CONFIDENTIALITY, NON DISCLOSURE AGREEMENT

This Confidentiality, Non Disclosure and Intellectual Property Assignment Agreement (the
“Agreement”) is entered into this [DATE] (the “Effective Date”) by and between ‘COMPANY
NAME a company incorporated under the laws of India with its principal place of business &
registered office at [address] hereinafter referred to as “Company”, and [Company] (the
“service provider”), represented by [Name] herein referred to as ‘Consultant’ having its office
at [Location]

(Each a “party” and collectively, the “parties”)

1. “Inventions” herein shall mean collectively and individually all inventions, discoveries,
developments, improvements, processes, formulae, algorithms, works of authorship
including software programs, user interfaces, and innovations whether patentable or not,
works of copyright or designs, which are conceived or made by the ‘Consultant', and the
‘Company’ either alone or jointly with others which: (A) relate in any manner to the
existing or contemplated business or research activities of Company, or (B) are suggested
by or result from the Consultant’s work at Company; or (C) result from the use of
Company time, materials, technology or facilities; or (D) work which is done for Company
off Company premises.

2. “Confidential Information” herein shall mean any and all technical and non-technical
information disclosed by the Company (“disclosing party”) or that the Company is
exposed to mutually or has access to that is marked or otherwise identified in writing as
confidential or proprietary and shall include, without limitation: (a) trade secrets, drawings,
works of authorship, know-how, techniques, software programs and software source
documents; (b) information regarding trade research, development, new service offerings
and products, marketing and selling plans, business plans, budgets and unpublished
financial statements, licensing and distribution arrangements, prices and costs, suppliers
and customers; (c) the existence of any business discussions, negotiations or agreements
of the disclosing party (d) any information regarding the skills, compensation and any other
information / issues of other Consultant / (s), contractors or other agents of the
Disclosing Party; and (e) the Inventions.

3. The Consultant acknowledges that the Confidential Information is a valuable, special and
unique asset proprietary to the Disclosing Party.

4. The Consultant agrees that the she will not make use of, reproduce, disseminate, or in any
way disclose to any person or entity, any Confidential Information of the Disclosing Party,
except to the extent explicitly permitted by the Disclosing Party in writing.

5. The Consultant agrees that it shall treat all Confidential Information of the Disclosing
Party with great degree of care and represents that it will exercise care for the protection
of the Confidential Information of the Disclosing Party.

6. All Confidential Information and materials furnished to the Consultant by the Disclosing
Party shall remain the property of the Disclosing Party. The Consultant shall promptly
return to the Disclosing Party all documents and any tangible material or medium
 containing or representing such Confidential Information, upon demand by the Disclosing
Party or upon termination of service of the Consultant.

7. The Consultant acknowledges and agrees that any inadvertent or unauthorized use or
disclosure of Confidential Information will cause irreparable damage to the Disclosing
Party for which monetary damages would not provide adequate relief. Therefore, in
addition to all other available remedies, the Disclosing Party shall be entitled to seek
suitable injunctive relief to remedy a perceived, threatened or actual unauthorized
disclosure of Confidential Information.

8. The Consultant’s obligations under this Agreement shall continue even after the
termination of the services with the Disclosing Party.

9. The Consultant agrees that all Inventions and any moral rights associated with any of the
Inventions shall be the exclusive property of Company and that the same shall stand
assigned irrevocably and without further consideration to Company by virtue of this
Agreement. The Consultant acknowledges that any original work of authorship of the
Consultant is a work made for hire for Company.

(i) That during and after the term of service, as per the service agreement, the
Consultant will not remove from Company’ premises any documents, records, files,
notebooks, correspondence, computer printouts, computer programs, computer
software, price lists, microfilm, or other similar documents containing Confidential
Information, including copies thereof, whether prepared by the Company or others,
except as duty shall require, and in such cases, will promptly return such items to
Company.
(ii) That upon termination of service, as per the service agreement, the Consultant shall
deliver promptly to Company all documents, records, files, notebooks,
correspondence, computer printouts, computer programs, computer software, price
lists, microfilm, or other similar documents containing Confidential Information,
including copies thereof, or which relate in any way to the business, products,
practices or techniques of Company , and all other property, trade secrets,
Confidential Information of Company , which in any of these cases are in her
possession or under her control.

10. The Consultant acknowledges and agrees that any breach or anticipated or threatened
breach of any of the Consultant’s covenants contained herein will result in irreparable harm
and continuing damage to Company and its business and that Company ’s remedy at law
for any such breach or anticipated or threatened breach will be inadequate and, accordingly,
in addition to any and all other remedies that may be available to Company at law or in
equity in such event, any court of competent jurisdiction may issue a decree of specific
performance or issue a temporary and permanent injunction, without the necessity of
Company posting bond or furnishing other security and without proving special damages
or irreparable injury, enjoining and restricting the breach, or threatened breach, of any such
covenant, including, but not limited to, any injunction restraining the Consultant from
disclosing, in whole or part, any Confidential Information.
11. MISCELLANEOUS:

1. All notices to be issued under this Agreement shall be issued to the address detailed
hereinabove, unless otherwise notified by either party in writing.

2. All notices and communications required to be given under this Agreement shall be given
in writing only.

3. Any amendment to this Agreement shall be carried out only in writing and such
amendments shall form part and parcel of this Agreement.

4. This Agreement constitutes the entire agreement between the parties and pertains to the
subject matter hereof and supersedes in entirety over all other previous written or oral
agreements between the parties.

5. If any provision of this Agreement is determined to be unenforceable for any reason, then
the remaining provisions hereof shall remain unaffected and continue to operate in full
force and effect.

6. This Agreement will be governed exclusively by the Laws of India and courts at Bangalore
alone shall have jurisdiction to entertain any disputes relating to the subject matter of this
Agreement, including the enforceability of this Agreement.

7. The Consultant has executed and delivered this Agreement as her free and voluntary act,
after having determined that the provisions contained herein are of a material benefit to
her, and that the duties and obligations imposed on her hereunder are fair and reasonable
and will not prevent her from earning a comparable livelihood following the termination
of her with Company.

8. The Consultant has read and fully understood the terms and conditions set forth herein,
has had time to reflect on and consider the benefits and consequences of entering into this
agreement, and has had the opportunity to review the terms hereof with an attorney or
other representative, if she so chooses.

IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate as of the
Effective Date.

[COMPANY NAME]

Represented By

Name Name

CEO