MUTUAL NON DISCLOSURE AGREEMENT

This MUTUAL NON DISCLOSURE AGREEMENT (“this Agreement”) is entered into on Mmm
dd yyyy by and between

Acme Pvt Ltd (hereinafter referred to as ‘Company’, which expression shall, unless it be
repugnant to the context or meaning thereof, mean and include its successors, heirs and
permitted assigns), a company incorporated under the ++++, of the ONE PART;

AND

Super Consultant with operating from <give full address> Chennai, India (hereinafter referred
to as “CONSULTANT” which expression shall, unless it be repugnant to the context or
meaning thereof, mean and include its successors, heirs and permitted assigns), of the
OTHER PART:

COMPANY and the CONSULTANT shall hereinafter jointly be referred to as “Parties” and
individually as a “Party”.

W H E R E A S:-

The Parties herein have agreed to disclose, transmit, receive, and/or exchange certain
“Confidential Information” for the purpose of pursuing business opportunity of mutual benefit
(“the purpose”). This agreement seeks to protect the confidential information disclosed by
either party to the recipient party against misuse.

NOW THIS AGREEMENT WITNESSETH:

1. Interpretation:

In this Agreement “Confidential Information” means any and all information relating to the
Purpose, that is or has been received by one Party (the “Recipient Party”) from the other Party
(the “Disclosing Party”) (whether before or after the date of this agreement) in writing, visual,
digital, electronic or other machine readable form (including by fax and other forms of
electronic transmission) or orally or in circumstances which suggest the necessity and
significance of confidentiality; Confidential Information shall also mean and include all or any
part of any information, data, analysis, compilations, notes, extracts, materials, reports,
drawings, designs, specifications, data, graphs, charts, studies, memoranda or other
documents, or materials relating to either party’s operations and business affairs, products and
services (existing or planned), projects, technology, finances (including revenue projections,
cost summaries, pricing formulae), clientele, markets, or those of its clients or customers, or
any existing or future plans, market opportunities, forecasts or strategies in respect thereof;

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together with any ideas, concepts, formulas, methods, know how, trade secrets, designs,
research, development or improvements, specifications, techniques, processes, algorithms,
schematics, samples, computer programs, source codes, testing procedures, software design
and architecture, computer code, internal documentation, design and function specifications,
service and technical records, service strategies or operational techniques, methods or
policies, product requirements, problem reports, analysis and performance information;
customer lists, details of customers or suppliers, information relating to persons employed; or
any other data of any kind relating to or created by one Party for the other or which is derived
from, contains, refers, reflects or leads to any of the above, but excludes information which:

a. is publicly available at the time of its disclosure; or

b. becomes publicly available following disclosure (other than as a result of disclosure by

the Recipient Party or any other person contrary to the terms of this Agreement); or

c. is already known to or was lawfully in the possession of the Recipient Party prior to
disclosure under this Agreement (as can be demonstrated by Recipient Party’s written
records or other reasonable evidence free of any restriction as to its use or disclosure
prior to its being disclosed); or

d. is or has been independently developed by the Recipient Party without using or

referring to the Confidential Information;

Confidential Information shall not be deemed to be in the public domain merely because any
part of said information is embodied in general disclosures or because individual features,
components or combinations thereof are known to the public.

2. Confidentiality:

2.1 The Recipient Party agrees to regard, preserve and keep as secret and confidential all
Confidential Information of the Disclosing Party or its clients or any member of their group
howsoever obtained. In maintaining confidentiality hereunder, the Recipient Party agrees,
accepts, warrants and covenants that it shall not, either on its own account or jointly with
or for any other person, firm, company or any other contractor, without obtaining the written
consent of the Disclosing Party;

a. disclose, transmit, reproduce or make available any such Confidential Information to

any person firm, company or any other contractor other than its personnel and its
external advisors, who need to know the same in connection with the Purpose
mentioned aforesaid; or

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b. use the Confidential Information for any purpose other than in connection with the
purpose mentioned aforesaid; or

c. use any such Confidential Information for its own benefit or the benefit of others or do
anything prejudicial to the interests of the Disclosing Party or its clients or any member
of their group or their projects.

Neither Party shall disclose, announce or otherwise publicize the existence of its association
with the other Party or the existence of the project with the other Party or any other
arrangement (existing or possible) between the other Party and its clients or itself in connection
with any project/assignment.

