CONFIDENTIALITY AGREEMENT

This Agreement is made at Libra Industries on this 28/02/2019 and entered into
between:

Tata AutoComp Systems Limited, a company incorporated under the Companies

Act, 1956 and having its registered office at TACO House, Damle Path, Off law College
Road, Pune 411 004,India hereinafter referred to as “Disclosing Party”, which
expression shall, unless it be repugnant to the subject or context thereof, include its
successors and assigns)

AND
MS Libra Industries a Company incorporated under the Companies Proprietary (MSME)
and having its registered office at Ahmedabad (Gujarat) hereinafter referred to
as“Receiving Party”, which expression shall, unless it be repugnant to the subject or
context thereof, include its successors and assigns)

(Disclosing Partyand Receiving Partyare hereinafter individually referred to as “Party”

and collectively as “Parties”).

WHEREAS:

A) The Parties intend to have collaboration in the area of Battery Accessories

Services &Supply.____.In this connection and for this purpose it might become
necessary for the Parties to disclose Confidential Information (as defined below),
during their negotiations; and

B) The Parties wish to ensure that any Confidential Information disclosed by a Party
to the other remains confidential and is disclosed by the Disclosing Party to the
Receiving Party on the terms and conditions set out below.

Accordingly, the Parties have entered into this Agreement subject to the terms
and conditions given below:

1. INTERPRETATIONS AND DEFINITIONS:

In this confidential agreement, the words and phrases below shall have the following
meanings:

“Agreement” means this confidentiality agreement together with any amendments as

may be agreed by the Parties and attached to it from time to time;

“Confidential Information” means all information (whether or not specifically labelled

or identified as confidential), in any form or medium, (whether tangible or intangible) as
well as any information developed or derived therefrom,whether transmitted in writing,
on disk, by electronic means or orally, that is disclosed to or learned by a Receiving
Party) that relates to the Disclosing Purpose and business, products, intellectual
property rights, research or development or any other related information of the
Disclosing Party. Any information transmitted orally shall be reduced in writing within 7
days of such disclosure. Without limitation, Confidential Information includes:
 (i) internal business information including, without limitation, information relating
to strategic staffing plans and practices, business, marketing and sales plans,
training practices, cost, rate and pricing structures and/or account methods;

(ii) specific contractual arrangements with, and information, about the Disclosing
Party’s suppliers, distributors and customers and customer lists;

(iii) compilations of data (including without limitation, the form or format of

information that may include information otherwise not deemed confidential)
and analyses, processes, techniques, systems, formulae, documentation,
models, data and databases relating thereto;

(iv) trade secrets, ideas, inventions, designs,developments, devices, methods,

processes and system (whether or not patented or patentable or able to be
protected by copyright and whether or not reduced to practice or fixed in a
tangible medium) and any copyrighted material;

(v) any information which the Receiving Party knows or ought to know is
regarded by the Disclosing Party as the Disclosing Party’s Confidential
Information, and/or

(vi) any information which is identified as confidential by the Disclosing Party

including, without limitation, this Agreement as well asany information derived
from observations or from conversations, visits and inspections of the
business facilities, products or documents of the Disclosing Party.

“Disclosing Purpose” means the discussions, feasibility studies and subsequent

evaluations by the Parties to evaluate potential business opportunities etc. in respect of
Battery Accessories Services & Supply.

2. OBLIGATIONS OF THE RECEIVING PARTY:

The Receiving Party hereby undertakes:

(i) to treat and safeguard the Confidential Information as private and

confidential;

(ii) not to use any Confidential Information for any purposes whatsoever other
than the Disclosing Purpose;

(iii) not to disclose, divulge or publish the Disclosing Party’s Confidential

Information except as permitted under clause 3 below;

(iv) not to copy, adapt, or otherwise reproduce, the Confidential Information

including by not limited to, reducing the Confidential Information to any
electronic form or storing it in a database or other electronic media (save as
strictly necessary for the Disclosing Purpose);

(v) to ensure proper and secure storage of all Confidential Information and
exercise no lesser security measures and degree of care than those which it
applies to its own Confidential Information and which it warrants as providing
adequate protection against any unauthorized disclosure, copying or use;
 (vi) keep all documents and other material containing, reflecting, or which are
generated from any of the Confidential Information (a) separate from all other
documents and materials; b) at the usual place of business of the Receiving
Party in accordance with sub clause (v);

