MUTUAL NONDISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement is made and entered into as of this day of , by
Forest Creative Communications Pvt Ltd (“FCC” or “Party”), a company registered under the Companies Act 1956
and having its office at 1157, 5th main, HSR Sector 7, Bnagalore, Karnataka India and
(“Vendor” or “Party”) a with its office at
.

1. Purpose: The parties wish to explore a business opportunity of mutual interest and in connection therewith, each
party may disclose to the other certain confidential business, strategic, and technical information which the disclosing
party desires the receiving party to treat as confidential.

2. Term. The parties agree that this Agreement shall be in effect for a period of three (3) years from the date of
disclosure. However, should the parties enter into a Master Services Agreement, although they are in no way bound
to do so by this Agreement (pursuant to Section 6 herein), the term stated therein with regard to Confidential
Information will supersede the term stated herein.
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3. Confidential and Proprietary Information. Confidential and Proprietary Information means any information disclosed
by either party to the other party, directly or indirectly, in writing, orally or by inspection of objects, graphics, or
designs, which is designated as or communicated to be “Confidential” “Proprietary” or some similar designation.
“Confidential” or “Proprietary Information” is information that was developed, created, or discovered by or on
behalf of either party, or which became or will become known by, or was or is conveyed to either party, which has
commercial value in such party’s business. “Confidential” or “Proprietary Information” includes, but is not limited
to, software programs and subroutines, source and object code, algorithms, trade secrets, designs, technology, know-
how, mask works, processes, data, ideas, techniques, inventions (whether patentable or not), works of authorship,
formulas, business and product development plans, FCC lists, terms of compensation and performance levels of either
party’s employees, and other information concerning the disclosing party’s actual or anticipated business, research
or development, or which is received in confidence by or for the disclosing party from any other person. Confidential
or Proprietary Information may also include information so designated and disclosed to a party by third parties.
Confidential Information shall not, however, include any information which (i) is or becomes publicly known and
made generally available through no action or inaction of the receiving party; (ii) is in the possession of the receiving
party prior to disclosure or; (iii) is independently developed by the receiving party without use of or reference to
the disclosing party’s Confidential Information, (iv) is or has been disclosed to the party by a third party having no
obligation of confidentiality concerning the information.

4. Non-use and Non-disclosure. Each party agrees not to use any Confidential Information of the other party for any
purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties.
Each party agrees not to disclose any Confidential Information of the other party to the receiving party’s employees
or to third parties, except those who are required to have the information in order to evaluate or engage in discussions
concerning the contemplated business relationship. Such employees or third parties shall first be required to sign an
acknowledgment concerning this agreement and agree to be bound by its terms, or shall be otherwise subject to
a confidentiality agreement with the party receiving the information and specifically informed that Confidential
Information hereunder is subject to such agreement. Neither party shall reverse engineer, disassemble, or decompile
any prototypes, software, graphical designs, or other tangible objects, which embody the other party’s Confidential
Information. Either party may disclose the Confidential Information of the other party, if, and only to the extent
required by law or compulsory legal process to be disclosed by the receiving party, provided that the receiving party
gives the disclosing party prompt written notice prior to such disclosure and assistance in obtaining an order
protecting the information from public disclosure.

5. Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of
and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the
foregoing, each party shall take at least those measure that it takes to protect its own most highly confidential
information and shall ensure that its employees and third parties who have access to Confidential Information of the
other party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to
any disclosure of Confidential Information to such employees or third parties.

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6. No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them, and each
party may reserve the right, in its sole discretion, to terminate the discussions contemplated by this Agreement
concerning the business opportunity. Each party’s obligations under this Agreement shall survive the termination of
its association with the other party regardless of the manner of such termination.

7. Non-circumvention. The parties agree that they, their agents, employees, assignees, affiliates, and successors, will not
circumvent or attempt to circumvent this Agreement.

