Confidentiality Agreement

This Confidentiality Agreement is made and entered into by and between

HRS GmbH,
Breslauer Platz 4, 50668 Cologne,Germany
(“HRS“)

and
insert name

(“Contracting Party“)

HRS and Contracting Party are hereinafter to as the “Parties” and each as a “Party”.

Preamble
The Parties intent to [determine the value of partnering with HRS] (the “Purpose”) which
will include the provision and receipt of certain confidential information of the relevant
other Party.
The Parties agree to enter into a non-disclosure-agreement before such confidential
information will be made available.
NOW, therefore, the Parties enter into the following confidentiality agreement
(“Confidentiality Agreement”):

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1 Definitions
1.1 “Confidential Information” is all information, both legal and in point of fact,
regardless of their form, e.g. knowledge, data, drafts, interface-specifications,
know-how, analysis, calculations, studies, copies, transcripts and other
documents, furnished by either Party (“Disclosing Party”) to the other Party
“Receiving Party”) without regard whether or not the information is explicitly
marked as confidential. This shall include but not be limited to information, the
Contracting Party received from Affiliated Companies from HRS. Affiliated
Companies are legally separate enterprises that with respect to each other are
subsidiary and parent enterprise, controlled or controlling enterprises, members of
a group, enterprises with cross-shareholdings, or parties to an enterprise
agreement (Sec. 15 of German Stock Corporation Act (Aktiengesetz)), including
direct and indirect parent or sister companies and subsidiaries.
1.2 Documents prepared by the Receiving Party, which contain or are based upon
Confidential Information shall be regarded as Confidential Information.
1.3 Confidential Information in the meaning of this Confidentiality Agreement shall not
include information
- which is already rightfully known to the Receiving Party before disclosure of
the Disclosing Party,
- which is or subsequently becomes available to the general public other than
through a breach of any contractual obligations,
- which was or is developed through the independent efforts of the Receiving
Party,
- which the Receiving Party rightfully receives from a third party with-out
restriction as to confidentiality or use.
The Receiving Party seeking the benefit of such exception of Sec. 1.3 the
Receiving Party shall bear the burden of proving its existence and provide written
notice to the Disclosing Party prior to any publication or transfer of the respective
Confidential Information to any third party.

2 Secrecy Obligation
2.1 The Receiving Party is obliged to use the Confidential Information exclusively
within the scope of the Purpose and to refrain from using the Confidential
Information for any other purposes. The Receiving Party is obliged to keep the
Confidential Information secret and may not disclose such information to any third
party, make it public or use it in any other way without the prior written consent of
the Disclosing Party. Affiliated Companies are not deemed to be third parties for
the purpose of this Confidentiality Agreement. The Receiving Party shall use the
same degree of diligence to keep the Confidential Information secret which it uses
for its own confidential information, however, at least reasonable care and
diligence.
2.2 The Receiving Party is obliged to disclose the Confidential Information only to
those persons amongst its employees, staff members, management, professional
advisors and consultants, agents or legal, economic or technical advisors and
consultants (“Permitted Personnel”) whose involvement is absolutely necessary

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 in order to fulfil the Purpose and if such Permitted Personnel agrees or has
already agreed to be bound by an adequate secrecy obligation in the form alike or
is bound to confidentiality by law. The Parties agree that these obligations shall
apply accordingly to Permitted Personnel of Affiliated Companies.
2.3 The secrecy obligation shall not apply if and to the extent the Receiving Party is
obliged to disclose the Confidential Information by law to a competent judicial or
regulatory authority. In such case the Receiving Party will inform, as soon as
possible, the Disclosing Party by written notice prior to such disclosure vis-à-vis
the third party and adequately inform the Disclosing Party on the circumstances of
such claimed disclosure. The Receiving Party shall cooperate with the Disclosing
Party in order to timely seek a protective order or other appropriate remedy to
restrict and limit the publication of the Confidential Information and the Receiving
Party shall agree to perform the identified measures, unless the Receiving Party
may suffer inadequate disadvantages. The Receiving Party shall furnish only that
portion of the Confidential Information, which is legally required to be disclosed.
Furthermore the Receiving Party will exercise reasonable efforts to obtain
assurance from the third party that confidential treatment will be accorded to the
furnished Confidential Information.

3 Confidentiality of the negotiations

Both Parties agree to maintain in confidence the existence and content of this Confidential
Agreement, substance of any discussions or negotiations between the Parties. Public
announcements about the discussions or negotiations shall not be made by a Party
without the prior written consent of the other Party.