(vii) not use any Confidential Information at any time so as to procure any
commercial advantage over the Disclosing Party or entice customers or
suppliers away from the Disclosing Party, or for any other competitive or
commercial purpose;

(viii) not use any Confidential Information in any manner detrimental to the
Disclosing Party nor permit or assist a third party to make use of the
Confidential Information for any purpose;

(ix) not disclose or reveal to any other person either the fact that discussions or
negotiations are taking or have taken place between the Receiving Party and
the Disclosing Party, or the content of any such discussions or other facts
relating to the Disclosing Purpose; and

(x) to procure that its officers, employees, agents, consultants, advisors as also
officers, employees, agents, consultants, advisors of its divisions, affiliates
and subsidiaries strictly observe the terms of this Agreement and the
Receiving Party shall be responsible for any breach of this Agreement by
such person or entity.

3. PERMITTED DISCLOSURE OF CONFIDENTIAL INFORMATION:

The Receiving Party may disclose Confidential Information of the Disclosing Party in the
following circumstances:

(i) with the prior written consent of the Disclosing Party;

(ii) to its employees, professional advisors, authorised representatives to the

extent that disclosure is necessary for the Disclosing Purpose. The Receiving
Party undertakes to monitor the use of the Confidential Information by such
employees, professional advisors, authorised representatives and Receiving
Party shall continue to liable for any breach of confidential obligations by
employees, professional advisors, authorised representatives;

(iii) where Confidential Information is obliged to be produced under order of a

court or governmental agency of competent jurisdiction provided that in the
latter circumstances, the Receiving Party shall:
(a) provide the Disclosing Party with prompt written notice of the legal
compulsion and cooperate with the Disclosing Party in any attempt to
gain protective order; and

(b) will disclose only that portion of the Confidential Information which it is
legally required to disclose, and the Receiving Party will use all
reasonable endeavours to protect the confidentiality of such information
to the widest extent possible in the circumstances.
4. NON-SOLICITATION OF THE EMPLOYEES:

The parties acknowledge that they have expended substantial resources in the
recruitment, selection, employment and training of their respective personnel.
Accordingly the parties agree that for a period of two years from the signature date
Receiving Party shall not –

(i) either for itself or as the agent of anyone else, directly or indirectly persuade,
induce, solicit, encourage or procure any employee of the other party (or an
entity forming part of the same group as that party) to terminate his
employment with such company; and/or

(ii) hire, recruit, engage or otherwise employ, directly or indirectly any employee of
the other party (or an entity forming part of the same group as the other party)
within (twelve) months after such employee’s last day of employment with the
other party.

This shall however exclude the instances of any employee joining the services of the
other on one’s own volition without any act of inducement by the other.

5. EXCEPTIONS:

This Agreement does not apply and/or shall cease to apply to Confidential Information,
which Receiving Party can show to the reasonable satisfaction of the Disclosing Party
(and it shall be for the Receiving Party to prove this by documentary evidence):

(i) is at the time of disclosure to the Receiving Party by the Disclosing Party
within the public domain, provided always that such information shall not be
deemed to be generally available to the public by reason only that it is known
to only a few of those people to whom it might be of commercial interest, and
a combination of two or more portions of the Confidential Information shall not
be deemed to be generally available to the public by reason only of each
separate portion being so available;

(ii) is, at the time of such disclosure, within the possession of the Receiving
Party, or comes into the public domain and could be obtained after such
disclosure, or has been independently developed by the Receiving Party,
otherwise than by reason of a breach of any of the undertakings contained in
this Agreement;

(iii) is subsequently provided to the Receiving Party by a person who has not
obtained such information from the Disclosing Party, provided that, in any
such case, such information was not obtained illegally or disclosed by
aperson in breach of any undertaking or duty as to confidentiality whether
express or implied; or

(iv) is or becomes available to a third party from the Disclosing Party on an

unrestricted basis.

6. NO LICENCE OR WARRANTIES OR LIABILITES:

A) No licence under any patents, copyrights, trademarks or other proprietary rights is
granted or conveyed by the transmittal of Confidential Information or other information
under this Agreement. In the event that the Disclosing Party provides any computer
software and/or hardware to the Receiving Party as Confidential Information under the
terms of this Agreement, such computer software and/or hardware may only be used by
the Receiving Party for evaluation purposes.

