www.rmmg/obaf.

com
2841 Riviera Drive, Suite 306 Akron, Ohio 44333 Phone: 330-867-4505 Fa : 330-867-4506

NON-DISCLOSURE This agreement is made and entered on

AGREEMENT --' 2011 by and bet een!

"## $lobal %nc, a company having its office at 2&'1,"iviera (rive)*0+, ,kron, -hio-''*** .nited /tates 0herein after referred as "## $lobal1 and its parent company #old-Tek Technologies 2imited, a public limited company ith its office at 3lot no4 500, "oad number *+, 6ubilee 7ills, 7yderabad ,3 /tate, 3in-/-- 0**, %ndia on the one part,

And
#r4, hereinafter referred /8o to as :#32-;:: successors ho is "8o hich e<pression shall unless it be repugnant and heirs1 on the other part;
in a senior

9 to the sub=ect

or conte<t thereof, include his8her >hereas

re!erre"

the said :#32-;::

to a# $%P&O'$$

orking belo 4

position

as ?ice 3resident

hereina!ter

on the other part; herein by his free mentioned

ill agrees to abide by this agreement

and its terms and conditions 14 @ompany's Trade /ecrets

%n the performance of :mployee's =ob duties ith @ompany, :mployee ill be e<posed to @ompany's @onfidential %nformation4 A@onfidential %nformationA means information or material that is commercially valuable to @ompany and not generally kno n or readily ascertainable in the industry4 This includes, but is not limited to! 0a1 technical information concerning @ompany's products and services, including product kno ho , formulae, designs, devices, diagrams, soft are code, test results, processes, inventions, research pro=ects and product development, technical memoranda, proposals and correspondence; 0b1 information concerning @ompany's information, accounting and unpublished marketing techniques, methods, customer business, financial including cost information, profits, sales information, business plans, markets and list and information, strategies; strengths, eaknesses and purchasing

and their contact details, prospects and advertising including

supplier lists and supplier information concerning @ompany's employees,

(c) %nformation
ski1ls; 0d1 information venture partners

salaries,

submitted by @ompany's customers, suppliers, ith @ompany for study, evaluation or use; and

employees,

consultants

or co-

0e1 ,ny other information not generally kno n to the public hich, if misused or disclosed, could reasonably be e<pected to adversely affect @ompany's business4

24 The :mployee shall not approach or poach the company's employees, during the agreement tenture
3( )on"i#*+o#ure of ,ra"e Se*ret#

clients and8or

prospects

and also

:mployee shall keep @ompany's @onfidential %nformation, hether or not prepared or developed by :mployee, in the strictest confidence4 :mployee ill not disclose such information to anyone outside @ompany ithout @ompany's prior ritten consent4 Bor ill :mployee make use of any @onfidential %nformation for :mployee's o n purposes or the benefit of anyone other than @ompany4 7o ever, :mployee shall have no obligation to treat as confidential any information hich!

0a1 >as in :mployee's possession or kno n to :mployee, ithout an obligation to keep it confidential, before such information as disclosed to :mployee by @ompany4 7o ever, this noobligation is B-T applicable hen it comes to customers and prospects information4 0b1 %s or becomes public kno ledge :mployee; or through a source other than :mployee and through no fault of

0c1 %s or becomes la fully available to :mployee from a source other than @ompany4 '4 "eturn of #aterials >hen :mployee's employment ith @ompany ends, for hatever reason, :mployee ill promptly deliver to @ompany all originals and copies of all documents, records, soft are programs, media and other materials containing any @onfidential %nformation4 :mployee ill also return to @ompany all equipment, files, soft are programs and other personal property belonging to @ompany4 /4 @onfidentiality -bligation /urvives :mployment

:mployee's obligation to maintain the confidentiality and security of @onfidential %nformation remains even after :mployee's employment ith @ompany ends and continues for so long as such @onfidential %nformation remains a trade secret4 +4 $eneral 3rovisions 0a1 "elationships! Bothing contained in this ,greement shall be deemed to make :mployee a

partner or =oint venturer

of @ompany for any purpose4

0b1 /everability! %f a court finds any provision of this ,greement invalid or unenforceable, the remainder of this ,greement shall be interpreted so as best to effect the intent of @ompany and :mployee4

0c1 %ntegration! This ,greement e<presses the complete understanding of the parties ith respect to the sub=ect matter and supersedes all prior proposals, agreements, representations and understandings4 This ,greement may not be amended e<cept in a riting signed by both @ompany and :mployee4 0d1 >aiver! The failure to e<ercise any right provided in this ,greement shall not be a prior or subsequent rights4 aiver of

0e1 %n=unctive "elief! ,ny misappropriation of any of the @onfidential %nformation in violation of this ,greement may cause @ompany irreparable harm, the amount of hich may be difficult to ascertain, and therefore :mployee agrees that @ompany shall have the right to apply to a court of competent =urisdiction for an order en=oining any such further misappropriation and for such other relief as @ompany deems appropriate4 This right is to be in addition to the remedies other ise available to @ompany4
0f1 %ndemnity! :mployee agrees to indemnify @ompany against any and all losses, damages, claims

or e<penses incurred or suffered by @ompany as a result of :mployee's breach of this ,greement 0g1 ,ttorney Cees and :<penses! %n a dispute arising out of or related to this ,greement, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary e<penditures4 0h1 $overning 2a 4 This ,greement shall be governed in accordance ./4
-i.

ith the la s of

6urisdiction4 :mployee consents to the e<clusive =urisdiction and venue of the state courts located in ./ in any action arising out of or relating to this ,greement4 :mployee aives any other venue to hich :mployee might be entitled by domicile or other ise4
0. /uccessors, ,ssigns! This ,greement shall bind each party's heirs, successors and assigns4 @ompany may assign this ,greement to any party at any time4 :mployee shall not assign any of his or her rights or obligations under this ,greement ithout @ompany's prior ritten consent4 ,ny assignment or transfer in violation of this section shall be void4

This agreement also covers #old Tek Technologies hich is a parent company of "## $lobal as the employee interacts ith the employees of the parent company directly4 The same has been stated above and included in as a party4 54 Term This agreement is valid during the tenure the e<it from the company4 ith "##$lobal and for a period of t o years 0021 after

&4 %ndemnification :mployee agrees to pay liq4uidated damages in the amount of ./ (ollars 140 #illion for any violation of the covenant not to disclose the confidential information contained in this agreement4 The penalty could be higher in case the actual loss is found to be higher4 D4 /ignatures :mployee has carefully read this ,greement and agrees that all of the restrictions set forth are fair and reasonably required to protect the @ompany's interests4 :mployee has received a copy of this ,greement as signed by the parties4

Company Employee

Name: Name: Signature: Signature: Date: Date:

EMP