2.2 The Recipient Party also agrees, accepts and warrants that it shall:

a. use at least the same degree of care in safeguarding such Confidential Information as
it uses for its own confidential information of like importance and such degree of care
shall be at least that which is reasonably calculated to prevent such inadvertent
disclosure;

b. keep the Confidential Information and any copies thereof secure and in such a way so
as to prevent unauthorized access by any third party;

c. limit access to such Confidential Information to those of its personnel or partners who
are directly involved in the consideration/evaluation of the Confidential Information and
bind each of its personnel so involved to protect the Confidential Information in the
manner prescribed in this Agreement; and

d. upon discovery of any disclosure or suspected disclosure of Confidential Information,

to promptly inform the Disclosing Party of such disclosure in writing and, to the extent
such (suspected) disclosure is caused by the Recipient Party, immediately return to
the Disclosing Party all such information, in whatsoever form, including any and all
copies thereof.

3. Return or destruction:

The Recipient Party shall, upon completion of the Purpose mentioned aforesaid or at any time
on receipt of a written demand from the Disclosing Party:

a. immediately return or destroy all written Confidential Information and all copies thereof
provided to, or produced by, it or its advisers, as the case may be, which is in such
Party’s possession or under its custody and control;

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b. to the extent practicable, but without prejudice to the obligations of confidentiality
herein, immediately destroy all analyses, compilations, notes, studies, memoranda or
other documents prepared by it or its advisers to the extent that the same contain,
reflect or derive from Confidential Information relating to the Disclosing Party;

c. so far as it is practicable to do so (but, in any event, without prejudice to the obligations

of confidentiality contained in this Agreement), immediately expunge any Confidential
Information relating to the Disclosing Party or its clients or any member of their group
or their projects from any computer, word processor or other device in its possession
or under its custody and control;

4. Permitted disclosure:

The provisions of paragraph 2 shall not restrict any disclosure required by law or by any court
of competent jurisdiction, the rules and regulations of any recognized stock exchange or any
enquiry or investigation by any governmental, official or regulatory body which is lawfully
entitled to require any such disclosure provided that prior to such disclosure, the Recipient
Party shall promptly notify the Disclosing Party in writing of such requirement to enable the
Disclosing Party to undertake such steps as it may deem fit.

5. Ownership of Information:

The Confidential Information and copies thereof, in whatsoever form shall at all times remain
the property of the Disclosing Party or its clients and its disclosure shall not confer on the
Recipient party any rights (including any intellectual property rights) over the Confidential
Information whatsoever beyond those contained in this Agreement.

6. Intellectual Property Rights:

The Recipient Party shall neither disclose, share, part with Intellectual Property Rights related
information to any third party nor these information for its own benefit. The Parties shall own
their respective Intellectual Property Rights.

7. No Representation:

Neither the disclosure, transmission receipt or exchange of Confidential Information nor

anything else in this Agreement will constitute an offer by or on behalf of the Disclosing Party
or be construed as soliciting any business or organization changes or any assurance of any
business commitment or an inducement to incur / undertake any obligations not specified
herein and neither Party will be under any obligation to accept any offer or proposal which may
be made by the other or on behalf of such other Party. Neither the Confidential Information nor
anything else in this Agreement will commit or bind the other Party to enter into a contract or

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otherwise or form the basis of any contract which will be constituted solely by any final
agreement(s) negotiated and entered into between the Parties to this Agreement.

8. No Obligation:

1. The Disclosing Party shall not be required to disclose any particular information to the
Recipient Party and the disclosure of any information is entirely voluntary and is not
intended to, and shall not create any contractual or other relationship or obligation of
any kind beyond the terms of this Agreement. Further, nothing contained herein nor
any exchange of information as contemplated hereunder, shall be construed as any
Party granting or conferring upon the other, any rights, license or authority in or to the
information disclosed, transmitted, received, exchanged or otherwise. No Party shall
rely on the information so disclosed, transmitted, received or exchanged as a
commitment or an inducement to act or not to act in any given manner and save as
otherwise provided in this Agreement it is further agreed that no Party shall be liable
to the other in any manner whatsoever for any decisions, obligations, costs or
expenses incurred by the other by placing reliance on the Confidential Information so
disclosed, transmitted, received or exchanged. Further any disclosure, transmission,
receipt or exchange of information under this Agreement shall not be construed as
creating warranties/ assurances/ representations of any kind in connection with such
Information or constituting or implying any representation in respect of the Information
so disclosed, transmitted, received or exchanged. Further, Nothing contained in this
Agreement or in any discussions undertaken or disclosures made pursuant hereto
shall be deemed a commitment by Disclosing Party to engage in any business
relationship, contract or future dealing with the Receiving Party nor will the Receiving
Party be under any legal or contractual obligation of any kind whatsoever to enter into
any business relationship with the Disclosing Party.

9. Indemnity:

The Recipient Party further agrees to indemnify the Disclosing Party against all consequences,
costs, loss, damages and/or other liability that such Disclosing Party may pay or suffer or incur
or that may be caused due to or arising from any breach of any of terms, conditions, obligations
and/ or restrictions provided for under this Agreement.

