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Non Disclosure Agreement This Non-Disclosure Agreement is made and entered on this the ____day of_______ 2011 by and

between _________________________________., _____________ aged about: Represented by having its ___________________ its registered office S/o. at


:___________________________________________ hereinafter called First Party which expression shall unless repugnant to the subject or the context mean and included its successors, nominees or assigns And M/s ------------------ ------------------------------------------------------------------------------ and having its registered office at ------------------------------------------------------------------------------------------ herein after called Second Party which expression shall unless repugnant to the subject or the context mean and include its successors, nominees or assigns. Whereas in order to pursue the mutual business purpose of this particular project as specified in Annexure - A (the Business Purpose), People Combine ________________ the First Party and M/s---------------------------------------------------------------------------------------------- the Second Party wish to discuss a potential business opportunity under which there is a need to disclose confidential information to one another certain information, as defined below, of each party to be used only for the Business Purpose and to protect such confidential information from unauthorized use and disclosure. In consideration of the other partys disclosure of such information, each party agrees as follows: 1. Confidential Information : A. This Agreement will apply to all confidential and proprietary information disclosed by First Party to the Second Party/Receiving Party, including information related to negotiations, discussions, plans, Policies, identity of the parties and all the information listed in Annexure - A attached hereto and other information which the

disclosing party identifies in writing or otherwise as confidential after disclosure to the receiving party (Confidential Information). B. The Confidential information means and include all the information and materials, in whole or in part, together with analyses, compilation, studies or other documents or materials prepared by each party, both the parties, and their agents, directors, affiliates, or employees (collectively, the "Representatives"), which contain or otherwise reflect or are generated from such information and review of or interest in the Company is hereinafter referred to as the "Information" provided, which a party considers proprietary or confidential (Information). 2. FORM OF INFORMATION: The information may be in any form or medium, tangible or intangible, and may be communicated/disclosed in writing, orally, or through visual observation, electronically or by any other means to one party (receiving party) by the other party (disclosing party). 3. USE OF INFORMATION: a. The _______________________ Company/Second Party agree not to use the

Confidential information disclosed by the First Party for its own use or for any other purpose except to carry out the discussions concerning and undertaking of business described hereunder in the Annexure A. b. That the receiving party shall use the disclosed information only for the Purpose and business as agreed between the parties and shall hold the information in

confidence using the same degree of care as it normally exercises to protect its own proprietary information, but not less than reasonable care, taking into account the nature of the Information, however the Second party may disclose confidential information to its employees who have a need to know, but only to the extent necessary to carry out the business purpose of this project as defined in Annexure A. In such case the Second Party shall enter or sign a Non-Disclosure agreement in content substantially similar to this agreement and shall notify the First Party in writing of the names of the persons and addresses to whom the information has been supplied or had access to the Confidential information.

c. Each party agrees to notify the other in writing of any misuse or misappropriation of confidential information that may come to its attention during the course of this agreement. d. The information shared by the parties/information provided by one party to another party is exclusively meant to serve the purpose/business mentioned in Annexure A. No party shall use such information to any other purpose. The receiving party shall return all the information furnished by other party once the agreed purpose or business is fulfilled or abandoned or cancelled.

4. RETURN OF THE INFORMATION: Upon the disclosing party's request, the receiving party shall return to the disclosing party all Information, documents, papers and records within a period of _________days of such request. However, that an archival copy of the Information may be retained in the files of the receiving party's counsel, solely for the purpose of proving the contents of the Information. 5. All confidential information shall remain exclusive property of the disclosing party and the other party/Second Party shall have no right to use confidential information except as provided herein. 6. The Second Party/Receiving Party shall hold all the information furnished by the First party in confidential and shall not enter into any kind of agreement or contract with any third party/company which resembles or identical or with the same subject matter or business which is similar or identical with that of the present agreement (Annexure A) till the completion of term of the present agreement i.e. for __________ (__) years. The Second party agreed that they shall not approach or act as agent or mediator to the Party mentioned in the Annexure A for conducting or entering into the agreement with same subject matter mentioned in the Annexure with any other party or company . 7. The foregoing restrictions on each party's use or disclosure of Information shall not apply to Information that the receiving party can demonstrate:

