(On Company Letterhead)

MUTUAL NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (hereinafter, the "Agreement") is entered into on this [Date] day of
[Month], 20[Year] (hereinafter, the "Effective Date")

BY AND BETWEEN

PARTY 1:

Name:

Address:

Represented by: (Position and Title)

(hereinafter referred to as the "First Party", which expression shall, where the context admits, include its
successors and permitted assigns)

AND

PARTY 2:

Name:

Address:

Represented by: (Position and Title)

(hereinafter referred to as the "Second Party", which expression shall, unless repugnant to the meaning or
context hereof, be deemed to include its successors and permitted assigns)

The Party of First and the Second Part are individually referred to as the "Party" and collectively referred to
as the "Parties".

WHEREAS the Parties intend to participate in discussions to explore a potential business relationship, and
during such discussions or the course of the business relationship, they may share information that is
confidential and proprietary, for the purpose of enabling the Parties to interact and work productively
(hereinafter referred to as the "Purpose");

WHEREAS the Parties desire to protect such Confidential Information and ensure that it is not disclosed to
any third party without the permission of the Party providing such information.

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NOW, THEREFORE, THIS AGREEMENT WITNESSES AND IT IS HEREBY AGREED BY AND BETWEEN THE
PARTIES HERETO AS FOLLOWS:

1. CONFIDENTIAL INFORMATION :

a. For purposes of this Agreement, "Confidential Information" means and includes all information or
material that has or could have commercial value or other utility in the business in which Parties
are engaged. It includes any data or information that is proprietary to the Parties and not generally
known to the public, whether in tangible or intangible form, whenever and however disclosed. This
includes but is not limited to:
(i) Trade secrets, proprietary documents, business plans, processes, structures, or
practices.
(ii) Marketing strategies, financial information, projections, and business plans related
to the Parties' activities.
(iii) Information related to project execution costs or service delivery.
(iv) Plans for products or services and client or partner lists.
(v) Algorithms, software, designs, processes, procedures, formulas, source code,
object code, flow charts, databases, technology, or methods.
(vi) Concepts, reports, data, know-how, works-in-progress, designs, development tools,
specifications.
(vii) Invoices, bills, email communications, mobile text communications, and any other
communication related to the projects, products, or services undertaken by either
of the Parties for the other Party or on behalf of the other Party or its vendors.
(viii) Any other information that should reasonably be recognized as the
confidential information of the other Party.

b. Confidential Information need not be novel, unique, patentable, copyrightable, or constitute a

c. The Parties shall use the Confidential Information solely for and in connection with the Purpose.

d. Notwithstanding any other provision of this Agreement, the Parties acknowledge that Confidential
Information shall not include any information that:
(i) Is or becomes legally and publicly available to either Party without breach of this
Agreement.
(ii) Was rightfully in the possession of either Party without any obligation of confidentiality.
(iii) Is disclosed or is required to be disclosed under any relevant law, regulation, or court
order, provided the other Party is given prompt notice of such requirement or order, and
the scope of such disclosure is limited to the extent possible.

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2. NON-DISCLOSURE:

a. The Parties shall use the Confidential Information only for the Purpose and shall not disclose any
part or summary or extract of the Confidential Information to any third party without the prior
written consent of the Party providing such information.

b. The Parties shall hold and keep in strictest confidence any and all Confidential Information and shall
treat the Confidential Information with the same degree of care and protection as they would treat
their own Confidential Information.

c. Either Party shall not disclose the details of materials or projects of the other Party to any
individual, person, or client of the other Party.

d. Either Party shall not copy or reproduce in any way (including storing in any computer or electronic
system) any Confidential Information without the prior written consent of the Party providing such
information.

e. Either Party shall not commercially or non-commercially use or disclose any Confidential
Information or materials derived therefrom to any other person or entity, other than employees in
direct employment of the other Party who have a need to have access to and knowledge of the
Confidential Information solely for the Purpose as defined above. Such persons shall be under
similar obligations of confidentiality and non-disclosure.

f. The Parties may not disclose Confidential Information to any third party under any circumstances,
regardless of whether the third party has executed a Non-Disclosure Agreement with either Party.

g. Both Parties agree to notify the other Party immediately if they learn of any unauthorized use or
disclosure of the Party's Confidential Information.

h. The Parties further acknowledge and agree that they shall not approach the clients of the other
Party for whom one Party has delivered a product or service on behalf of the other Party, either for
an existing project or any future projects.

