CONFIDENTIALITY AGREEMENT

Made and entered into by and between

Parties

EcoCapita Consulting Private Limited a company incorporated in India registration

number U74140MP2009PTC022584, whose registered address is at D,005, Sagar
Premium Towers, Kolar Road, Bhopal, MP, India, herein referred to as “Client”
and
[Company name] a company incorporated in [country] (registration number [o]), whose
registered address is at [o]

(collectively referred to as: the “Parties”)

Taking into consideration

A. The Parties have expressed their non-binding interest to share information and
explore the possibility to come to an agreement on developing a certain
project (hereinafter called the “Project”).
B. The Parties expect to disclose to each other, orally or in a visual or written
(including electronic, graphic or any other) form, certain proprietary
confidential business, technical or know-how information or data, as well as
other kind of confidential information relating to the Project. The Parties desire
to protect the Confidential Information from unauthorized use and disclosure
by entering into this confidentiality agreement (the “Agreement”).
C. The Agreement shall not oblige either Party to continue its pursuit to come to
an agreement with respect of the Project or to enter into any further
agreement or document related thereto.

Agree as follows

Confidential Information
1. For the purposes of the Agreement “Confidential Information” includes all
information and material of whatever nature, whether orally or in a visual or
written (including electronic, graphic or any other) form, relating to the Project,
including the information which already has been exchanged between the Parties
in view of the discussions in respect thereof, which is provided by one Party (the
“Disclosing Party”) to the other Party (the “Receiving Party”). Each Party can
be the Disclosing Party and/or Receiving Party.

Scope of the Agreement

1. This Agreement shall not impose an obligation on the Disclosing Party to provide
information to the Receiving Party. This Agreement shall not oblige either Party to
continue its pursuit to come to an agreement in respect of the Project or enter
into any further agreement or document related thereto.

Non-disclosure

1. The “Receiving Party” acknowledges that the Confidential Information it has

received and will receive, directly or indirectly, from the Disclosing Party,
including the information which already has been exchanged between the Parties
in view of the discussions in respect thereof, will be kept strictly confidential and

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 the Receiving Party will protect the Confidential Information from unauthorized
use and disclosure to any third party in any manner whatsoever without the
Disclosing Party’s prior written consent, except as provided in clauses , 3, 4 and 5
below.

Permitted Disclosure
2. The Receiving Party may disclose the Confidential Information without the
Disclosing Party’s prior written consent only to the extent such information:

(a) becomes available to the Receiving Party on a non-confidential basis

from a source other than the Disclosing Party, provided that such
source has represented to the Receiving Party that it is not bound by a
confidentiality agreement or similar agreement with the Disclosing
Party or its Representatives or is not otherwise prohibited from
disclosing Confidential Information to the Receiving Party by any
contractual, legal or fiduciary obligation;
(b) was known to or lawfully in the possession of the Receiving Party prior
to the time of disclosure by the Disclosing Party, and with respect to
which there is no existing obligation of confidentiality;
(c) is developed independently by the Receiving Party or any of its
Representatives without the use of or reliance upon any of Confidential
Information disclosed by the Disclosing Party;
(d) is or becomes generally available to the public, other than through a
violation of this Agreement by the Receiving Party or any of its
Representatives; or
(e) is required to be disclosed under applicable law or by a governmental
order, decree, regulation or rule (provided that the Receiving Party
shall give written notice to the Disclosing Party prior to such Disclosure
to the extent possible under law).

3. The Receiving Party may disclose the Confidential Information, without the
Disclosing Party’s prior written consent to an Affiliated Company (as hereinafter
defined), provided that the Affiliated Company has been informed of this
Agreement and the need to maintain the confidentiality of information disclosed
to it. “Affiliated Company” shall mean any company or legal entity which (a)
controls either directly or indirectly a Party, or (b) which is controlled directly or
indirectly by such Party, or (c) is directly or indirectly controlled by a company or
entity which directly or indirectly controls such Party. “Control” means the right
to exercise 50% or more of the voting rights in the appointment of the directors of
such company.

4. The Receiving Party may disclose Confidential Information to its employees,

officers, agents, consultants and professional advisors (the “Representatives”)
to the extent such disclosure is reasonably necessary for the purpose of
conducting the necessary discussions in respect to the Project and the evaluation
of the Project activity.

5. The Parties may jointly agree to disclose certain parts of the Confidential
Information to a third-party whose involvement in the Project activity is deemed
beneficial, and is approved in writing by both Parties, on the understanding that
such a third-party has been informed of this Agreement and the need to maintain
the confidentiality of information disclosed to it.

Warranty

6. The Parties do not give any representation or warranty as to the accuracy or

completeness of their Confidential Information and the Disclosing Party shall have

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 no liability to the Receiving Party for damages connected to or resulting from the
use of their Confidential Information.

