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Non-Disclosure and Non-Compete Agreement This Nondisclosure Agreement (this “Agreement”) is made and entered into

as of the date 08 th April, 2014, by Virtual !perts "onsulting #er$i%es further it &ill referred by “ VECS” and bet&een (your office name) ha$ing its offi%e lo%ated at Address and VECS ha$ing its registered offi%e lo%ated at '(14, #outh )adha "hur%h #treet, *oyapuram, "hennai + '00 01,, -amilnadu, .ndia/ 1/ urpose! (your office name) and VECS &ish to e!plore a business opportunity of mutual interest (the “0usiness 1pportunity”) and, in %onne%tion &ith su%h e!ploration, ea%h party may dis%lose to the other %ertain %onfidential business or te%hni%al information &hi%h su%h party desires the other to treat as %onfidential/

2/ "Confidential #nformation”! means any information, data, or 2no&+ho& dis%losed by one party (the “3is%losing 4arty”) to the other (the “*e%ei$ing 4arty”), &hi%h, if in &ritten, graphi%, ma%hine+readable or other tangible form is mar2ed by the 3is%losing 4arty as “"onfidential” or “4roprietary”, or &hi%h, if dis%losed orally or by demonstration, i/ is defined by the 3is%losing 4arty at the time of initial dis%losure as %onfidential or ii/ the 3is%losing 4arty redu%es su%h identifi%ation to &riting deli$ered to the *e%ei$ing 4arty &ithin thirty (,0) days of su%h dis%losure/ "onfidential .nformation may in%lude information dis%losed to the *e%ei$ing 4arty by an entity related to the 3is%losing 4arty/ "onfidential .nformation does not in%lude information, data or 2no&+ho& &hi%h, the *e%ei$ing 4arty %an demonstrate, iii/ &as independently de$eloped by the *e%ei$ing 4arty &ithout any use of the 3is%losing 4arty5s "onfidential .nformation or by the *e%ei$ing 4arty5s employees or other agents (or independent %ontra%tors hired by the *e%ei$ing 4arty) &ho ha$e not been e!posed to the 3is%losing 4arty5s "onfidential .nformation6 i$/ be%omes 2no&n to the *e%ei$ing 4arty, &ithout restri%tion, from a sour%e other than the 3is%losing 4arty that had no duty of %onfidentiality to the 3is%losing 4arty &ith su%h respe%t to su%h information6 $/ &as in the publi% domain at the time it &as dis%losed or be%omes in the publi% domain through no a%t or omission of the *e%ei$ing 4arty6 or $i/ &as rightfully 2no&n to the *e%ei$ing 4arty, &ithout restri%tion, at the time of dis%losure/ ,/ Treatment of Confidential #nformation! a%h *e%ei$ing 4arty agrees not to use the "onfidential .nformation dis%losed to it by the 3is%losing 4arty for the *e%ei$ing 4arty5s o&n use or for any purpose e!%ept for e$aluation of and to %arry out dis%ussions %on%erning, and the underta2ing of the 0usiness 1pportunity/ a%h *e%ei$ing 4arty shall not dis%lose any "onfidential .nformation of the 3is%losing 4arty to third parties e!%ept those dire%tors, offi%ers, employees, %onsultants and agents &ho are re7uired to ha$e su%h information in order to %arry out su%h e$aluation and dis%ussions and pro$ided that su%h persons ha$e been identified in a &ritten noti%e to the 3is%losing 4arty/ a%h *e%ei$ing 4arty represents that it has had, or shall ha$e, those dire%tors, offi%ers, employees, %onsultants and agents to &hom "onfidential .nformation of the 3is%losing 4arty is dis%losed or &ho ha$e a%%ess to "onfidential .nformation of the 3is%losing 4arty sign a non+ dis%losure agreement substantially similar in %ontent to this Agreement/ a%h *e%ei$ing 4arty shall ta2e all reasonable measures i/ -o prote%t the se%re%y of and a$oid dis%losure or unauthori8ed use of "onfidential .nformation of the 3is%losing 4arty, and ii/ -o pre$ent su%h "onfidential .nformation from falling into the publi% domain or the possession of persons other than those persons authori8ed hereunder to ha$e su%h information/ #u%h measures shall in%lude using the highest degree of %are that the *e%ei$ing 4arty uses to prote%t its o&n "onfidential .nformation of a similar nature/ a%h *e%ei$ing 4arty agrees to notify the 3is%losing 4arty in &riting of any misuse or

