MUTUAL NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT

(ON ORIGINAL COMPANY LETTER HEAD & SIGNED BY AUTHORISED SIG.)

This NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT (the Agreement) is entered into

and effective as of the date of the last signature as specified on the signature page below (the Effective
Date),

BETWEEN:

Grace Engineering International, a company duly incorporated under the laws of India and having its
registered office at 702, Grace C, Vasant Oscar CHS, LBS Marg, Mumbai 400 080, Maharashtra, India,
(hereinafter referred to as GEI, which expression shall, unless be repugnant to the context and
meaning hereof mean and include its successors and permitted assigns, & any / all related
companies / entities);

AND:

, a company duly incorporated under the Laws of India and having its registered office
at
____________________________________________________________________________________
(hereinafter referred to as __________, which expression shall, unless be repugnant to the
context and meaning hereof mean and include its successors and permitted assigns, & any / all
related companies / entities)

WHEREAS:

1. The Parties wish to negotiate regarding possible business opportunities and / or services provided by
GEI and its associates (the Purpose).

2. For the Purpose, the Parties have to disclose certain secret and proprietary information towards each
other; therefore, each Party has to be assured of the fact that all these information is treated by the
other Party as strictly confidential.

IN CONSIDERATION WHEREOF IT IS HEREBY AGREED:

1. Either Party agrees not to use any Confidential Information (as defined underneath) for any purpose
other than the Purpose.

Either Party shall not disclose or permit disclosure of any Confidential Information (as defined
underneath) to third parties or to its employees, other than directors, officers, employees, consultants
and agents of the Party who: (i) are required to have the information in order to carry out the Purpose;
and (ii) are subject to nondisclosure obligations similar in content to the provisions of this Agreement
to protect the secrecy of, and avoid disclosure or use of Confidential Information (as defined
underneath) in order to prevent it from falling into the public domain or the possession of persons
other than those persons authorized under this Agreement.

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 Either Party will notify the other Party in writing of any actual or suspected misuse, misappropriation or
unauthorized disclosure of Confidential Information which may come to its attention.

2. Confidential Information means any and all information which a Party receives from the other
Party, whether in written, oral, graphic, machine-readable or other form, including, but not limited to,
that information which relates to patents, patent applications, research, product plans, products and/or
services, developments, inventions, processes, design, drawings, engineering, formulae, markets,
customers, marketing, software, hardware configuration, computer programs, algorithms, pricing,
business plans and intentions, financial data, forecasts, legal data, agreements with third parties, and
all other trade secrets.

3. Notwithstanding the foregoing, a Party shall have no liability to the other Party with regard to any
Confidential Information which the Party can prove:

a. was in the public domain at the time it was disclosed or has entered the public domain
through no fault of the Party;
b. was known to the Party, without restriction, at the time of disclosure, as demonstrated by files
in existence at the time of disclosure;
c. is disclosed with the prior written approval of the other Party;
d. is independently developed by the Party without any use of the Confidential Information;
e. is disclosed generally to third parties by the other Party without restrictions similar to those
contained in this Agreement; or
f. is disclosed pursuant to the order or requirement of a court, administrative agency, or other
governmental body; provided, however, that the Party shall provide prompt notice to the other
Party of such court order or requirement to enable the other Party to seek a protective order
or otherwise prevent or restrict such disclosure.

4. Either Party may not make copies, analyses, summaries or extracts of the Confidential Information (all
such copies, analyses, summaries or extracts hereinafter: the Copies ) unless such Copies: (1) are
necessary to accomplish the Purpose, and (2) bear a notice that they contain Confidential Information
of the other Party.

5. Within ten (10) days of the receipt of a request by the other Party, either Party will return or destroy all
Confidential Information received pursuant to this Agreement, as well as all Copies of it, and deliver to
the other Party a certificate signed by the Party confirming that (1) neither the Party, nor any of its
related companies and/or affiliates, nor any of their successors or assigns, have retained any
Confidential Information and/or Copies, and (2) all Confidential Information and/or Copies have been
permanently removed from any and all of the computers, computer systems or electronic data storage
devices of the Party, any of its related companies and/or affiliates and any of its successors or
assigns.

6. A Party does not grant the other Party any rights under this Agreement other than the limited right to
review the Confidential Information solely for the Purpose.

All information is provided as is and without warranty, express, implied or otherwise, regarding its
accuracy or completeness.

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 Either Party shall not reverse engineer, decompile or disassemble any plans, hard- or software
disclosed under this Agreement.

Either Party may not assign this Agreement without the prior written consent of the other Party.

