THIS AGREEMENT made on the ___________ day of _____________ month in the year _________ by and between {COMPANY NAME},

a company incorporated under the Companies Act, 1956 and having its registered office at {COMPANY REGISTERED OFFICE
ADDRESS}, represented by its Director Mr. {DIRECTOR’S NAME} aged about {DIRECTOR’S AGE} years residing at {DIRECTOR’S
ADDRESS} hereinafter referred to as “{COMPANY FIRST NAME}” (which expression shall unless excluded by or repugnant to the subject
or context be deemed to include its successors and assigns) of the ONE PART: AND___________________________________, S/o .
_______________________________ aged about______ years residing at _________________
____________________________________________________ hereinafter called the "RECIPIENT" (which expression shall unless
excluded by or repugnant to the subject or context be deemed to include his/her heirs, executors, administrators, representatives and
permitted assigns) of the OTHER PART.
WHEREAS “{COMPANY FIRST NAME}” has been incorporated to carry on businesses in the areas of channel management, technology
consulting and allied areas.
AND WHEREAS the RECIPIENT is employed as _ in “{COMPANY FIRST NAME}”.AND WHEREAS for achieving its objectives, it is
essential for “{COMPANY FIRST NAME}” that any information related to it’s business or in any way concerning it, be treated as proprietary
and kept strictly confidential by any party to whom such information is disclosed or made known.
AND WHEREAS “{COMPANY FIRST NAME}” has employed the RECIPIENT as _________________________ and in contemplation of
such relationship, “{COMPANY FIRST NAME}” expects to disclose certain confidential trade, business and scientific information to the
RECIPIENT which “{COMPANY FIRST NAME}” considers proprietary.

AND WHEREAS “{COMPANY FIRST NAME}” requires that the RECIPIENT shall enter into a Non-Disclosure Agreement with “{COMPANY
FIRST NAME}” prior to commencement of employment by the RECIPIENT as “{COMPANY FIRST NAME}” shall be disclosing certain
confidential trade, business, technical, scientific and other information to it, which “{COMPANY FIRST NAME}” considers proprietary.

AND WHEREAS the RECIPIENT acknowledges that such confidential information is valuable and agrees that the same shall be kept
confidential and non-circumvented by it / him.

NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:

Article 1. Confidential Information

The term "Confidential Information" shall mean all information (including but not limited to graphic material, specifications and other
technical and business information and strategies) received by the RECIPIENT under the terms and conditions of this Agreement whether
or not identified either in writing or orally as "Confidential" at the time of its disclosure.

Article 2. Use of Confidential Information

2.1. The RECIPIENT shall hold in trust and confidence for “{COMPANY FIRST NAME}” all Confidential Information of “{COMPANY FIRST
NAME}” and agrees not to disclose such information to any third party anywhere in the world or use such information for any purpose other
than that for which such information has been disclosed to the RECIPIENT by “{COMPANY FIRST NAME}” for a period of at least Five (5)
years following the disclosure thereof. The RECIPIENT shall not make any copies of such Confidential Information of “{COMPANY FIRST
NAME}”.

2.2 The RECIPIENT agrees that all Confidential Information disclosed by “{COMPANY FIRST NAME}” shall remain the property of
“{COMPANY FIRST NAME}” and shall not be disclosed by the RECIPIENT.

2.3 The RECIPIENT will not make any other use of the Confidential Information anywhere in the world except as expressly
authorized by this Agreement or subsequently authorized in writing by “{COMPANY FIRST NAME}”.
2.4. The RECIPIENT agrees to safeguard the disclosed Confidential Information by using reasonable efforts, consistent with those
used in the protection of its own confidential / proprietary information of a similar nature, to prevent its disclosure to others.
2.4 It is agreed and understood between the parties that all the rights to the trade mark, copy right, patents, design and know- how
(herein after referred to as IPR) are and shall remain the exclusive property of the “{COMPANY FIRST NAME}”.

Article 3. Non-Competition
3.1 Any Confidential Information coming to the knowledge of the RECIPIENT or by virtue of his employment or course of his employment
in “{COMPANY FIRST NAME}” is strictly confidential and the RECIPIENT shall not directly or indirectly associate himself with third party to
compete in any way anywhere in the world, with the entire range of business, concepts, products, services and intellectual properties of
“{COMPANY FIRST NAME}” or its clients.
3.2 The RECIPIENT agrees not to copy or reverse engineer, or attempt to derive the composition or underlying information of such
proprietary information.