#” neither party ma2es any &arranties.nformation is pro$ided “A# . &hi%h su%h *e%ei$ing 4arty5s %ounsel ad$ises that su%h *e%ei$ing 4arty is legally re7uired to dis%lose/ 9/ No %&ligation! :othing herein shall obligate (your office name) or VECS to pro%eed &ith any transa%tion bet&een them and ea%h party reser$e the right. for so long as su%h information is “"onfidential . offi%ers. to terminate the dis%ussions %ontemplated by this Agreement %on%erning the 0usiness 1pportunity/ '/ No 'arranty! All "onfidential . in addition to any other remedies that may be a$ailable. along &ith all %opies thereof. &hether or not past the end of the -erm. implied or other&ise regarding the a%%ura%y.nformation e!%ept as e!pressly set forth herein/ =/ Term! -his Agreement shall %ommen%e upon the e!e%ution hereof by both parties hereto and shall %ontinue for one (1) year (su%h period. in la&.nformation/ . mas2 &or2 right or %opyright and this Agreement shall not grant to either party any rights in or to "onfidential .n this e$ent that su%h a prote%ti$e order is not obtained.misappropriation of the 3is%losing 4arty5s "onfidential . ea%h party agrees and a%2no&ledges that any su%h $iolation or threatened $iolation &ill %ause irreparable in<ury to the other party and that. %onsultants or agents is re7uested or re7uired by legal pro%ess to dis%lose any of the "onfidential .n the e$ent that a *e%ei$ing 4arty or its respe%ti$e dire%tors. in e7uity or other&ise. the other party shall be entitled to obtain in<un%ti$e relief against the threatened brea%h of this Agreement or the %ontinuation of any su%h brea%h.nformation. su%h *e%ei$ing 4arty shall gi$e prompt noti%e to the 3is%losing 4arty so that the 3is%losing 4arty may see2 a prote%ti$e order or other appropriate relief/ ./ (eturn of $aterials! a%h party shall promptly return to the other any materials or do%uments that ha$e been furnished to su%h party by the other hereunder.nformation. and e!pressly agrees that monetary damages &ould be inade7uate to %ompensate the other party for any brea%h by su%h party of any %o$enant or agreement set forth herein/ A%%ordingly. employees. su%h *e%ei$ing 4arty shall dis%lose only that portion of the "onfidential . e!pressed.nformation” in a%%ordan%e &ith the terms hereof/ 10/ (emedies! a%h party agrees that its obligations hereunder are ne%essary and reasonable in order to prote%t the other party and su%h other party5s business. the “-erm”)/ a%h party5s obligation &ith respe%t to the information re%ei$ed from the other party during the -erm shall sur$i$e. &ithout the ne%essity of pro$ing a%tual damages/ 11/ $iscellaneous! -his Agreement shall bind to the benefit of the parties hereto and their su%%essors and assigns/ -his agreement shall be go$erned by the la&s of . &ithout referen%e to %onfli%t of la&s prin%iples/ -his do%ument %ontains the entire Agreement bet&een the parties &ith respe%t to the sub<e%t matter hereof/ Any failure to enfor%e any pro$ision of this Agreement shall not %onstitute a &ai$er thereof or of any other pro$ision hereof/ -his Agreement may not be amended nor any obligation .ndia in the state of -amil :adu. %ompleteness or usefulness of any "onfidential .nformation of the 3is%losing 4arty. after su%h party has %on%luded its e$aluation of the 0usiness 1pportunity or the 0usiness 1pportunity has been re<e%ted or %on%luded/ 8/ No )icense! :othing in this Agreement is intended to or shall grant any rights to either party under any patent. in its sole dis%retion. &hi%h may %ome to su%h *e%ei$ing 4arty5s attention/ 4/ $andatory Disclosure! .