8. Non-Solicitation. During the term of this Agreement and for twelve (12) months following the term of this Agreement,
(the “Non-Solicitation Period”), neither party will intentionally (directly or indirectly) solicit the other party’s
employees or personnel who are currently employed or engaged by the other party or who were employed or engaged
by the other party within the six (6) months prior to solicitation (herein “Former Employee”) for employment or
engagement as an employee, consultant, or independent contractor. However, it shall not be deemed a violation of
this Section for either party to solicit the other party’s Former Employee if (1) the initial solicitation to which the
Former Employee responds is a general advertisement not specifically targeted at the other party or Former
Employee, such as a newspaper or web site job listing or (2) the Former Employee contacts the hiring party on his or
her own initiative, was in discussion with the hiring party regarding possible employment prior to the signing of
this Agreement, or is referred to the hiring party by search firms, employment agencies, or other similar entities,
provided that such entities have not been specifically instructed by the hiring party to target the other party or Former
Employee. Each party agrees that, in addition to any other rights or remedies they may possess, the other party shall
be entitled to injunctive or other equitable relief, without bond or other security unless required by law, in the event of
any actual or threatened breach of the obligations set forth in this Section 8 by the other party.
8.1 Liquidated Damages. Should either party employ or engage (whether as an employee, consultant or
independent Subcontractor) any Protected Personnel during the Non-Solicitation Period, the violating party shall pay
to the other party the greater of: (1) fifty percent (50%) of such employees first twelve (12) months of salary or (2)
fifty percent (50%) of gross payments for the first twelve (12) months services provided to the violating party by the
Protected Personnel.
8.2 The term of this Section 8 and its subsections shall survive the termination of this Agreement.

9. Non-Interference. Vendor agrees that it will not, in any manner, either directly or indirectly, solicit or offer or agree
to perform any services for a FCC’s Client introduced to Vendor in furtherance of the Purpose without obtaining
prior approval from FCC, which may be withheld in FCC’s sole discretion. This Section 9 shall survive the
termination and expiration of this Agreement.

10. No Warranty. All Confidential Information is provided “as is”. Each party makes no warranties, express or implied or
otherwise, regarding its accuracy, completeness, or performance.

11. Return of Materials. All documents and other tangible objects containing or representing Confidential Information
which have been disclosed by either party to the other party, and all copies thereof which have been made by or are
in the possession of the other party, shall be and remain the property of the disclosing party and shall be returned to
the disclosing party with in five business days of the disclosing party’s written request.

12. Modifications to Agreement. All additions or modifications to this Agreement FCC be made in writing and executed
by both parties.

13. No License. Nothing in this Agreement is intended to grant any rights to either party under any patent, copyright, or
other intellectual property, nor shall this Agreement grant any party any rights in or to the Confidential Information
of the other party except as set forth herein.

14. Binding Effect, Assignment: This Agreement shall be binding on the parties and their respective successors and
assigns. This Agreement and the rights and obligations hereunder may not be assigned by either party without the
prior written consent of the other party, except that such consent shall not be required in the event of i) a
recapitalization, reorganization, reincorporation or similar corporate event by either party not resulting in a change in
control, or ii) a merger or acquisition of either party pursuant to which all of the stock or all or substantially all of the

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 assets of such party is acquired by another party, which party agrees to assume the rights and obligations of the
acquired party under this Agreement.

15. Jurisdiction and Venue: This Agreement shall be construed and enforced in accordance with the laws of Republic of
India and the parties hereby consent to submit to the exclusive jurisdiction of the Courts in Trivandrum.

16. Counterparts. The parties on any number of separate counterparts may execute this Agreement, and all such counterparts
so executed constitute one agreement binding on all the parties notwithstanding that all the parties are not signatories to
the same counterpart.

17. Counterpart Facsimile Execution. For purposes of this Agreement, a document (or signature page thereto) signed and
transmitted by facsimile machine or telecopy is to be treated as an original document. The signature of any party thereon,
for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have
the same binding effect as an original signature on an original document. At the request of any party, any facsimile or
telecopy document is to be re-executed in original form by the parties who executed the facsimile or telecopy document.
No party may raise the use of a facsimile machine or telecopy or the fact that any signature was transmitted through
the use of a facsimile or telecopy machine as a defense to the enforcement of this Agreement or any amendment or other
document executed in compliance with this Section.

18. Entire Agreement: This Agreement contains the entire agreement between the parties with respect to the subject
matter hereof. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both
parties.

FOREST CREATIVE COMMUNICATIONS PVT

LTD

By: By:

Print: Print:

Title: Title:

Date: Date:

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