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3. PUBLICATIONS:

Neither Party shall make news releases, public announcements, give interviews, issue or publish
advertisements, or publicize in any other manner whatsoever in connection with this Agreement, its
contents/provisions, other information relating to this Agreement, the Purpose, the Confidential
Information, or any other matter of this Agreement without the prior written approval of the other Party.
Further, neither Party shall use any photographs, videos, or other materials belonging or related to the
other Party in promotional content through electronic, print, or other mediums.

4. TERM:

a) This Agreement shall be effective from the Effective Date, and all non-disclosure provisions shall
continue to be in force even after the cessation of discussions or the business relationship between
the Parties.

b) Upon demand by either Party, the other Party shall immediately cease any and all disclosures or
uses of Confidential Information, promptly return or destroy all written, graphic, or other tangible
forms of the Confidential Information, and provide written certification of compliance.

5. TITLE AND PROPRIETARY RIGHTS :

a) The Party providing Confidential Information shall retain title and all intellectual property and
proprietary rights in the Confidential Information.

b) No license under any trademark, patent, or copyright, or application for the same, is either granted
or implied by the conveying of Confidential Information.

c) Neither Party shall conceal, alter, obliterate, mutilate, deface, or otherwise interfere with any mark
or notice of any other proprietary right of the other Party on any copy of the Confidential
Information.

d) The other Party shall not add or emboss its own or any other mark, symbol, or logo on the
Confidential Information.

6. RETURN OF CONFIDENTIAL INFORMATION :

Upon written demand by either Party, the other Party shall:

a) Cease using the Confidential Information.

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7. REMEDIES:

a) The Parties acknowledge that if either Party fails to comply with any of its obligations hereunder,
the other Party may suffer immediate, irreparable harm for which monetary damages may not be
adequate.
b) The Parties acknowledge that damages are not a sufficient remedy for any breach of the Party's
undertakings herein provided. The affected Party is entitled to specific performance or injunctive
relief (as appropriate) as one of the remedies for any breach or threatened breach of those
undertakings by the defaulting Party, in addition to any other remedies available to the affected
Party in law or in equity.

8. ENTIRE AGREEMENT, AMENDMENT, AND ASSIGNMENT :

This Agreement constitutes the entire agreement between the Parties relating to the matters discussed
herein and supersedes any and all prior oral discussions and written correspondence or agreements
between the Parties. This Agreement may be amended or modified only with the mutual written consent of
the Parties, by way of an addendum. Neither this Agreement nor any right granted hereunder shall be
assignable or otherwise transferable.

9. DISPUTE RESOLUTION :

a) Mediation: The Parties agree to first mediate any disputes or claims between them in good faith to
resolve the disputes amicably and share the cost of mediation equally.
b) Arbitration: In the event that mediation fails, any controversy or claim arising out of or relating to
this Agreement or breach of any duties hereunder shall be settled by Arbitration in accordance
with the Arbitration and Conciliation Act of India, 1996. All hearings will be held in [Location], India,
and shall be conducted in English. The Parties shall each appoint an arbitrator who shall then
appoint a sole arbitrator to preside over the Arbitration proceedings.

10. GOVERNING LAW AND JURISDICTION :

This Agreement shall be governed by and construed in accordance with the laws of India. Each party hereby
irrevocably submits to the exclusive jurisdiction of the courts of [Location], India, for the adjudication of any
dispute hereunder or in connection herewith.

11. MISCELLANEOUS :

a) No failure or delay by either Party in exercising or enforcing any right, remedy, or power hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise or enforcement of any
right, remedy, or power preclude any further exercise or enforcement thereof or the exercise or
enforcement of any other right, remedy, or power.
b) The failure of either Party to enforce its rights under this Agreement at any time for any period
shall not be construed as a waiver of such rights.

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c) In the event that any of the provisions of this Agreement shall be held by a court or other tribunal
of competent jurisdiction to be unenforceable, the remaining portions hereof shall remain in full
force and effect.
d) All obligations respecting the Confidential Information provided hereunder shall survive any
termination of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed these presents on the day, month, and year first
hereinabove written.

_____________________________ _________________________________

(First Party) (Second Party)

Name: Name:

Designation: Designation:

WITNESSES:

1. ______________________________ 2. ______________________________

Name: Name:

Address: Address:

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