NON - DISCLOSURE AGREEMENT

This agreement (hereinafter referred to as the “Agreement”) is made at Mumbai on this

28th …..€h day of August 2019 (“Effective Date”)

BETWEEN

Sun Capital Advisory Services Private Limited A public company incorporated

under the Companies Act, 1956 having its registered office at 301-A, Kumar Plaza,
Kalina – Kurla Road, Near Kalina Market, Santacruz East, Mumbai – 400029
(hereinafter referred to as “SUN” or the “Receiving Party”. which expression will,
unless repugnant to the context or meaning thereof, be deemed to mean and include its
representatives, successors and assigns) of the ONE PART;

AND

Mehta and Mehta Business advisory ……………………… A private company

incorporated under the Companies Act, 1956 having its registered office at 201-206,
Shiv Smriti, 2nd Floor, 49/A Dr Annie Besant Road, Above Corporation Bank, Worli,
Mumbai 400018, Ph 6611 9696 and who is the authorized representative of
“………………………………………………”
(hereinafter referred to as “MEHTA & MEHTA” or the “Disclosed Party” which
expression will, unless repugnant to the context or meaning thereof, be deemed to mean
and include its representatives, successors and assigns) of the OTHER PART;(SUN
and MEHTA & MEHTA are hereinafter collectively referred to as the “Parties”
and individually as a “Party”.)

WHEREAS:
The Receiving Party agrees that Confidential Information (as defined below) of the
Client of the Disclosing Party may be disclosed in connection with a possible
transaction relating to fund raising opportunity with the client represented by the
Receiving Party (“Proposed Transaction”). As a condition to being furnished such
Confidential Information, each party agrees to treat such Confidential Information.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained

herein, the Parties agree as follows:
1. DEFINITIONS AND INTERPRETATION:

1.1 DEFINITION

In this Agreement, unless there is anything in the subject or context inconsistent

therewith, the expressions listed below shall have the following meanings:

“Applicable Law” means any statute, law, regulation, ordinance, rule,

judgment, order, decree, ruling, bye-law, approval of any Competent Authority,
directive, guideline, policy, requirement or other governmental restriction or
any similar form of decision of or determination by, or any interpretation or
administration having the force of law of any of The foregoing by any
Competent Authority having jurisdiction over the matter in question, whether
in effect as of the date of this Agreement or at any time thereafter.

“Competent Authority” means the Government of India or of any state in

India or any ministry, department, board, authority, instrumentality, agency,
corporation (to the extent acting in a legislative, judicial or administrative
capacity) or commission under the direct or indirect control of such government
or any political subdivision of any of them or owned or controlled by the
government or any of their subdivisions, or any court, tribunal, judicial or
regulatory body within India or any other court, administrative agency or
arbitrator.

“Confidential Information” pertains to the legal entity

“…………………………………………………” and means and includes all
know-how, ideas, designs, policies, strategies, models, concepts, technology,
commercial knowledge, data, documents and information, whether of financial
nature or otherwise, notes, summaries, analysis, compilations, tables, voice
recording, video clips, photographs, power point slides, software or any written,
oral, graphic or visual material, whether in whole or in part, disclosed or to be
disclosed by the Disclosing Party to the Receiving Party and its representatives
whether before or after the date on which this Agreement is made, in course of
negotiations and business interaction between the Parties or between one of the
Parties and the representatives of another or between the representatives of the
 Parties, and shall include any derivative information which may be, directly or
indirectly, developed or created therefrom whether in whole or in part,

But not including any information falling within any of the categories of
information enumerated in sub clauses (a) to (e) of Clause 2 of this Agreement.

For the purpose of this definition, it is hereby clarified that ‘commercial

knowledge’, as the word appears herein, shall include but is not limited to
information about customers, trade debts, trade credits, business plans, trading
positions, financial positions, marketing information, information relating to the
directors, employees or officers of any entity.

“Disclosing Party” means a Party which reveals Confidential Information.

“Receiving Party” means a Party which obtains Confidential Information.

“Third Party” means any person not falling within the categories of persons
enumerated below:
i. Any party to this Agreement; and
ii. Any person, to whom disclosure of Confidential Information is
necessary in furtherance of the Purpose and to whom disclosure is
permitted under this Agreement.

1.2 INTERPRETATION

In this Agreement, unless the context otherwise requires:

a) References to any statute or statutory provision or order or regulation made

there under shall include that statute, provision, order or regulation as
amended, modified, re-enacted or replaced from time to time whether
before or after the date hereof.

b) Headings to Clauses are for information only and shall not form part of the
operative provisions of this Agreement and shall not be taken into
consideration in its interpretation or construction.

c) References to a Recital, Clause or Annexure are, unless the context

otherwise requires, to a recital to, a clause of or an annexure to this
Agreement, which shall constitute an integral operative part of this
Agreement
 d) References to the words include or including shall be construed without
limitation.

e) Any reference to an agreement or document shall mean such agreement or

document as amended, modified and altered from time to time.

f) All approvals, permissions, consents or acceptance required from the

Disclosing Party for any matter shall require the prior written approval,
permission, consent or acceptance of the Disclosing Party.

g) The words “hereinbefore” and “hereinafter” shall be deemed to be followed

by the words “in this Agreement”, where they are not so followed.

h) The rule of construction of a contract, such that the contract is interpreted

against the Party (ies) responsible for the drafting and preparation thereof,
shall not apply.

