NON-DISCLOSURE AGREEMENT

(To be signed by the POA holder of the Receiving Entity)

THIS NON-DISCLOSURE AGREEMENT (the "Agreement”) is entered into on the ____day of

___________ between

Power Grid Corporation of India Limited, a company incorporated under the laws of
Companies Act 1956 and having its Registered Office at B-9, Qutab Institutional Area, Katwarai
Sarai, New Delhi–110 016 and its Corporate Office at `Saudamini’, Plot No.-2, Sector-29,
Gurgaon (Haryana) - 122001 (hereinafter called "Disclosing Party" and also referred to as
“POWERGRID”),

and

M/s ............. (Name of Firm requesting for issuance of Bidding Documents) ............, a company
incorporated under the laws of Companies Act 1956 and having its Registered Office at
………....(Registered address of Firm requesting for issuance of Bidding Documents) ...............
(hereinafter called "Receiving Party")

The “Disclosing Party” and “Receiving Party” shall hereinafter be collectively referred to as
“Parties” and individually as “Party”.

WHEREAS

1. POWERGRID (the “Disclosing Party”) intends to participate in the Bidding process

undertaken by the Bid Process Coordinator (hereinafter referred to as the “BPC”) for
selection of the Transmission Service Provider (TSP) for establishing ‘ Transmission System
for Evacuation of Power from potential renewable energy zone in Khavda area of Gujarat under
Phase-IV (7GW) Part E2’ (hereinafter referred to as the “Project”) under Tariff Based
Competitive Bidding (TBCB) framework of the Ministry of Power, Govt. of India.

2. To facilitate in making its competitive bid to BPC, POWERGRID has undertaken Invitation
for Bids (IFB) process for Pre-Bid Tie up for 765kV GIS Pkg-SS-39T, a). Augmentation of
transformation capacity at KPS2 (GIS) with 4x1500MVA ICT (in Section-I & II) associated with
“Transmission System for Evacuation of Power from potential renewable energy zone in Khavda
area of Gujarat under Phase-IV (7GW) Part E2” through TBCB route prior to RfP bid submission
by POWERGRID to BPC under Spec. No. CC/T/W-GIS/DOM/A02/23/11156.

3. The Receiving Party is desirous of associating with POWERGRID to facilitate it in preparing

a competitive bid for BPC bidding after assessing the Bidding Documents and its
subsequent Amendments & Clarifications (if any) for the Package mentioned at para 2.0
above (hereinafter referred to as the “Proposed Transaction”).

4. The Disclosing Party contemplates that with respect to the Proposed Transaction, it may
exchange certain information, material and documents relating to the aforesaid Package as
well as Project inter-alia including but not limited to maps, diagrams, plans, statistics,
designs, reports, drawings and supporting records or material documents or software
(hereinafter referred to as “Confidential Information”, more fully detailed in Clause 5
herein below) that the Disclosing Party regards as proprietary, confidential and
trade/business secret; and

1|Page
NOW THEREFORE, in consideration of the above, the following understanding is mutually
agreed upon by and between the Parties for entering into a Non-Disclosure Agreement for Pre-
Bid Tie up for 765kV GIS Pkg-SS-39T, a). Augmentation of transformation capacity at KPS2 (GIS)
with 4x1500MVA ICT (in Section-I & II) associated with “Transmission System for Evacuation of
Power from potential renewable energy zone in Khavda area of Gujarat under Phase-IV (7GW) Part
E2” through TBCB route prior to RfP bid submission by POWERGRID to BPC under Spec. No.
CC/T/W-GIS/DOM/A02/23/11156 as follows:

5. Definition of Confidential Information

(a) For purposes of this AGREEMENT, “Confidential Information” means any data or
information that is proprietary to the Disclosing Party and not generally known to the
public, whether in tangible or intangible form, in whatever medium provided, whether
unmodified or modified by Receiving Party or its Representatives (as defined herein),
whenever and however disclosed, including, but not limited to: (i) any concepts, maps,
reports, diagrams, data, know-how, works-in-progress, designs, development tools,
specifications, computer software, flow charts, databases, inventions, information and
trade secrets; ii) any strategies, plans, financial information, or projections, business plans
and performance results relating to the past, present or future business activities of
Disclosing Party, its affiliates, subsidiaries and affiliated companies; (iii) plans for
products or services, and customer or supplier lists; (iv) any scientific or technical
information, invention, design, drawing, process, procedure, formula, improvement,
technology or method; (v) any other information that should reasonably be recognized as
confidential information of the Disclosing Party; and (vi) any information generated by
the Receiving Party or by its Representatives that contains, reflects, or is derived from any
of the foregoing. Confidential Information need not be novel, unique, patentable,
copyrightable or constitute a trade secret in order to be designated Confidential
Information. The Receiving Party acknowledges that the Confidential Information is
proprietary to the Disclosing Party, has been developed and obtained through great
efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential
Information as trade secrets.