a) Has become generally available to the public without breach of confidentiality obligations of the receiving party; or b) was in the receiving party's possession without restriction or was known by the receiving party without restriction at the time of disclosure; or is the subject of a subpoena or other legal or administrative demand for disclosure; provided, however, that the receiving party has given the disclosing party prompt notice of such possession, demand for disclosure and the receiving party reasonably cooperates with the disclosing party's efforts to secure an appropriate protective order; or c) is disclosed with the prior consent of the disclosing party; or files or computers or other recording media prior to receipt from the disclosing party and was not previously acquired by the receiving party from the disclosing party under an obligation of confidence; or the receiving party obtains or has available from a source other than the disclosing party without breach by the receiving party or such source of any obligation of confidentiality or non-use towards the disclosing party. 9. Each party agrees to comply with any and all terms and conditions the disclosing party may impose. Upon any such refusal to comply , such as conditions that the removed Confidential Information and all copies must be returned by a certain date. 10. Each party recognizes and agrees that all of the disclosing partys Confidential Information is owned solely by the disclosing party and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to obtain an immediate injunction enjoining any breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach. 11. The Second Party/Receiving Party does not make reference to the Information and does not copy the substance of the Information during the Confidentiality Period., nothing contained herein shall be construed as imposing any restriction on the receiving party's disclosure or use of any general learning, skills or know-how developed by the receiving d) was in its possession or known to it by being in its use or being recorded in its

party's personnel under this Agreement, if such disclosure and use would be regarded by a person of ordinary skill in the relevant area as not constituting a disclosure or use of the Information. 12. Breach and Remedy : The Second Party/Receiving Party acknowledges that the injury which would be suffered by the Company in the event of any breach of Second Party or their Representatives' obligations hereunder would be of a nature which shall be

compensated for by recovery of monetary damages, and accordingly agree that in the event of any breach or threatened breach of any of Receiving Party obligations hereunder, in addition to damages sustained by the Company and the Company may pursue hereunder or under applicable law for any other remedies. the Company shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach. 13. Other than in connection with the performance of services pursuant to the agreement, neither the Second Party/Receiving Party nor any Representatives will make any disclosure of their review of, or interest in, the Company without the Company's/First Party prior written consent, and the Second Party further agree that no Information regarding the Company will be used by them or any Representatives in any manner which might be construed by the Company to be competitive with or detrimental to its existing or projected business operations. 14. As between the parties, all Information shall remain the property of the disclosing party. Either partys failure to enforce any provision, right or remedy under this agreement shall not constitute a waiver of such provision, right or remedy. 15. This Agreement will be construed in, interpreted and applied in accordance with the laws of India. 16. Dispute Resolution: That in case of any dispute or differences, breach & violation relating to the terms of the Agreement. The said matter or dispute, difference shall be referred to sole arbitrator who will be nominated by the First Party. That, the award of the arbitrator shall be final and binding on both the parties. The said Arbitrator shall act

under the Provisions of the Arbitration and conciliation Act, 1996 or any statutory modifications or reenactment there of or any rules made thereof and the venue of the arbitration shall be at Hyderabad only. 17. Tenure : This Agreement will remain in effect for Three (3) years from the date of the last disclosure of Confidential Information, at which time it will terminate, unless extended by the disclosing party in writing.

18. This Agreement and Annexure- A attached hereto constitutes the entire agreement of the parties with respect to the parties' respective obligations in connection with Information disclosed hereunder and supersedes all prior oral and written agreements and discussions with respect thereto. The parties can amend or modify this Agreement only by a writing duly executed by their respective authorized representatives. Neither party shall assign this Agreement without first securing the other party's written consent.

IN WITNESS WHEREOF this Agreement which is being executed by and between the parties hereto, executed at the instance of mutual consent of both the parties for their mutual benefit and the same is signed by both the parties with their own free will and consent without coercion or undue influence on the day, month and year first above mentioned in the presence of the following witness

Witness: 1. First Part

2. Second Part