NON-DISCLOSURE AGREEMENT

This Nondisclosure Agreement ("Agreement") will regulate all Confidential Information shared by the parties for the purpose of assessing potential business relationships and commercial engagements ("Purpose"). The parties agree as follows:

Either party may be a Discloser or Recipient of Confidential Information.
Confidential Information means information of a party that is not generally known to the public, identified with either a restrictive legend, or where the circumstances surrounding disclosure indicate the information is confidential. Confidential Information includes information relating to ﬁnancing strategies, organizational strategies, trade secret information, ﬁnancial information, pricing policies, operational methods, marketing information and other business affairs of the parties. Oral, visual or written communication made to each other shall be considered to be Confidential.
The Recipient may disclose Confidential Information only to (a) its employees, agents, subcontractors; (b) entities controlled by, under common control or controlling it; (c) those having a need to know the Confidential Information for the Purpose or otherwise for the benefit of the Discloser and (d) those who have an obligation not to further disclose the Confidential Information.
Confidential Information disclosed under this Agreement will be subject to this Agreement for five (5) years following the initial date of disclosure. Upon the request of the Discloser all records, any compositions, articles, documents and other items which contain, disclose and/or embody any Conﬁdential Information (including, without limitation, all copies, reproductions, summaries and notes of the contents thereof), regardless of the person causing the same to be in such form, shall be returned or destroyed by the Recipient, and the Recipient will certify that the provisions of this paragraph have been complied with.
The Recipient will use at least the same care, but no less than reasonable care, to avoid disclosure of the Discloser's Confidential Information as it uses with its own confidential information and will use the Discloser's Confidential Information only for the Purpose for which it was disclosed.
This Agreement will not apply to any information that (a) is or becomes publicly available without breach of this Agreement; (b) is known by the Recipient without any confidentiality obligation, (c) is rightfully received from a third party who did not acquire such information by a wrongful or tortuous act; (d) is independently developed by the Recipient or (e) is authorized by the Discloser for release.
If a governmental entity or legal authority requires the Recipient to disclose Confidential Information, the Recipient will give the Discloser prompt written notice sufficient to allow the Discloser to seek a protective order. The Recipient will also use reasonable efforts to obtain confidential treatment for any such Confidential Information.
No rights are granted to use the Confidential Information except for the express limited rights stated in this Agreement. The Confidential Information remains the exclusive property of the Discloser.
This Agreement shall be governed by the laws of India, and both parties further consent to jurisdiction by the courts in Bangalore, India.
Either party may terminate this Agreement by providing thirty (30) days written notice to the other party. Any terms of this Agreement, which by their nature extend beyond its termination remain in effect until fulfilled, and apply to respective successors and assignees.
The parties will comply with all applicable export and import laws and regulations to the extent they apply to the Confidential Information.
The receipt of Confidential Information under this Agreement will not limit the Recipient from providing or developing products or services which may be competitive with products or services of the Discloser or assigning responsibilities to its employees, agents or subcontractors provided Recipient is in compliance with the terms of this Agreement.

This Agreement is the entire agreement regarding the use and disclosure of Confidential Information, and replaces any prior oral or written communications between us regarding these disclosures. This Agreement may only be altered or modified by written instrument duly executed by both parties. Any reproduction of this Agreement made by reliable means (for example, photocopy facsimile or digital image) is considered an original.