Article 4. Non-Circumvention
The RECIPIENT further and irrevocably agrees not to circumvent, avoid, by pass or obviate “{COMPANY FIRST NAME}”, directly or
indirectly, anywhere in the world and avoid payment of commission and sharing of profits, fees in any transaction, with any candidate,
corporation, partnership or individual or introduced individual, in connection with any transaction, project, addition or re-negotiation,
renewal, extension, rollover, amendments, new contracts or agreements, parallel or collateral contracts or agreements or third party
agreements in any manner whatsoever.

Article 5. Measures to Prevent Disclosure

5.1 The RECIPIENT shall take all necessary measures to prevent any disclosure of the Confidential Information.
5.2. The RECIPIENT warrants and represents that it shall hold the Confidential Information securely and, that it shall not disclose
any Confidential Information to any third party anywhere in the world.
5.3. The RECIPIENT shall maintain adequate facilities and procedures to prevent the loss of any confidential documents, information or work
products. In the event of any loss the RECIPIENT shall notify “{COMPANY FIRST NAME}” immediately.
5.4 The RECIPIENT shall under no circumstance, disclose Confidential information to contractors, subcontractors, agents or any
other third party without first obtaining written consent from “{COMPANY FIRST NAME}” or its duly authorized representative, except in
case of it’s authorised employees.
5.4. The RECIPIENT shall return to “{COMPANY FIRST NAME}” all Confidential Information of “{COMPANY FIRST NAME}”
including all copies, translations, conversions, modifications and derivations thereof, upon completion of the need for the same or on expiry
or termination of the arrangements between the parties. If such information is needed to be retained for a longer period, the RECIPIENT
must obtain a specific and prior time extension in writing from “{COMPANY FIRST NAME}”.

Article 6. Possession of material for execution of duties

The RECIPIENT may be provided equipment by “{COMPANY FIRST NAME}” such as mobile telephone, laptop, Personal Computer to
 execute his job effectively. These equipment may be the property of “{COMPANY FIRST NAME}” or client/s of “{COMPANY FIRST NAME}”.
In the event of the severance of the employment the RECIPIENT shall return the said material in his position, immediately.

Article 7. Entire Agreement

This Agreement constitutes the sole and entire agreement between the parties relating to the subject matter and supersedes all prior
agreements or understandings, expressed or implied, between the parties hereto.

Article 8. Exceptions
“{COMPANY FIRST NAME}” agrees that the foregoing obligations shall not apply with respect to information that
(i) It was in the possession of the RECIPIENT or known by him/her prior to receipt from the “{COMPANY FIRST NAME}”, or It was rightfully
disclosed to the RECIPIENT by another person without restriction, or
(ii) it was independently developed by the RECIPIENT without access to such Proprietary Information, or
(iii) it is required to be disclosed pursuant to any statutory or regulatory authority or court order, provided the RECIPIENT has given the
“{COMPANY FIRST NAME}” prompt notice of such requirement and the opportunity to contest it.
(iv) The “{COMPANY FIRST NAME}” agrees that under any circumstances, the foregoing obligations shall not be applicable after expiry of five
(5) years from the date of disclosure of such proprietary information provided by “{COMPANY FIRST NAME}” to RECIPIENT

Article 9. Effective Date

This Agreement shall become effective on its execution with immediate effect.

Article 10. Modification

No modification or amendment of any of the provisions of this Agreement shall be binding unless it is in writing and mutually agreed.

Article 11. Applicable Law

This Agreement shall be governed according to the substantive laws in India.

Articles 12. Jurisdiction

The Courts at Bangalore shall have exclusive jurisdiction.

Article 13. Enforcement

13.1. The RECIPIENT acknowledges that any breach or threatened breach of this Agreement shall cause “{COMPANY FIRST NAME}”
irreparable harm and “{COMPANY FIRST NAME}” shall be entitled to take action / institute proceedings in any jurisdiction in the world with
any authorities against the RECIPIENT and to enforce any damages, claim etc., that “{COMPANY FIRST NAME}” may have against the
RECIPIENT.

13.2. Without limitation to “{COMPANY FIRST NAME}”’s rights set forth above, any dispute arising out of or in connection with this Agreement
which cannot be resolved by the parties acting in good faith, shall be finally settled and determined, by arbitration in accordance with the
Arbitration and Conciliation Act, 1996. The venue of arbitration shall be Bangalore only.

IN WITNESS WHEREOF the parties hereto have, themselves or through their duly authorized representatives, set and subscribed their respective hands the day, month
and
year first above written. SIGNED AND DELIVERED for and on behalf of “{COMPANY FIRST NAME}” India Pvt. Ltd., duly represented by its Director
“DIRECTOR’S NAME:
SIGNED AND DELIVERED by the RECIPIENT
BETWEEN “{COMPANY FIRST NAME}” INDIA PVT. LTD.&
______________________________________________________________________( Name & Signature )