Use

7. Each of the Parties will use the Confidential Information only for the purpose of
conducting the necessary discussions in respect to the Project and the evaluation
of the Project activity, and for no other purpose, without prior written permission
of the other Party.
Liability

8. Neither Party shall be liable in an action initiated by one Party against the other
for special, indirect or consequential damages resulting from or arising out of this
Agreement, including, without limitation, loss of profit or business interruptions,
however the same may be caused.

Ownership

9. To the extent the Confidential Information was the property of the Disclosing
Party before the disclosure of it to the Receiving Party or its Representatives, the
Confidential Information remains the property of the Disclosing Party to the same
extent, and the Receiving Party acquires no ownership rights therein. The
Receiving Party or its Representatives shall not remove any copyright,
confidential, proprietary rights or intellectual property notices attached to or
included in any Confidential Information received from the Disclosing Party. The
Receiving Party shall reproduce all such notices on any copies.

Return of Confidential Information

10. Within thirty (30) days upon the written request of the Disclosing Party, the
Receiving Party or its Representatives will return, or if requested destroy, all
original Confidential Information of the Disclosing Party in the possession or
control of the Receiving Party or any of its Representatives. The Receiving Party’s
obligations under this Agreement shall, however, survive any such return or
destruction of the Confidential Information.

Non-circumvention

11. At any time prior to the expiration of 10 years from the date of this agreement, it
is expressly agreed that the identities of any individual or entity and any other
third parties including, without limitation, suppliers, customers, finical sources,
manufacturers and consultants) discussed and made available by the Disclosing
Party in respect of the Project and any related business opportunity shall
constitute Confidential Information and the Receiving Party or an Affiliated
Company or individual shall not, (without prior written consent of the Disclosing
Party):
a) directly or indirectly initiate, solicit, negotiate, contract or enter into any
business transactions, agreements or undertaking with any such third
party identified or introduced by the Disclosing Party; or
b) seek to by-pass, compete, avoid or circumvent the Disclosing Party in
respect of any business opportunity that relates to the Project by utilising
any Confidential Information or by otherwise exploiting or deriving benefit
from the Confidential Information.

12. The Recipient covenants that any financial gain made by it, or any associated
party, from a breach of clause 13 shall be held on trust for the benefit of the
Disclosing Party and then be transferred to a nominated account of the Disclosing
Party, until which time such outstanding amount shall incur interest at the rate of

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 4% per annum above EURIBOR from time to time. Such interest shall accrue on a
daily basis from the due date until actual payment of the overdue amount,
whether before or after judgment and the Recipient shall pay the interest
together with the overdue amount.

13. Clause 14 does not affect the Disclosing Party’s ability to also claim damages
should the covenants in clause 13 be breached in any way.

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Term

14. This Agreement shall terminate automatically on the date the Parties enter into a
further agreement which contains provisions covering the confidentiality of
information relating to the Project. Unless earlier terminated under the preceding
sentence, the confidentiality obligations set forth in this Agreement shall
terminate two (2) years after the effective date of this Agreement, unless
otherwise agreed in writing between the Parties. The effective date of this
Agreement shall be the date both Parties have signed this Agreement.

Relief

15. The Receiving Party acknowledges that remedies at law may be inadequate to
protect the Disclosing Party against any breach by the Receiving Party of this
Agreement. Without prejudice to any other rights and remedies otherwise
available, the Receiving Party agrees to the granting of injunctive relief in favour
of the Disclosing Party without proof of actual damage.

Termination

16. This Agreement may be terminated by either Party by way of written notice, to
take effect immediately provided such termination shall not affect the existing
obligations of either Party.

Governing Law and Jurisdiction

17. This Agreement shall be governed by and construed in accordance with the laws
Singapore and each Party hereby agrees to submit to the exclusive jurisdiction of
the Singapore Courts as regards any claim or matter arising under this
Agreement.

Severability

18. If any clause of this Agreement is partially or wholly invalid or unenforceable for
any reason, it shall be deemed to be severed from this Agreement, and its
invalidity or unenforceability will not affect any other provision of this Agreement.

Waivers

19. Failure of either Party at any time to enforce any provision of this Agreement shall
in no way affect the right to require performance of such provision thereafter. The
waiver of breach of any provision of this Agreement shall not mean a waiver of
any succeeding breach of such provision or waiver of the provision itself.

Amendments

20. No amendments, changes or modifications to this Agreement shall be valid except

if in writing and signed by a duly authorized representative of each of the Parties
herein.

Full and Complete

21. This Agreement comprises the full and complete agreement of the Parties hereto
with respect to the disclosure of the Confidential Information and supersedes and
cancels all prior communications, understandings and agreements between the
Parties hereto, whether written or oral, expressed or implied.

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In witness whereof, the duly authorized representatives of the Parties have signed this
Agreement

For and on behalf of For and on behalf of

EcoCapita Consulting Private Limited [Company name]

("CLIENT") ("Company Name")

By: By:
Name: [•]
Name: Atul Kumar Singh Title: [•]
Title: CEO & Managing Director Date: [•]
Date: 01/02/2022