Disclosing Party shall retain the copyrights, trademark, Patent, Intellectual Property
Rights over any development of new design ofparts or prototype including sample
thereof created on the basis of confidential information/ specification shared by
Disclosing Party, and Receiving Party shall not have any right whatsoever of sale/
transfer of any such information or intellectual property or copyrights/ trademark/ Patent.

B) All Confidential Information disclosed by the Disclosing Party to the Receiving Party
(including the copies made by the Receiving Party) is acknowledged by the Receiving
Party, to be proprietary of the Disclosing Party.

C) The Confidential Information is provided on an “as is” basis, and no representations

or warranties, express or implied, are made with respect to the Confidential Information,
including but not limited to any warranties regarding use for a particular purpose, non-
infringement or merchantability. The Receiving Party will use all information received in a
safe and prudent manner and is responsible for all risk or loss arising out of its use of
such information.

D) Disclosing Party along with their directors, officers, shareholders and/oradvisors shall
not assume any liability for the completeness and accuracy of the confidential and non-
confidential information made available. The Receiving Party is exclusively responsible
and liable for forming an opinion on the Confidential Information and the Disclosing Party
along with their shareholders and advisors shall not be liable for damages incurred from
using (confidential or non-confidential) information that has been made available.

7. RETURN OF CONFIDENTIAL INFORMATION:

A) The Disclosing Party may at any time,

(i) request the Receiving Party to return any material containing, pertaining or
relating to Confidential Information disclosed pursuant to the terms of this
Agreement (whether or not such material or other record was itself provided
by the Receiving Party) and may in addition request the Receiving Party to
furnish a written statement to the effect that, upon such return, the Receiving
Party has not retained in its possession, or under its control, either directly or
indirectly, any such material; or

(ii) require the Receiving Party to destroy such material and furnish the
Disclosing Party with a written statement to the effect that all such material
has been destroyed,

(iii) in the case of any Confidential Information stored electronically, the

Receiving Party shall remove all Confidential Information or otherwise delete
from all retrieval systems and databases, such Confidential Information and
 shall provide the Disclosing Party with a certificate confirming the removal /
deletionof such Confidential Information

B) The Receiving Party shall comply with a request by the Disclosing Party
under this clause 7 within a period of 7 days of receipt of such a request.

8. MEETINGS OF THE PARTIES:

At the end of any meeting the Parties shall draw up the minutes (to be signed by a
representative of each Party) in which are specified the information disclosed orally to be
considered as Confidential Information according to the provisions set forth in this
Agreement. Such minutes shall also indicate each individual attending the meeting.

9. DURATION AND TERMINATION:

A) This Agreement shall come into effect from the date of signature by both Parties
and shall continue in full force and effect for a period of five (5) years. Unless the
Parties otherwise agree in writing, the confidentiality and non-disclosure
obligations imposed on the Parties hereunder shall survive the termination of
thisAgreement between the Parties in respect of the Disclosing Purpose and/or
conclusion of the Disclosing Purpose for a period of five (5) years and will cease
only upon the Confidential Information becoming a part of the public domain .

B) Upon termination of this Agreement/completion of the Disclosing Purpose, the

Receiving Party’s right to possess and use the Confidential Information shall
terminate and the Receiving Party will, if so requested by the Disclosing Party,
immediately deliver to the Disclosing Party or destroy all copies of Confidential
Information in the Receiving Party’s possession in accordance with clause 7(A)
(i), (ii)& (iii).

C) Notwithstanding the foregoing, either Party may retain any minutes of meetings
but the obligation of confidentiality hereunder shall continue to apply, until and
unless such minutes are disclosed pursuant to the obligations under clause 3 or
become a part of the public domain.

10. BREACH OF THIS AGREEMENT:

A) Each Party acknowledges and agrees that, in the event of a default by the other
of the provisions of this Agreement, damages may not be sufficient remedy for
the non-defaulting Party. Accordingly, in addition to any other remedies the non-
defaulting Party shall have the right to injunctive relief or specific performance of
the other Party’s obligations. Any such remedy shall not be deemed to be
exclusive or all-inclusive and shall be in addition to any and all other remedies
which may be available to the Parties at law or in equity or in Tort.