7. Either Party understands and acknowledges that none of the other Party or any of its representatives
makes any representation or warranty, express or implied, as to the accuracy or completeness of the
Confidential Information.

Either Party agrees that none of the other Party or any of its representatives shall have any liability to
the Party or to any of the Partys representatives relating to or resulting from the use of Confidential
Information or any errors therein or omissions there from.

8. Non-circumvention and Non-solicitation: No party to this agreement can circumvent the other party in
forming or undertaking relationships which have been created / introduced by the disclosing party
including clients / technology providers / financial institutions / financial or insurance intermediaries/
project developers/ land owners/ any other third parties (hereinafter referred to as Business
Entity(ies)) and shall deem to hold this information confidential. Any interaction with such Business
Entities will have to be routed via the originating party itself, unless such is allowed through a written
consent. Within 7 calendar days of introduction of a Business Entity by one Party (the introducer) to
the other (the introducee), the introducee shall confirm to the introducer in writing whether it has an
existing valid business relationship with the Business Entity, as shown by its (introducees) written
records in existence prior to the time of disclosure. The records should also indicate the same specific
purpose & context within which the Business Entity has been introduced by the introducer to the
introducee. If no such confirmation is received then the introducer shall be considered the owner of
that relationship.
This clause of Non-circumvention & Non-solicitation shall survive the term of this agreement. A breach
of this clause shall be considered a breach of the agreement and injunctive relief sought.

9. The Parties hereby legally, wholly and irrevocably bind themselves and guarantee to one another that
they shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass
or obviate each others interest, or the interest or relationship between The Parties, by means of any
procedures, sellers, buyers, brokers, dealers, distributors, refiners, shippers, financial instructions,
technology owners or manufacturers, for the purpose of changing, increasing or avoiding, directly or
indirectly, payments of established or to be established fees, commissions, or the continuance of pre-
established relationships, or to intervene in un-contracted relationships with manufacturers or
technology owners, intermediaries, entrepreneurs, legal council, or to initiate any buy / sell or any
transactional relationship that by-passes one of The Parties in favor of any other individual or entity, in
connection with the subject Transaction or Project or any related future Transaction or Project.

10. A Party shall have no obligation to enter into any further agreement with the other Party except as it, in
its sole discretion, may seem advisable.

11. Notwithstanding the right of a Party to be held harmless and claim from the other Party full
indemnification, the other Party shall be liable for a penalty determined by the offended party based on
the value of the earnings that it would have lost. In addition, the Receiving Party agrees and
acknowledges that monetary damages would not be a sufficient remedy for a breach of this
Agreement and that the Disclosing Party shall be entitled to specific performance or any other
injunctive relief as a remedy in equity for any such breach of this Agreement. Any remedy shall not be

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 deemed to be exclusive or all-inclusive and shall be in addition to any and all other remedies which
may be available to the Disclosing Party in law or equity.

12. Either Partys obligations of confidentiality under this Agreement shall terminate three (3) years from
receipt of the Confidential Information.

13. All notices pursuant to this Agreement shall be in writing and delivered to the other Party at the
address written above. The address may be changed by a proper notice pursuant to this Agreement.

14. This Agreement constitutes the entire agreement between the Parties concerning the subject matter
hereof and supersedes all prior negotiations.

15. Validity: The term of this NCNDA shall be for an initial period of 3 years from the date of signing. It
shall be automatically renewed for another 3 years unless terminated in writing by one of the parties.

16. This Agreement shall not be modified except by writing duly executed by both Parties.

17. The failure of a Party to require performance by the other Party of any provision of this Agreement
shall in no way affect the full right to require such performance at any time thereafter.

18. Shall any clause of this Agreement be found unenforceable or illegal for any reason, such clause shall
be modified or deleted in such matter so as to make the Agreement, as modified, legal and
enforceable under applicable laws, and the balance of the Agreement shall not be affected thereby; in
any case, the remainder shall still be in effect.

19. This Agreement shall be governed, executed and interpreted in accordance with the laws of India,
subject to Mumbai Jurisdiction.

20. Both parties consent to the exclusive jurisdiction of the courts of Mumbai, India.

On behalf of M/s. Grace engineering International On behalf of M/s.

702, Grace C,
Vasant Oscar CHS,
LBS Marg, Mumbai 400 080,
Maharashtra, India
Phone: 022-25927359
Mobile: 09819617174
Email: graceenggint@gmail.com

Name : Subroto Karmokar Name :

Title : Proprietor Title :Managing Director
Date: 2-Apr-17 Date : 2-Apr-17

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