Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT
WHEREAS, each entity executing this Agreement (hereinafter “Party”) agrees that for the
purpose of evaluating a potential business relationship, the parties will disclose and receive
information under the terms and conditions specified below.
NOW THEREFORE, the parties hereby agree as follows:-
1. All communications or data, in any form, which are disclosed by one Party (“Disclosing
Party”) to the other Party (“Receiving Party”) and which are to be protected hereunder
against unrestricted disclosure or competitive use by the Receiving Party shall be deemed to
be “Confidential Information”.
2. All Confidential Information, if in writing or other tangible form, shall be labelled as

“Confidential” at the time of its delivery, and, if oral, shall be identified as “confidential”
prior to disclosure.
3. Confidential Information of the Disclosing Party shall be treated as confidential and

safeguarded hereunder by the Receiving Party for a period of one year from the date of
disclosure unless earlier waived in writing by the Disclosing Party.
4. The Receiving Party undertakes and agrees that any Confidential Information disclosed
hereunder shall be used by the Receiving Party solely for the purpose set forth above and
except as may be required by applicable law or legal process, the Receiving Party will not
disclose or disseminate such Confidential Information to anyone, except to those employees
(including employees of its parent, subsidiaries and affiliates) and professional advisers who
have a need to know such Confidential Information for the purpose for which it is disclosed,
unless and until such time as such Confidential Information:
a) is available generally to the public, other than as a result of a breach of this
Agreement; or,
b) is disclosed lawfully to the Receiving Party by a third party who is free lawfully to
disclose the same; or,
c) is developed independently by the Receiving Party; or, the applicable period of
confidentiality pursuant to paragraph 3 has ended; or
d) is already in the possession of the Receiving Party and is not subject to an existing
agreement of confidence between the parties; or
e) is explicitly approved for release by written authorization of the Disclosing Party;
or
f) is required to be disclosed by law or pursuant to a judicial order
g) The Receiving Party shall use all reasonable safeguards against the unauthorized
disclosure of Confidential Information and shall ensure that all of its employees
and professional advisers having access to Confidential Information adhere to the
terms of this undertaking as if they were a party hereto.
5. Upon expiration of the period of confidentiality, or sooner upon written request of the
Disclosing Party, all Confidential Information in the possession of the Receiving Party shall
be returned to the Disclosing Party or destroyed, at the option and instruction of the
Disclosing Party.
6. No license under any trademark, patent, copyright, or any other intellectual property right, is
granted or implied by the disclosure of any Confidential Information. Neither Party shall
make use of the existence of any bilateral business relationship between them for the purpose
of their own advertisement.
7. It is understood that this Agreement is not intended to, and does not, obligate either Party to
enter into any further agreements or to proceed with any relationship or other transaction.
8. Each party:
i. acknowledges that the other party has not made and does not make any
representation or warranty, express or implied, as to the accuracy or completeness
of the Confidential Information; and
ii. Agrees that it must make its own assessment of all Confidential Information and
satisfy itself as to the accuracy and completeness of that Confidential Information.
9. Subject to any law to the contrary and to the maximum extent permitted by law, each party
disclaims all liability for any loss or damage suffered or incurred by any person acting on any
Confidential Information whether that loss or damage arises in connection with any
negligence, default, lack of care or misrepresentation or any other cause (other than the
intentional disclosure of inaccurate or incomplete Confidential Information) and each party
releases the other party from all such liability to that party.
10. No relaxation, forbearance or delay by the disclosing party in enforcing any of the terms of
this Agreement shall prejudice, affect or restrict the disclosing party’s rights or constitute a
waiver of such rights or of a breach (unless the disclosing party waives a breach or a right in
writing), nor shall a waiver by the disclosing party of any breach or right operate as a waiver
of any subsequent of continuing breach thereof.
11. Each party acknowledges that damages are not a sufficient remedy for any breach of this
Agreement and each party is entitled to specific performance or injunctive relief (as
appropriate) as a remedy for any breach or threatened breach by either party, in addition to
any other remedies available at law or in equity
This Agreement shall be governed by and construed in accordance with the laws of India and the
parties agree to submit to the exclusive jurisdiction of the courts of Bangalore, India.
This agreement shall be effective in case of company renaming or company change of either party
due to organizational change or company structural change.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized officers as of the date first above written.
For and on behalf of For and on behalf of

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NON-DISCLOSURE AGREEMENT

NOW THEREFORE, the parties hereby agree as follows:-

2. All Confidential Information, if in writing or other tangible form, shall be labelled as

3. Confidential Information of the Disclosing Party shall be treated as confidential and

For and on behalf of For and on behalf of

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