that (your office name) shall not be prohibited from using ad$ertisements in publi%ations or other general soli%itations for employment not dire%ted at su%h persons. in any transa%tion &ith any %orporation. any employee of (your office name) (or any of its subsidiaries or affiliates). or assist in su%h hiring or engagement by another person or business entity of any su%h indi$idual6 pro$ided. ban2 information %ode or referen%es and(or any su%h information5s. ne& %ontra%ts. attempt to hire or attempt to indu%e. agreements or third+party agreements. hire. during the term of this Agreement and for a period of t&o (2) years follo&ing termination of this Agreement. dire%tly or indire%tly to a$oid payment of fees or professional %harges. or other&ise pro$ide any %onsulting or de$elopment ser$i%es for any %ustomer of (your office name) for &hi%h any ser$i%es pro$ided by VECS hereunder &ere utili8ed/ Non-Solicitation! -he undersigned parties. it shall not. and (your office name) shall not be prohibited from employing any su%h person &ho %onta%ts (your office name) pursuant to a general soli%itation or on his or her o&n initiati$e and &ithout any dire%t or indire%t soli%itation by (your office name) 1. %ommissions or ser$i%e %harges et%/. the %ir%um$ented party shall be entitled to legal monetary penalty plus any and all e!penses in%luding legal.n the e$ent of %ir%um$ention by either party dire%tly or indire%tly. a$oid. soli%it. telephone nos/ (fa!. e!tensions. re%ruit. amendments. dire%tly or indire%tly (through an affiliate or other&ise). ad$ised by one party to the other as being %onfidential or pri$ileged. e!%ept by a &riting signed by both parties hereto/ -his Agreement may be e!e%uted in %ounterparts &hi%h ta2en together shall %onstitute one Agreement/ 12/ (your office name) %o$enants and agrees that it shall not. attempt to hire or attempt to indu%e. thereof ( thereto/ :or shall any party dis%lose or other&ise re$eal to any third+party any %onfidential information pro$ided by other party. or assist in su%h hiring or engagement by another person or business entity of any su%h indi$idual6 pro$ided. indu%e. bypass or ob$iate ea%h other. soli%it. e+mail or &ebsite addresses or any other means of a%%ess there to. dire%tly or indire%tly (through an affiliate or other&ise). partnership or indi$idual for pro<e%ts or it+enabled ser$i%es or any or any other transa%tions &hatsoe$er in$ol$ing any produ%ts or ser$i%es or additional re+negotiations. addresses. that VECS shall not be prohibited from using ad$ertisements in publi%ations or other general soli%itations for employment not dire%ted at su%h persons. ho&e$er. roll o$er. parti%ularly in that %on%erning seller(buyer names. re%ruit. &hi%h &ould in$ol$e re%o$ery of funds/ . &ithout the spe%ifi% prior formal &ritten %onsent of the other party/ -his agreement shall remain binding on the parties thereto to their su%%essors and assignees for a period of t&o (2) years/ All the parties hereto ha$e signed here belo& on the date and the year mentioned belo& at their free &ill/ . and VECS shall not be prohibited from employing any su%h person &ho %onta%ts VECS pursuant to a general soli%itation or on his or her o&n initiati$e and &ithout any dire%t or indire%t soli%itation by VECS/ >ithout limiting the pro$isions of #e%tion '. dire%tly or indire%tly (through an affiliate or other&ise).&ai$ed. during the term of this Agreement and for a period of t&o (2) years follo&ing termination of this Agreement./ VECS %o$enants and agrees that it shall not. hire. intending to legally bound hereby irre$o%ably agree not to %ir%um$ent. %ontra%t dire%tly &ith. ho&e$er. any employee of VECS (or any of its subsidiaries or affiliates) &ho pro$ided ser$i%es to (your office name) hereunder. indu%e. during the term of this Agreement and for a period of t&o (2) years follo&ing termination of this Agreement. rene&als. VECS %o$enants and agrees that.

the parties hereto ha$e e!e%uted this Agreement on the date first set forth abo$e/ (your office name) VECS 0y? Name! Title! 0y? Name! $ani*andan T+ Title! roprietor ..n &itness &hereof.