B) In addition to, and without affecting, the other rights or remedies the Disclosing
Party may have (whether under statute, common law or otherwise), the
Receiving Party shall indemnify and keep indemnified, the Disclosing Party from
and against any loss, action, expense, claim, harm or damage of whatever
nature (including but not limited to legal costs) which may arise directly or
 indirectly from the unauthorized disclosure of Confidential Information or other
breach of this Agreement by the Receiving Party.

11. MISCELLANEOUS:

A) Modification: This Agreement shall not be modified except by a written

instrument executed by duly authorised legal representatives of the Parties
hereto.

B) Notice: Unless otherwise provided herein, all notices or other communications

under or in connection with this Agreement shall be given in writing and may be
sent by personal delivery or post or courier or facsimile at the address specified
in Schedule I hereto. Any such notice or other communication will be deemed to
be effective if sent by personal delivery, when delivered, if sent by post, 4 (four)
days after being deposited in the post and if sent by courier, one day after being
deposited with the courier, and if sent by facsimile, when sent (on receipt of a
confirmation to the correct facsimile number).

C) Waiver: No failure or delay on the part of any Party to exercise any rights or
remedy under this Agreement shall be construed or operated as a waiver thereof
nor shall any single or partial exercise of any rights or remedy be construed as
such. The rights and remedies provided in this Agreement are cumulative and
are not exclusive of any rights or remedies provided by law,

D) Severance: In the event that any provisions in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect the remaining provisions of
this Agreement. The Parties shall use their reasonable efforts to agree upon a
new provision, which shall as nearly as possible have the same practical effect
as the ineffective provisions.

E) Entire Agreement: This Agreement and any schedules hereto, constitutes the
entire Agreement and understanding of the Parties relating to the subject matter
hereof and supersedes any and all other previous agreements, arrangements
and/or understandings (whether written or oral) between the Parties respecting
the use and disclosure of Confidential Information.

F) Assignment and Binding Effect:Neither Party may assign its obligations or

interests in this Agreement, in whole or in part, to any other third party or person
to any third party without the prior written consent of the other Party, which may
not be unreasonably withheld and any assignment in violation of this Agreement
shall be void. This Agreement shall be binding upon a Receiving Party’s
successors in title, including heirs, legatees, permitted assigns, and its
associates and subsidiaries.

G) Governing Law, Jurisdiction and Dispute Resolution: This Agreement will be

governed in all respects by the laws of India. All disputes, divergence or
differences that may arise under or in relation to this agreement which cannot be
settled amicably through consultation between representatives of both the
parties within 30 days of such dispute, divergence or differences, shall be
submitted to arbitration under Arbitration and Conciliation Act, 1996. There shall
be sole arbitrator appointed by the Disclosing Party. The language of the
 arbitration shall be English. The venue and seat of arbitration shall be Pune. The
award rendered by the arbitrator(s) shall be final and binding upon both parties
concerned and their legal successors. The courts of Punealone, to the exclusion
of any other, shall have the jurisdiction. Pending resolution of a dispute, the non-
defaulting party shall have the right to obtain injunctive relief from an appropriate
forum.

H) Counterparts: This Agreement is executed in two counterparts each of which

when executed shall be deemed an original but all the counterparts together
shall constitute one and same Agreement.

I) No Agency: This Agreement shall not be deemed to constitute an agency, a

partnership or a joint venture between the Parties and neither Party shall hold
itself as the agent of the other except as expressly provided in this Agreement.

J) Further Assurances: The Receiving Party undertakes to do any other act or

things or enter into any documentation, which the Disclosing Party may
reasonably require in order to give effect to the provisions of this Agreement.

IN WITNESS THEREOF, the Parties have signed this Agreement

Tata Autocomp Systems Ltd Libra Industries

By its authorised signatory: By its authorised signatory:

Date: Date:
Witness: Witness:
 SCHEDULE I

 If For:
Libra Industries.
Plot No.434,Road No.11,Kathwada GIDC
Ahmedabad 382430
Facsimile Number:
Tel No.:_________
Attn: ___________

 If For:
Tata AutoComp Systems Ltd.
TACO HOUSE,
Damle Path, Off. Law College Road,
Erandwane, Pune 411004
Facsimile Number:
Tel No.:
Attn: