Non-Disclosure Agreement

This Non-Disclosure Agreement (Agreement) is entered in to and made effective from …. July 2010, by and between
Davanam Constructions Sdn Bhd, Malaysia (First Party), and ………………………………………………………………………….(Second Party).

The Parties agree as follows:

1. Confidential information: The confidential, proprietary, and trade secret information of either Party. “Trade
Secret” is defined for the purpose of this Agreement to include all information & materials which the either
Party may obtain, be exposed to, or develop in the course of the interactions with the other Party, and includes,
but is not limited to any and all business information, technical and non-technical information including patent,
copyright, proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes,
apparatus, equipment, information related to the past, current, future business of the respective Party. It would
also include but not be limited to either Party’s information concerning research, experimental work,
engineering, financial information, purchasing, customer lists, business plans and forecasts, business
opportunities, project information, marketing plans, vendor lists, personnel information and / or proprietary or
confidential information of any third party disclosed to the other Party in the course of either Party’s business.
2. Obligation of the Parties: Both Parties will maintain the confidentiality of the Confidential information, and
would take reasonable degree of care to protect them. Parties will not disclose any of the Confidential
information to any employees or to any third parties except to the Party’s employees, its group companies, and
related parties, who have a need to know and who agree to abide by the non-disclosure terms set forth herein;
provided that the Party would be liable for breach by any such entity / person. For the purposes of this
agreement, the term employees shall include independent contractors of the Parties. The Parties will not make
any copies of the Confidential information received from the other Party except as necessary for its employees,
group companies, and related parties with a need to know.
3. Period of Non-Assertion: Parties will not assert any claims of breach of this Agreement or misappropriation of
trade secrets against the other Party arising from the Party’s disclosure of the other Party’s Confidential
information made more than 8 years from the date of disclosure. However unless atleast one of the exceptions
set forth in para 4 below has occurred, the Parties will continue to treat such Confidential information as the
Confidential information, and only disclose any such information to the third parties under the terms of a non-
disclosure agreement.
4. Termination of obligation of Confidentiality: Parties will not be liable for the disclosure of any Confidential
information which is:
a. Rightfully in the public domain other than by a breach of the Parties
b. Rightfully received from a third party without any obligation of confidentiality
c. Rightfully known to the Party without any limitation on use or disclosure prior to its receipt from the
other Party
d. Generally made available to third parties by Parties without restriction on disclosure
5. Title: Title and the right to possess Confidential information will remain with respective Party.
6. Termination: Either party may terminate this Agreement at any time upon written notice to the other party.
Parties’ obligations with respect to Confidential information disclosed during the term of this Agreement will
survive any such termination. Either Party may at any time cease giving Confidential information to the other
Party without any liability, and / or request in writing the return or destruction of all or part of its Confidential
information previously disclosed, and all copies thereof. The other Party will promptly comply with such
request, and certify in writing its compliance.
7. General:
a. This Agreement is neither intended to nor will it be construed as creating a joint venture, partnership
or other form of business association between the Parties.
b. Parties understand and acknowledge that no license under any patents, copyrights, or trademarks is
granted to or conferred upon by either Parties in this Agreement or by the disclosure of any
Confidential information by one Party to the other as contemplated hereunder, either expressly, by
implication, inducement or otherwise.
c. The failure of one Party to enforce any rights resulting from the breach of any provisions of this
Agreement by the other will not be deemed a waiver of any rights relating to a subsequent breach of
such provision or of any other rights.
d. The Laws of India with the Bangalore jurisdiction will govern this Agreement.
e. This Agreement constitutes the sole and entire agreement between the Parties with respect to
Confidential information and all restrictions thereon.
f. This Agreement is executed in duplicate with a copy for both the Parties.

Signed for First Party Signed for Second Party

(Authorised signatory) (Authorised Signatory)

Name: D V Harish Name:
Designation: Director Designation: