NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is entered into as of 28 January 2014 (“Effective Date”), by and
between:.............................................................having its office /residing at..................... including its assigns, employees
and associates (which expression shall unless it be repugnant to the subject or context thereof, includes its successors,
employees, associates, affiliates and assignees) of the first part and

1. Confidential Information: Confidential information shall mean includes any and all information, materials and
information of confidential nature and/or that are disclosed prior to and upon execution of this Agreement, or
make available or entrusted in confidence by the Company to the Service Provider and/ or its authorized
personal/ representatives, including but not limited to all the confidential and proprietary information, research
plan, research strategies, source codes, programs, computer programs, research projects, technical data,
business affairs, Intellectual Property, know-how, product details, trade secrets, formulations, details about the
formulations, products compositions, ongoing research and development projects, strategies, research models,
data, commercialization strategies, marketing strategies, ongoing/future research/financial projects & plans and
their performance, technical and non-technical details, processes, specifications, samples and any other
proprietary information, either relating to Company or any of its group Company(ies) or group entities or business
partners, either disclosed in writing, orally and including but not limiting to any mode of transmission by the
Company („Disclosing Party‟) to Service Provider and/or its authorized personal/ representatives („Receiving
Party‟).


2. Non-use and Non-disclosure: Receiving Party agrees not to disclose any Confidential Information to third
parties or to its personnel (except to those of its or its affiliates‟ personnel, employees, directors, advisors who
need to know such information concerning the purpose). The Receiving Party shall not reverse engineer,
disassemble or decompile any prototypes, make copy(ies) in any form, or other tangible objects which embody
the Disclosing Party's Confidential Information, or disclose such information to any third person, unless
otherwise authorized in writing and in that case to that extant only.

3. Maintenance of Confidentiality Information: The Receiving Party agrees that it shall take all reasonable
measures to protect the secrecy of and avoid unauthorized disclosure and use of the Confidential Information
and shall take at least those measures that Receiving Party takes to protect its own Confidential Information and
shall ensure that its or its affiliates‟ employees, directors, contractors, advisors, who need to have access to
Confidential Information sign or have signed a non-use and non-disclosure agreement in content substantially
similar to the provisions hereof, prior to any disclosure of Confidential Information to such personnel. The
Receiving Party shall not make copies of Confidential Information unless the same are reasonably necessary.
The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or
disclosure of the Confidential Information and reasonably support Disclosing Party in taking necessary remedial
action.

4. Return/ Destruction: All Confidential Information and all copies thereof which are in the possession of Receiving
Party shall be promptly returned to the Disclosing Party on demand or destroyed in the manner so specified.


5. Term: It has been expressly agreed between the Parties that the Receiving Party shall maintain the
confidentiality of the Confidential Information at all the time, irrespective of the term of its/his engagement by the
Company or thereafter.

6. Remedies: The Receiving Party agrees that any violation of this Agreement will cause irreparable injury to the
Disclosing Party, entitling the Disclosing Party to obtain injunctive relief in addition to all other available legal
remedies.

7. Miscellaneous: This Agreement shall be governed by the laws of India without reference to conflict of laws
principles and shall be subject to jurisdiction of courts in Andhra Pradesh, India. In the event any provisions of
this agreement shall be determined to be invalid or unenforceable under applicable law, all other provisions shall
continue to be in full force and effect, unless such invalidity or enforceability causes substantial deviation from the
underlying intent of the parties expressed in this agreement. This Agreement may not be amended, nor any
obligation waived, except by a writing signed by both parties hereto. Further no failure or delay by either party in
exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated
herein, the remedies herein are in addition to, and not exclusive of, any other remedies of a party at law or in
equity.

Witnesses:
1.____________ 2. ___________
Acknowledged and Agreed:
For …………………………………
FOR M/S. NIVA TECHNOLOGY SOLUTION.
By:


By:


Name: Name and Title : Hima Vardhan – Operations Manager