(b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall
not include information which:

i) was lawfully possessed, as evidenced by the Receiving Party’s records, by the

Receiving Party prior to receiving the Confidential Information from the Disclosing
Party;

ii) becomes rightfully known by the Receiving Party from a third-party source not under
an obligation to Disclosing Party to maintain confidentiality;

iii) is generally known by the public through no fault of or failure to act by the Receiving
Party inconsistent with its obligations under this Agreement;

iv) is required to be disclosed in a judicial or administrative proceeding, or is otherwise

requested or required to be disclosed by law or regulation, although the requirements
of paragraph 8 hereof shall apply prior to any disclosure being made; and

2|Page
 v) is or has been independently developed by the Receiving Party without violation of the
terms of this Agreement, as evidenced by the Receiving Party’s records, and without
reference or access to any Confidential Information.

6. Disclosure of Confidential Information

From time to time, the Disclosing Party may disclose Confidential Information to the
Receiving Party. The Receiving Party shall:

(a) refrain from disclosing, reproducing, summarizing and/or disseminating Confidential

Information except in connection with the Proposed Transaction

(b) limit disclosure of any Confidential Information to its directors, officers, employees,
agents, Parent/principal, Subsidiary/Group companies or representatives (collectively
“Representatives”) on a need-to-know basis for the Proposed transaction

(c) advise its Representatives of the proprietary nature of the Confidential Information
and of the obligations set forth in this Agreement, require such Representatives to be
bound by written confidentiality restrictions no less stringent than those contained
herein, and assume full liability for acts or omissions by its Representatives that are
inconsistent with its obligations under this Agreement;

(d) keep all Confidential Information strictly confidential by using a reasonable degree of
care, but not less than the degree of care used by it in safeguarding its own
confidential information; and

(e) not disclose any Confidential Information received by it to any third parties except for
the ones in connection with the Proposed Transaction. In such cases, the Receiving
Party shall have executed or shall execute appropriate written agreements with such
parties in a form and manner sufficient to enable the Receiving Party to enforce all the
provisions of this Agreement.

(f) execute appropriate written agreements with Joint Venture Partner(s) or Associate(s)
proposed by it in a form and manner similar to the subject Agreement.

7. Use of Confidential Information

The Receiving Party agrees to use the Confidential Information solely in connection with
the Proposed Transaction between the parties and not for any purpose other than as
authorized by this Agreement without the prior written consent of an authorized
representative of the Disclosing Party. No other right or license, whether expressed or
implied, in the Confidential Information is granted to the Receiving Party hereunder. Title
to the Confidential Information will remain solely in the Disclosing Party. All use of
Confidential Information by the Receiving Party shall be for the benefit of the Disclosing
Party and any modifications and improvements thereof by the Receiving Party shall be the
sole property of the Disclosing Party.

8. Compelled Disclosure of Confidential Information

Notwithstanding anything in the foregoing to the contrary, the Receiving Party may
disclose Confidential Information pursuant to any governmental, judicial, or
administrative order, provided that the Receiving Party promptly notifies, to the extent

3|Page
 practicable, the Disclosing Party in writing of such demand for disclosure so that the
Disclosing Party, at its sole expense, may seek to make such disclosure subject to a
protective order or other appropriate remedy to preserve the confidentiality of the
Confidential Information; provided that the Receiving Party will disclose only that portion
of the requested Confidential Information that, in the written opinion of its legal counsel,
it is required to disclose. The Receiving Party agrees that it shall not oppose and shall
cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to
any such request for a protective order or other relief. Notwithstanding the foregoing, if
the Disclosing Party is unable to obtain or does not seek a protective order and the
Receiving Party is legally requested or required to disclose such Confidential Information,
disclosure of such Confidential Information in terms of the said order may be made
without liability.

9. Term

This Agreement shall remain in effect from the date of execution of this Agreement till the
time BPC declares the successful bidder for the Project mentioned at S. No. 1 above or
annuls the tendering process for the same, whichever is earlier. Further, this Agreement
shall continue to be in force for the Term (stated herein above) until terminated by mutual
agreement by both the Parties.

Notwithstanding the foregoing, the Receiving Party’s duty to hold in confidence

Confidential Information that was disclosed during term shall remain in effect
indefinitely.

10. Remedies

Both parties acknowledge that the Confidential Information to be disclosed hereunder is

of a unique and valuable character, and that the unauthorized dissemination of the
Confidential Information would destroy or diminish the value of such information. The
damages to Disclosing Party that would result from the unauthorized dissemination of the
Confidential Information would be impossible to calculate. Therefore, both parties hereby
agree that the Disclosing Party shall be entitled to injunctive relief preventing the
dissemination of any Confidential Information in violation of the terms hereof. Such
injunctive relief shall be in addition to any other remedies available hereunder, whether at
law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including
attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation
relating to this Agreement, the prevailing party shall be entitled to recover its reasonable
attorney’s fees and expenses.

