This Nondisclosure Agreement (the "Agreement") is entered into by and between

_______________ with its principal offices at _______________ ("Disclosing Party") and

The parties agree to enter into a confidential relationship with respect to the use and
disclosure of certain proprietary and confidential information ("Confidential Information").

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" shall include any information,
material, data, or know-how, including trade secrets and proprietary information, that is not
generally known to the public and that is disclosed, either written or orally, to be or appears
to a reasonable person to be proprietary or confidential. If Confidential Information is in
written form, Disclosing Party shall label or stamp the materials with the word "Confidential"
or some similar warning. If Confidential Information is transmitted orally, Disclosing Party
shall promptly provide notice in writing indicating that such oral communication constituted
Confidential Information.

1. Receiving Party will hold the Confidential Information received from Disclosing
Party in strict confidence and will exercise a reasonable degree of care to prevent
disclosure to others.

2. Receiving Party will not disclose or divulge either directly or indirectly the
Confidential Information to others unless first authorized to do so in writing by
Disclosing Party management.

3. Receiving Party will not reproduce the Confidential Information nor use this
information commercially or for any purpose other than the performance of his/her
duties for Disclosing Party.

2. Exclusions from Confidential Information

Receiving Party's obligations under this Agreement do not extend to information that is:

(a) publicly known at the time of disclosure or subsequently becomes publicly known
through no fault of Receiving Party;

(b) discovered or created by Receiving Party before disclosure by Disclosing Party;

(c) learned by Receiving Party through legitimate means other than from Disclosing Party or
Disclosing Party's representatives;

(d) is disclosed by Receiving Party with Disclosing Party's prior written approval; or

(e) is disclosed as required or ordered by a court, administrative agency, or other

Receiving Party shall hold and maintain the Confidential Information in strictest confidence
for the sole and exclusive benefit of Disclosing Party. Receiving Party shall carefully restrict
access to Confidential Information to Receiving Partys, contractors, and third parties as is
reasonably required and shall require those persons to sign nondisclosure restrictions at least
as protective as those in this Agreement. Receiving Party shall not, without prior written
approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or
otherwise disclose to others, or permit the use by others for their benefit or to the detriment of
Disclosing Party, any Confidential Information. Upon written request by Disclosing Party,
Receiving Party shall immediately return to Disclosing Party any and all records, notes, and
other written, printed, or tangible materials in its possession pertaining to Confidential
Information. the receiving party will on the request of the disclosing party will delete any
such confidential information that the disclosing party seems fit, the receiving party shall not
have any rights over any information that was provided to the receiving party in confidence.

4. Rights in Confidential Information

Disclosing Party shall hold and maintain all rights, title, and interest in and to any
Confidential Information also will have the sole right to determine the treatment of all
inventions, writings, ideas and discoveries received from Receiving Party during the period
of employment with the disclosing party, including the right to keep the same as a trade
secret, to use and disclose the same without prior patent applications, to file copyright
registrations in its own name, or to follow any other procedure as the disclosing party may
deem appropriate.
This Agreement and the disclosure of any Confidential Information by Disclosing Party to
Receiving Party shall not be construed as granting Receiving Party any rights, title, or interest
in the Confidential Information, including any rights in copyright, trademark, patent, or any
other intellectual property right.

6. Term

The nondisclosure provisions of this Agreement shall survive the termination of this
Agreement and Receiving Party's duty to hold Confidential Information in confidence shall
remain in effect until the Confidential Information no longer qualifies as a trade secret or
confidential or until Disclosing Party sends Receiving Party written notice releasing
Receiving Party from this Agreement, whichever occurs first.

7. Governance

This Agreement shall be governed by and construed in accordance with the laws of the State
of Delhi without regard to its choice of law principles. Any disputes that relate to the
execution, interpretation, construction, performance, or enforcement of the Agreement will be
brought and resolved solely and exclusively in the state or federal courts of Delhi, India.

8. Relationship

Nothing contained in this Agreement shall be deemed to constitute either party a partner,
joint ventures, or Receiving Party of the other party for any purpose.
9. Termination

Receiving Party will, upon request or upon termination of his/her relationship with
Disclosing Party ,deliver to Disclosing Party any drawings, notes, documents, equipment, and
materials received from Disclosing Party or originating from employment with Disclosing
Party .

10. Severability

If a court finds any provision of this Agreement invalid or unenforceable, the remainder of
this Agreement shall be interpreted so as best to affect the intent of the parties.

11. Waiver

The failure by either party to exercise any right provided in this Agreement shall not be a
waiver of prior or subsequent rights.

12. Entire Agreement

This Agreement expresses the complete understanding of the parties with respect to the
subject matter and supersedes all prior proposals, agreements, representations, and
understandings. This Agreement may not be amended except in a written agreement signed
by both parties.

This Agreement and each party's obligations shall be binding on the representatives, assigns,
and successors of such party. Each party has signed this Agreement through its authorized
representative.

Disclosing Party Receiving Party

By: ____________________ By: ___________________

Printed Name: ___________ Printed Name: __________

Title: __________________ Title: __________________

Dated: _________________ Dated: _________________