4 Return or destruction of Confidential Information

The Disclosing Party is entitled to request from the Receiving Party in writing to either fully
destroy or return all Confidential Information, which has been furnished under this
Confidentiality Agreement to the Receiving Party. Any copies, conclusions or documents
produced on the basis of Confidential Information, including but not limited to data carriers,
shall be immediately deleted. Any machine readable data shall be deleted definitively and
permanently. The Receiving Party shall not have any right of retention. Complete return or
destruction of Confidential Information has to be confirmed in writing to the Disclosing
Party within fourteen (14) days upon receipt of the request.

5 No further rights, no warranties

Both Parties acknowledge that nothing contained in this Confidentiality Agreement is
intended or shall be construed to convey to a Party any rights or license under the
Confidential Information or any intellectual property rights.
The Disclosing Party warrants to be entitled to provide and disclose the respective
information to the Receiving Party. Notwithstanding the foregoing the Parties agree that all
information submitted to the Receiving Party by the Disclosing Party is provided “as is” and
all warranties shall be excluded to the fullest extent permitted by law (including but not
limited to the quality, completeness or any use for a specific or intended purpose of the
information provided).

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Subject to a written agreement, neither Party shall be obliged by this Confidentiality
Agreement to enter into an agreement or to conclude a business relationship with the
other Party.

6 Liability and Reimbursement

The Party in violation of the secrecy obligation shall compensate the other Party for all
damages caused therewith and shall hold the other Party harmless from any damages,
costs or expenses incurred (incl. court cost and reasonable attorney’s fees) in case of a
violation of the secrecy obligation. This obligation is also applicable to any breach of this
Confidentiality Agreement by any of the Permitted Personnel of the party in violation of the
secrecy obligation.

7 Term – Survival
7.1 This Confidentiality Agreement shall come into force upon signing by both Parties
and shall be effective for a term of [five (5)] years.
7.2 The secrecy obligation which has been imposed on both Parties under this
Confidentiality Agreement shall survive the expiration or termination of this
Confidentiality Agreement for a term of [two (2)] years. Regarding information on
operational procedures of the Parties, even if such information is not related to the
Confidential Information, the Parties shall be bound to secrecy for an unlimited term.

8 Non-solicitation
The Contracting Party shall be obliged not to (directly or indirectly) actively employ, occupy
or commission customers or staff members of HRS during the cooperation (or the
negotiations, respectively) and as to the staff members additionally up to twenty four (24)
months after completion of the cooperation (or the negotiations, respectively).
In each case of non-compliance with this non-solicitation clause a penalty of € 50,000.00
(in words: Euro fifty thousand) shall become due.

9 Penalty for breach of contract

In case of an infringement of one of the provisions of the Confidentiality Agreement, the
Party breaching the contract shall be obliged to pay the other Party a penalty for every
breach of contract in the amount of €5,000 (five thousand Euro [amount]). The affected
Party’s right to claim damages in access of the penalty remains unaffected. In this case,
the penalty shall be deducted from the amount of damages claimed. In the event of an
ongoing breach of contract each month during which the breach continuous shall be
counted as an additional breach.

10 Final provisions
10.1 This Confidentiality Agreement [including its schedules and appendices] contains
all agreements and understandings reached between the Parties with respect to
the subject matter hereof and supersedes any prior agreements and oral
understandings reached with respect to the subject hereof. There are no side

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 agreements to this Agreement.
10.2 Amendments and supplements to this Confidentiality Agreement must be made in
writing (Schriftform), unless a stricter form is required by law. This shall also apply
to changes to this clause stipulating the written form.
10.3 The assignment and/or transfer of rights and/or obligations arising from this
Confidential Agreement by a Party shall require the other Party's previous written
approval. HRS shall be allowed to assign and/or transfer the rights and/or
obligations arising from this Confidential Agreement to any of its Affiliated
Companies.
10.4 This Confidentiality Agreement shall exclusively be governed and construed by
German law excluding the conflict of law provisions and the provisions of the UN
Convention on Contracts for the International Sale of Goods (CISG).
10.5 The place of exclusive jurisdiction for all types of proceedings and for all disputes
between the Parties arising from or in connection with this Confidentiality
Agreement, its consummation or regarding its validity is Cologne. HRS shall also
have the right to take legal proceedings against Contracting Party at its registered
office.
10.6. Should a provision of this Confidentiality Agreement be or become null and void in
whole or in part, this shall not affect the validity of the remaining provisions. The
aforesaid shall also apply to any unintended gap in this Confidentiality Agreement.
Instead of the null and void provision or in order to fill the gap such valid provision
shall, to the extent permitted by law, be deemed to be agreed that in legal and
economic terms comes closest to what the parties intended or would have
intended in accordance with the purpose of this Confidentiality Agreement if they
had considered the issue at the time of the conclusion of this Confidentiality
Agreement.
10.7 The Parties agree that the provisions of this Agreement have been individually
negotiated.

Cologne,[date] [date]

______________________ ______________________________
HRS - Santosh Kumar partner

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