2. CATEGORIES OF INFORMATION NOT CONSTITUTING

CONFIDENTIAL INFORMATION

Notwithstanding anything contained in any other provisions of this Agreement,

both Parties agree that Confidential Information shall not include any information
which:

a) Is already available publicly, whether via publication in newspaper or

publication in internet or otherwise, unless the information has become so
available, by the act or omission of the Receiving Party or any of its
successors, assigns or representatives;
b) Is rightfully received by the Receiving Party from any person lawfully in
possession thereof and lawfully entitled to provide it to the Receiving
Party;
c) Is independently developed or created by Receiving Party without breach
of this Agreement;
d) Is disclosed with the prior consent of the Disclosing Party;
e) Is explicitly approved for release by written authorization of the
Disclosing Party. Provided if the Disclosing Party allows only partial
disclosure, then only so much of the information as is approved for release
by the Disclosing Party, shall not be deemed to be Confidential
Information.
3. DUTIES AND UNDERTAKINGS OF THE PARTIES

3.1 Each Receiving Party hereby undertakes with the Disclosing Party:

a) to maintain the Confidential Information in strict confidence and not to

make use of the Confidential Information other than for the Purpose;
b) to treat Confidential Information with the degree of care it accords to its own
confidential information (but in no event less than a reasonable degree of
care);
c) to restrict access to the Confidential Information only to employees,
disclosure to whom is necessary in furtherance of the Purpose and to impose
upon any such person’s obligations of confidentiality equivalent to those
contained herein;
d) to be responsible for any breach of the terms of this Agreement by such
persons, to whom disclosure of the Confidential Information has been made;
e) not do any act which can be reasonably foreseen to lead the Confidential
Information becoming known to any Third Party;
f) not to omit doing of any act, if such omission can be reasonably foreseen to
lead the Confidential Information becoming known to any Third Party;
g) To take or to permit to be taken only such copies of any document or other
material (in whatsoever medium) embodying any of the Confidential
Information as are reasonably necessary for the Purpose. Upon request by
the Disclosing Party at any time, the Receiving Party shall return and
procure the return from any Third Party to whom it has disclosed or made
available any of the Confidential Information, all or any of the documents
or other material containing or embodying the Confidential Information
together with all copies thereof and extracts therefrom provided that such
disclosure may be made to a Third Party only when such Third Party has
agreed to be bound to the obligations of confidentiality contained herein or
such Third Party is bound by an enforceable professional obligation of
confidentiality to the Disclosing Party;
h) not to reverse-engineer, de-compile, disassemble, or otherwise interfere
with any software disclosed hereunder;
 i) not to conceal, alter, obliterate, mutilate, deface or otherwise interfere with
any trademark, trademark notice, copyright notice, confidentiality notice or
any notice of any other proprietary right of the Disclosing Party or
Confidential Information or any copy thereof
j) to segregate, or label all Confidential Information suitably to prevent
commingling with confidential materials obtained from other parties; and
k) not to add or emboss any mark, symbol or logo on Confidential Information,
if the addition or embossing gives impression that the proprietary right and
title in Confidential Information vests in Receiving Party.

3.2 Nothing contained in this Agreement shall be interpreted as restricting any Party
from fulfilling its obligations under any Applicable Law, including where
Applicable Law requires the Party to disclose confidential information to a
Competent Authority. Provided that the Receiving Party so obliged by Applicable
Law shall, if permitted by Applicable Law, forthwith or as soon as possible,
inform the Disclosing Party of such disclosure along with details of the
Applicable Law under which such disclosure was made.

4. RIGHTS AND REMEDIES OF THE PARTIES

(a) Receiving Party shall notify the Disclosing Party immediately upon
discovery of any unauthorized use or disclosure of Confidential
Information, or any other breach of this Agreement by the Receiving Party,
and will cooperate with the Disclosing Party in every reasonable way to help
the Disclosing Party regain possession of the Confidential Information and
prevent further unauthorized use or disclosure.