11. Notice of Breach.

Receiving Party shall notify the Disclosing Party immediately upon discovery of, or
suspicion of, (1) any unauthorized use or disclosure of Confidential Information by
Receiving Party or its Representatives; or (2) any actions by Receiving Party or its
Representatives inconsistent with their respective obligations under this Agreement,
Receiving Party shall cooperate with any and all efforts of the Disclosing Party to help the
Disclosing Party regain possession of Confidential Information and prevent its further
unauthorized use.

12. No Binding Agreement for Transaction

4|Page
 The parties agree that neither party will be under any legal obligation of any kind
whatsoever with respect to a Transaction by virtue of this Agreement, except for the
matters specifically agreed to herein. The parties further acknowledge and agree that they
each reserve the right, in their sole and absolute discretion, to reject any and all proposals
and to terminate discussions and negotiations with respect to a Transaction at any time.
This Agreement does not create a joint venture or partnership between the parties. If a
Transaction goes forward, the non-disclosure provisions of any applicable transaction
documents entered into between the parties (or their respective affiliates) for the
Transaction shall supersede this Agreement. In the event such provision is not provided
for in said transaction documents, this Agreement shall control.

13. Warranty.

No Warranties are made by either Party under this Agreement whatsoever. The parties
acknowledge that although they shall each endeavor to include in the Confidential
Information all information that they each believe relevant for the purpose of the
evaluation of a Transaction, the parties understand that no representation or warranty as
to the accuracy or completeness of the Confidential Information is being made by the
Disclosing Party. Further, neither party is under any obligation under this Agreement to
disclose any Confidential Information it chooses not to disclose. The Disclosing Party
shall have no liability to the Receiving Party (or any other person or entity) resulting from
the use of the Disclosing Party's Confidential Information or any reliance on the accuracy
or completeness thereof.

14. Miscellaneous.

(a) This Agreement constitutes the entire understanding between the parties and
supersedes any and all prior or contemporaneous understandings and agreements,
whether oral or written, between the parties, with respect to the subject matter
hereof.

(b) All modifications and Amendments to this Agreement must be made in writing.

(c) Any failure by either party to enforce the other party’s strict performance of any
provision of this Agreement will not constitute a waiver of its right to subsequently
enforce such provision or any other provision of this Agreement.

(d) Although the restrictions contained in this Agreement are considered by the parties
to be reasonable for the purpose of protecting the Confidential Information, if any
such restriction is found by a court of competent jurisdiction to be unenforceable,
such provision will be modified, rewritten or interpreted to include as much of its
nature and scope as will render it enforceable. If it cannot be so modified, rewritten
or interpreted to be enforceable in any respect, it will not be given effect, and the
remainder of the Agreement will be enforced as if such provision was not included.

(e) Any notices or communications required or permitted to be given hereunder shall

be in writing and shall be delivered by hand, courier or electronic-mail, in each case,
to the address of the other party first indicated above (or such other addressee as
may be furnished by a party in accordance with this paragraph). All such notices or
communications shall be deemed to have been given and received (a) in the case of
personal delivery or electronic-mail, on the date of such delivery, (b) in the case of
delivery by courier, on the seventh business day following dispatch. In proving the

5|Page
 fact of dispatch, it shall be sufficient to show that the envelope containing such
notice was properly addressed, stamped and conveyed to the postal authorities or
courier service for transmission by special courier. Provided further that whenever
the postal authorities or courier service provide a proof of delivery, the same shall
also be applicable for presenting the fact of dispatch.

(f) This Agreement is personal in nature, and neither party may directly or indirectly
assign or transfer it by operation of law or otherwise without the prior written
consent of the other party, which consent will not be unreasonably withheld. All
obligations contained in this Agreement shall extend to and be binding upon the
parties to this Agreement and their respective successors, assigns and designees.

(g) The receipt of Confidential Information pursuant to this Agreement will not
prevent or in any way limit either party from: (i) developing, making or marketing
products or services that are or may be competitive with the products or services of
the other; or (ii) providing products or services to others who compete with the
other.

(h) Paragraph headings used in this Agreement are for reference only and shall not be
used or relied upon in the interpretation of this Agreement.

(h) This Agreement shall be governed by and interpreted in accordance with laws of
Union of India and the Courts of New Delhi shall have exclusive jurisdiction in all
maters arising under this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
first above written.

Signed by for and Signed by for and

on behalf of the Disclosing Party on behalf of the Receiving Party

Name:

Designation:

6|Page