10. Remedies and Relief:

The Parties hereto acknowledge that remedies at law may be inadequate to protect the
Disclosing Party or its clients against any actual or threatened breach of this Agreement by
the Recipient Party, and, without prejudice to any other right and remedies otherwise available
to the Disclosing Party or its clients, the Recipient Party agrees to the granting of injunctive
relief in favour of the Disclosing Party upon proof of actual damage.

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11. No Assignment:

This Agreement shall not be assigned by either party, by operation of law or otherwise, without
the prior written consent of the other Party. This Agreement shall inure to the benefit of and
will be binding upon the parties’ respective successors, heirs and permitted assigns.

12. Term:

This Agreement shall be effective as of the date first written above and shall remain in force
for a period of 1 year or till the execution of definitive contracts relating to the proposed
business opportunity, the “purpose” whichever is earlier. This Agreement may be terminated
by either Party by giving the other Party no less than thirty (30) days prior written notice
however, that, notwithstanding anything herein to the contrary, Receiving Party’s obligations
with respect to each item of the Confidential Information will survive irrespective of the
termination of this Agreement.

13. Survival and Severability:

The confidentiality and non-disclosure obligations under this Agreement shall survive any
termination thereof. In the event that any of the provisions contained in this Agreement is
found to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction,
the validity, legality, or enforceability of the remaining provisions contained in this Agreement
will not be in any way affected or impaired by such a finding.

14. Delay or Waiver:

No delay or failure of either Party in exercising any right hereunder and no partial or single
exercise thereof shall be deemed of itself to constitute a waiver or an expectation of non-
enforcement of such right or any other rights hereunder. No waiver of any provision of this
Agreement shall be valid unless the same is in writing and signed by the Party against whom
such waiver is sought to be enforced. A waiver or consent given by either Party on any one
occasion is effective only in that instance and will not be construed as a bar to or waiver of any
right on any other occasion.

15. Notices:

Notices as required by this Agreement shall be sent to the Parties at the addresses mentioned
first herein above or such other addresses as the Parties may designate from time to time, and
shall be sent by certified or registered mail with acknowledgement due on receipt.

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16. Dispute Resolution & Governing Law:

Any dispute or disagreement arising between the Parties in connection with the interpretation
of any article or provision of this Agreement, or the compliance or noncompliance therewith,
or the validity or enforceability thereof, or any other dispute related to this Agreement which is
not settled to the mutual satisfaction of the Parties within thirty (30) days (or such longer period
as may be mutually agreed upon) from the date that either Party informs the other, in writing,
that such dispute or disagreement exists, shall be settled by arbitration. The venue of
arbitration shall be held in Bangalore and be conducted in the English Language and all issues
and matters arising therein shall be construed in accordance with and be governed by the laws
in India. The arbitral tribunal shall be composed of three arbitrators, one arbitrator to be
appointed by each Party, and a third arbitrator to be appointed by such arbitrators. The award
of the arbitrator shall be final and conclusive and binding upon the Parties, and the Parties
shall be entitled (but not obliged) to enter judgment thereon in any one or more of the highest
courts having jurisdiction. Neither Party shall seek to resist the enforcement of any award in
India on the basis that award is not subject to such provisions. The rights and obligations of
the Parties under, or pursuant to, this Clause, including the arbitration agreement in this
Clause, shall be under the exclusive jurisdiction of the Courts at Bangalore.

The Parties agree that this Agreement shall be governed by and be construed in accordance
with the laws of India.

17. Entire Agreement:

This Agreement, including all Annexures, Exhibits and Schedules (if any) attached hereto,
shall constitute the entire agreement amongst the parties hereto. It shall supersede all prior or
contemporaneous oral or written communications, proposals, conditions, representations and
warranties and prevails over any conflicting or additional terms of any quote, order,
acknowledgement or other communication between the parties relating to its subject matter
during the term of this Agreement.

18. Headings:

The headings given herein above are for ease of reference only and shall not attach or have
any effect/ meaning whatsoever contrary to what is stated in this Agreement.

19. Counterparts:

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This Agreement has been signed in duplicate, each of which shall be deemed to be an original.
The exchange of a fully executed Agreement (in counterparts or otherwise) by fax shall be
sufficient to bind the parties to the terms and conditions of this Agreement.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO

BE EXECUTED BY THEIR AUTHORIZED REPRESENTATIVES ON THIS DAY OF,

For Consultant For Acme Pvt Ltd.,

Name: Super Consultant Name: ++++

Designation: Consultant Designation: ++++
Date: ++++ Date: ++++
Place: ++++ Place: ++++

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