[Type text] NON CIRCUMVENTION NON DISCLOSURE AND CONFIDENTIALITY AGREEMENT This Agreement (the “Agrcement”) is made and entered into as of 12! Dee. 2015 (the “Effective Date”) by and between: Alutee Ine (World Hydrogen Energy, LLC (“ALUTEC/WHE"), a corporation of the Si of New York having its principal place of business at 8-08 48" Street, Maspeth, New York 11378: Prospur Events & Promotions Pvt Ltd. (“PEP Pvt Ltd”) an event management company, having its principal place of business at ——_A-92B, 3rs Floor, Lajpat Nagar, New Delhi ~ 110024, WHEREAS. WHE has developed a process for producing hydrogen from sewage sludge which concomitantly improves the perform se of sewage treatment plants and reduces the amount of effluent sludge (the “WHE Process”); WHEREAS. WHE has issued patents and pending patent applications in the United States and has conducted pilot plant operations and has had its process validated by consulting en WHEREAS. ALUTECWHE wishes to exploit its technology by issuing patent and technology licenses to qualified companies who will practice its technology: WHEREAS. ALUTEC/WHE WISHES TO OBTAIN USTDA SUPPORT FOR THE FINANCING GF ITS TECHNOLOGY SALES AMD MARKETING EFFORT IN INDIA AND ABROAD: Now THEREFORE, the parties agree as follows: Purpose of Agreement 1. ‘The purpose (“Purpose”) of this Agreement is to enable exchange of Confidential Information relating to the ALUTEC/WHE Process between the parties, in order to allow and assist Prospur Events & Promotions Pvt Ltd to evaluate the ALUTEC/WHE Process.[Type text] Defi 2. Confidential information (Confidential Information”) to be disclosed under the terms of this Agreement rela n from digested sewage sludge. elimination of es to production of hydro: andlor methane. avceleration in sludge digestion and reduction in sludge volume by introduein applying the ALUTEC/WHE Process in the sewage sludge treatment process Exchange of Confidential Information 3 fa) ALUTEC fential Information from /WHE may receive Co! Prospur Events & Promotions Pvt Lid (b) Prospur Events & Promotions Pvt Ltd may receive Confidential Information from ALUTEC/WHE, (e) The amount of Confidential Information to be disclosed is entirely in the he disclosing party {d) Prospur Events & Promotions Pvt Lid may provide the Confidential Information to employees of one or more of its Affiliates provided that (i) those employees are under obligations of onfidentiality and non: to the Affiliate at least as restrictive ay those imposed by this Agreement: ii) Prospur Events & Promotions Pvt Ltd informs its AMI Agreement: and (iii) Prospur Events & Promotions Pvt Ltd informs ALUTEC/WHE of the name of the Affitiates(s) to which the Confidential Information is, disclosed. For the purposes of this Agreement, “Affiliate” shall mean any entity that directly or indirectly controls, is controlled by or is under common control with Prospur Events & Promotions Pvt Ltd{Type text] ties to this Agreement further confirms that_no information co inthe ALUTEC/WHE-LLC project and jed_to the USTDA shall be is contract application suby used_by any one party participating in this project with the express proval in writing on to obiai from Alutee WHE —LLC per 1 the use of such contracts from the USTD. 4, The party receiving Confid tial Information (a) shall exercise reasonable care to prevent its (b) shall restrict its use Purpose and (c) shall limit disclosure Confidential Information withi the need 10 its organization to individuals whose duties just know such information, who have a clear understandiny of the obligations of this Agreement and who are legally obligated to comply with the terms of this Agreement, “The receiving party will advise its employees who are to have access to Confidential Information of their ion under the terms of this Agreement on Use of Confidential Informat Agreement does not grant any right or license, express or implies, to use Confidential Information or any information derived thy om. except for the Purpose. nor any right oF livense express or implied, under any patent, nor any right t0 purchase, distribute or sell any product rent _does not Further, this Agree site any relationship. betwe the parties beyond the Purpose. The receiving party shall not disclose any Confidential Information of the disclosing party in publications, patent applications, or papers submitted to any patent office, without prior approval of the disclosing pa Representations and W i 6. The disclosing party makes no representations or warranties whatsoever in regard to the Confidential Inform: nties, includin any warranties. of ion provided, and all implied warm suitabil iy for use, are expressly excluded from this Agr Use by the receiving party of[Type text] Confidential Information shall be solely at its own risk and the disclosing party shall not be liable for any damage resulting from inaccuracy, incorrectness. unsoundness, and/or unreliability in the use thereof 1 ether OI ony 7. As a result of the Agree! neither Prospur Events & Promotions Put Ltd nor ALUTEC/WHE is under any obligation to enter into any other Agreement or any business relationship with the other; and either party can decline, for any or no reason, to enter into any such other Agreement or other relationship. 8. Te ars from the Effective ons This Agreement shall terminate five (5) y Date (the “Term”), Either party may terminate the Agreement on one (1) month notice for any reason. Notwithstanding the foregoing, all obligations already accrued, shall remain in full foree until the Ferm, c Las 9. This Agreement shall be governed by and construed in accordance with the laws of the Union Territory of India Dispute Resol 10, Any dispute that cannot be resolved amicably betwee ally be settled by ition in the Supreme Court of India under the provisions of the Arbitration and Conciliation (Amend Mt) Ordinance 2015 which provides for the Amendments to the Arbitration and Conciliation Act, 1996, Notices 11, Notices shall be given in writing. by facsimile, courier or first class. certified mail, effective Alutcc/WHE sent, to the parties at their addresses given above, Any notice by Prospur Events & Promotions Pvt Ltd to ALUTEC/WHE shall be directed to: Mr. Asim Chandra Bose Facsimile No, in US: 1-718-628-5142[Type text] Any notice by ALUTEC/WHE to Prospur Events & Promotions Pvt Ltd shall be directed to: Mr. Sunil Bangwal At: A 92 B, 3" Floor, Lajpat Nagar, New Delhi - 110024 Email: sunil@prospurevents.com ement betwee! 12, No Prior Agreement This Agreement contains the entire a the parties concerning the Confidential Information and no mod tion of this Agreement or waiver of the terms and conditions hereof shall be binding upon wither of the parties hereto, unless Name: Sunil Bangwal Title: Director Date: 2015 ALUTEC/WORLD HYDROGEN ENERGY, LLC By Name: Asim € Bose Title: Di Date