(b) Notwithstanding the disclosure of any Confidential Information by

Disclosing Party to Receiving Party, the Disclosing Party shall retain title
and all intellectual property and proprietary rights in the Confidential
Information. No license under any trademark, patent or copyright, or
application for same, which are now or thereafter may be obtained by
Disclosing Party is either granted, assigned or implied, as the case may be,
by the conveying of Confidential Information.
 (c) Subject to other terms of this Agreement, Disclosing Party shall be entitled,
without waiving any other rights or remedies which it may have under
Applicable Law, to seek such injunctive or equitable relief as may be
deemed proper by a court of competent jurisdiction, from Receiving Party
for breach of its obligations under this Agreement.

5. LIMITATION OF LIABILITY

None of the Confidential Information disclosed by the Parties constitutes any

representation, warranty, assurance, guarantee or inducement by either Party to
the other with respect to the fitness and accuracy of Confidential Information for
any end apart from the Purpose. In no event shall Disclosing Party be liable for
loss occasioned to the Receiving Party, its employees, professional advisors or
such other persons, disclosure to each of whom is necessary in furtherance of the
Purpose or to a Third Party, for the

Inaccuracy or incompleteness of the Confidential Information, if the Confidential

Information is used otherwise than in furtherance of the Purpose.

6. REPRESENTATION AND WARRANTIES:

a) Each person executing this Agreement warrants and represents that he or she
has the authority to enter into this Agreement on behalf of the Party whose
name appears below their signature.

b) Receiving Party acknowledges that:

i. Confidential Information is valuable, proprietary and confidential and

that the disclosure of such information may cause such injury, for which
monetary compensation may not be sufficient remedy and that the
Disclosing Party shall be entitled, without waiving any other rights or
remedies which it may have under Applicable Law, to seek such
injunctive or equitable relief as may be deemed proper by a court of
competent jurisdiction.

ii. Notwithstanding the disclosure of any Confidential Information by

Disclosing Party to Receiving Party, the Disclosing Party shall retain
 title and all intellectual Property and proprietary rights in the
Confidential Information. No license under any trademark, patent or
copyright, or application for same, which are now or thereafter may be
obtained by Disclosing Party is either granted, assigned or implied, as
the case may be, by the conveying of Confidential Information.

7. PERIOD OF OPERATION OF THIS AGREEMENT:

This Agreement covers the disclosure of all Confidential Information for a period
of one (1) Year commencing from the date on which this Agreement is made, as
hereinbefore stated. This Agreement shall be effective from the Effective Date
and shall remain valid for a period of one (1) year thereafter. Either Party may
terminate this Agreement upon issuance of a written notice of thirty (30) days to
the other Party. Upon the expiration or termination of this Agreement, the
obligations of each Party with respect to Confidential Information of the other
Party disclosed hereunder shall continue for a period of three (3) years from the
date of the last disclosure of Confidential Information made in terms of this
Agreement.

8. MISCELLANEOUS:

A. AMENDMENT OF THIS AGREEMENT

This Agreement may be amended or modified only with the mutual written
consent of the Parties and not otherwise.

B. SEVERABILITY:

If any provision of this Agreement or the application thereof to any person

or circumstance is held to be invalid or unenforceable to any extent, the
remainder of this Agreement and the application of such provision to persons
or circumstances other than those as to which it is held invalid or
unenforceable will not be affected thereby, and each provision of this
Agreement will be valid and enforceable to the fullest extent permitted by
law. Any invalid or unenforceable provision of this Agreement will be
replaced with a provision, which is valid and enforceable and most nearly
reflects the original intent of the unenforceable provision.
C. ANNOUNCEMENT

Neither Party shall make news releases, public announcements, give

interviews, issue or publish advertisements or publicize in any other manner
whatsoever in connection with this Agreement, the contents / provisions
hereof, other information relating to this Agreement, the Purpose, the
Confidential Information or other matter of this Agreement, without the
prior written approval of the other Party.

D. NOTICE

Any notice or other instruction to be given or issued under this Agreement

will be in writing and will be sent to the addresses set forth hereinbefore as
registered addresses of the respective Parties and deemed duly served if
delivered personally, or sent by Fax, airmail or registered post with
acknowledgement due.

E. JURISDICTION AND GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the

laws of India, and the competent courts in Mumbai shall have jurisdiction
in relation thereto.

F. ASSIGNMENT OF RIGHTS

No rights granted hereunder shall be assignable or otherwise transferable by

any Party, except with the consent of the other Party, and any attempt to
make such transfer or assignment without such consent shall be void.

G. ENTIRETY

This Agreement is the entire agreement recording the understanding reached

between the Parties in respect to matters concerning this Agreement.

H. COUNTERPARTS

This Agreement may be executed in any number of counterparts, all of

which taken together constitute one and the same.

[Intentionally left blank, signature page follows]

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their
authorized representatives at the respective places mentioned thereto:

For and on behalf of Sun Capital Advisory Services Private Limited

Authorized signatory

Name: Mr. Arijit Bhaduri

Designation: Head, Renewable Energy

For and on behalf of Mehta & Mehta

Authorized signatory

Name:

Designation: