be a trade secret for purposes herein,
such information shall nonetheless be considered as proprietary or otherwise
Confidential Information for purposes of this Agreement. In addition to the
foregoing, Company agrees that it will treat all Confidential Information
received with at least the same degree of care as Company uses in securing
the confidentiality of its own proprietary information and trade secrets if it has
reasonably appropriate procedures for the protection of same, and if not,
Company agrees to appropriately limit and protect the Confidential
Information from disclosure which is not permitted hereunder.

5. Remedies. The parties acknowledge that Company’s disclosure or

misuse of Confidential Information prohibited hereunder shall give rise to
remedies at law and in equity, including actions for damages or injunctive
relief. The parties further acknowledge that the amount of such damages
may be difficult to ascertain, and thus the terms of this Agreement may be
specifically enforced by injunctive relief, it being agreed that the damages
sustained by the disclosure or misuse of Confidential Information or any other
breach of this Agreement would be immediate, irreparable and continuous,
and a mere recovery of damages at law would be inadequate.
Notwithstanding the foregoing, nothing herein shall be construed to preclude
the recovery of all remedies at law. Company promises to pay all reasonable
costs and attorneys’ fees incurred by Ducon in order to enforce its rights
under this Agreement, regardless of whether or not litigation is actually
commenced, provided that Ducon had reasonable cause to believe that a
breach of this Agreement by Company either occurred or was imminent.

6. No Liability. Nothing contained in this Agreement shall be interpreted

to require Ducon to enter into a contract with or request Work from Company,
now or in the future. However, if such contracts are entered into between the
parties, then it is intended that this Agreement shall apply to disclosures of
Confidential Information pursuant to such contracts, or otherwise made to
Company as a result, directly or indirectly, of such contracts, to the extent not
specifically superseded therein by specific reference to this Agreement, or to
the extent not inconsistent with the provisions of such contracts. Nothing
contained herein shall require the existence or enforceability by any party of
any contract for this Agreement to be enforceable, it being intended that this
Agreement is a separate, enforceable agreement.

7. Expenses. Each party hereto agrees to bear its own costs and
expenses incurred by it in complying with this Agreement, except as
otherwise agreed to herein.

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8. Disclosure by Process of Law. Notwithstanding anything contained
herein to the contrary, in the event Company, or any of its employees or
agents who have received Confidential Information, is required to disclose
any or all Confidential Information (by verbal questions, interrogatories,
requests for information or documents, subpoena, civil investigative demand
or similar process) pursuant to valid legal process by the requesting party,
then Company agrees: (a) to provide Ducon with prompt notice of such
request(s) or requirement(s) so that Ducon may seek an appropriate
protective order or waive compliance with the provisions of this Agreement;
(b) that Company will consult with and cooperate with Ducon concerning any
attempt that may be made to resist or narrow the request(s) or to obtain an
order or other reliable assurance that confidential treatment will be accorded
all or portions of such information; and (c) that any response will assert the
requirements of this Agreement. It is further agreed that if in the absence of a
protective order or receipt of a waiver under this Agreement, and in the
reasonable opinion of Company’s legal counsel, Company is compelled to
disclose the Confidential Information to any tribunal or risk being liable for
contempt or suffer censure or penalty, then after giving notice to Ducon
required by this paragraph, it or its representative may disclose only such
information as required to such tribunal without liability under this Agreement,
and it shall disclose and give notice of the requirements of this Agreement
pursuant to such disclosure.

9. Notice. Any notices required or permitted under this Agreement

including address changes, shall be in writing and shall be made by
delivering, by overnight courier or by mailing registered or certified mail,
return receipt requested, postage prepaid, to the other party at the address
shown herein for that party, or at such different address for that party, notice
of which has been properly given hereunder, or by personally delivering such
notice to the other party. The notice, if mailed as provided herein shall be
deemed given on the third day after the date of mailing , or if personally
delivered, on the date of delivery, or if by overnight courier, on the day the
delivery is made to the recipient, as follows:

If to Ducon: Ducon Technologies (I) Pvt. Ltd.

Plot No.A/4, Road No. 1,
Behind Aplab Company, MIDC,
Wagle Industrial Estate,
Thane West 400 604.
Contact person : Mr. Harish Shetty
GM-Finance, HR & Admin

If to Company: GM Manufacturing Services Pvt. Ltd.

F-115/116, World of Mother,
Jai Ganesh Vision,
Akurdi, Pune – 411035.

Contact person : Mr. Akshay Rathod

Manager - Sales.

10. Counterparts. This Agreement may be executed simultaneously in

two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

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11. Headings. The headings contained in this Agreement are for
reference purposes only and shall not be considered terms of this Agreement.

12. Miscellaneous. Every provision of this Agreement is intended to be

severable. If any term or provision thereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the remainder of such
term or provision or the remainder of this Agreement. The parties hereto
acknowledge and agree that in the event any term or provision herein is
determined to be unenforceable as written, but could be enforced if limited,
then such provision shall be enforced to the fullest extent permitted by law.
This Agreement is intended to and shall insure the benefit of and may be
enforced by each party’s respective successors and permitted assigns. This
Agreement may be assigned by Ducon, or by Company, but as to Company,
only after obtaining written permission from Ducon. This Agreement shall be
governed by the laws of the State of Maharashtra, under Mumbai
Jurisdiction, and interpreted in accordance therewith. This Agreement is the
entire agreement between the parties hereto regarding the subject matter
hereof, and it may not be changed or modified except in writing signed by
both parties.
13. Either party will refrain from using the services of each other’s
employees, directly or indirectly, for the period of 2 years from the resignation
date of employee”

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to

be executed by their duly authorized officers as of the date set forth above.

DUCON INFRATECHNOLOGIES. LTD. GM MANUFACTURING

SERVICES PVT. LTD

By: By:
Title: Title:

Signature_________________ Signature:_____________________

Date:________________________ Date: _______________________

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