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NON-DISCLOSURE AND SECURITY AGREEMENT INSTRUCTIONS FOR

COMPLETION

This document may be completed electronically and printed for signature or printed and
completed.

If completing the document electronically:

1. Enter the full legal entity name of the company, abbreviations, d/b/a, common names
will not be accepted.

2. Enter the primary address of the company. This is generally the company
headquarters address. P.O. Box address will not be accepted.

3. Enter the name of the company as it appears in #1

4. No data entry for item 4, this is the signature line.

5. Enter the name of the signatory.

6. Enter the title of the signatory

7. Enter the date the document is signed.

8. Print the complete document and obtain the signature of an authorized representative
of the company.

9. Scan the executed document and e-mail to the appropriate Caterpillar employee as
directed.

If completing the document other than electronically print the document and complete as
follows*:

1. Print the full legal entity name of the company, abbreviations, d/b/a, common names
will not be accepted.

2. Print the primary address of the company. This is generally the company
headquarters address. P.O. Box address will not be accepted.

3. Print the name of the company as it appears in #1

4. No data entry for item 4, this is the signature line.

5. Print the name of the signatory.

6. Print the title of the signatory

7. Print the date the document is signed.

8. Obtain the signature of an authorized representative of the company.

9. Scan the executed document and e-mail to the appropriate Caterpillar employee as
directed.

*Information must be PRINTED and legible.

Illegible documents will be rejected

Incomplete documents will be rejected.

Any changes or modifications to the document will be rejected.

 NON-DISCLOSURE AND SECURITY AGREEMENT

This Non-Disclosure and Security Agreement (“Agreement”) is entered into by and between
_____________________________________________________________________________1
with its principal place of business at
______________________________________________________________________________
_________________________________________________________________2 (“Company”)
on behalf of itself and its subsidiaries and affiliates in which Company owns directly or
indirectly at least fifty percent (50%) of the voting securities and Caterpillar Inc. with its
principal place of business at 100 N.E. Adams Street, Peoria, Illinois 61629 and its affiliates, of
which Caterpillar Inc. owns, directly or indirectly, at least fifty percent (50%) of the voting
securities (“Caterpillar”).

WHEREAS, Company desires to become a potential supplier of goods and/or services (a

“Supplier”) to Caterpillar; and

WHEREAS, Caterpillar may disclose information to Company that Caterpillar considers to be

Caterpillar Confidential Information or Intellectual Property and grant access to electronic
resources that Caterpillar considers proprietary resources in order to consider whether Caterpillar
shall select Company as a Supplier.

NOW THEREFORE, in consideration of Caterpillar’s consideration of whether to select

Company as a Supplier and for receipt by Company of certain Caterpillar Property (as defined
below) the parties agree as follows:

1. The following terms, as used in this Agreement shall have the meaning as set forth as
follows:

(a) “Agreement” means this Non-Disclosure and Security Agreement.

(b) “Caterpillar Confidential Information” means all business or technical information

(including passwords and other means for user authentication and security) disclosed by
Caterpillar to Company pursuant to the terms of this Agreement, directly or indirectly, in
writing, electronically, orally or visually, but does not include information that Company
can show: (a) was already in the possession of Company prior to its receipt from
Caterpillar without restriction on its use or disclosure; (b) is or becomes available to the
general public through no act or fault of Company; (c) is rightfully disclosed to Company
by a third party without restriction on its use or disclosure; or (d) is independently
created by an employee of Company or an independent third party on behalf of Company
where such employee or third party does not use or have access to Caterpillar
Confidential Information.

(c) “Caterpillar Intellectual Property” means Caterpillar’s patents, copyrights, trade

secrets, trademarks, and industrial design rights.

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 (d) “Caterpillar Property” means Caterpillar Confidential Information, Caterpillar
Intellectual Property and Resources

(e) “EDI” means the electronic exchange of Transaction Data utilizing Resources, including
passwords and other means for user authentication and security.

(f) “Resources” means access to or use of computer software and hardware, data processing
equipment, and other resources provided by or on behalf of Caterpillar.

(g) “Transaction Data” means all information normally contained in a business transaction
and documents conventionally associated with the supply of goods or services, such as a
purchase order, order release, invoice and notification of acceptance of delivery.

2. Unless and until instructed in writing to the contrary by Caterpillar, Company will not: (a)
use any Caterpillar Property except to conduct business with or on behalf of Caterpillar; (b)
sell or transfer to a party other than Caterpillar a product or process that incorporates
Caterpillar Confidential Information or Caterpillar Intellectual Property, (c) grant access to
Resources to any employee without a need thereof or to any third party except on prior
written approval by Caterpillar; or (d) disclose to any third party any Caterpillar Property
except to conduct business with or on behalf of Caterpillar and provided that Company has a
confidentiality agreement in place with such third party to protect Caterpillar Property.
Notwithstanding the foregoing, Company may disclose Caterpillar Confidential Information
or Caterpillar Intellectual Property if it is disclosed pursuant to a valid court order or other
government order; provided that, Company will: (i) prior to disclosing, promptly notify
Caterpillar and give Caterpillar an opportunity to object to such order; (ii) inform the
requesting body the nature of such Caterpillar Confidential Information and/or Caterpillar
Intellectual Property and seek confidential treatment of such Caterpillar Confidential
Information and/or Caterpillar Intellectual Property by the requesting body; and (iii) disclose
only such Caterpillar Confidential Information and/or Caterpillar Intellectual Property as is
strictly required by such order.

3. Company will take all necessary steps to protect any Caterpillar Property with at least the
same degree of care that it uses to protect its own confidential information and property of
like kind, but in no event less than reasonable care.

4. Company understands and acknowledges that Caterpillar Property may be subject to the
export regulations of various governments, including but not limited to the United States
Government, relating to the export of technical data and products. Company will comply
with all applicable export regulations, including but not limited to the U.S. Export
Administration Regulations. Company indemnifies Caterpillar for any actions that are
contrary to applicable export regulations.

5. Company assumes full responsibility for any actions taken by its employees, agents,
subcontractors, or third parties to whom it has provided access to Caterpillar Property and

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 such party’s compliance with the obligations set forth herein.

6. If Company, its employees, agents, or subcontractors make improvements, modifications, or

derivative works (“Improvements”) of any Caterpillar Property, Company will promptly
notify Caterpillar. Additionally, Company hereby grants Caterpillar a non-exclusive, royalty
free, non-terminable worldwide license under such Improvements, and copyrights thereto, to
make, copy and distribute works of authorship, and to make, use, and sell products and
processes embodying such Improvements. Company will not disclose to Caterpillar any
confidential or proprietary information unless Caterpillar first agrees in a writing signed by
an authorized representative of Caterpillar specifically referencing this Agreement.

7. Company will, at the request of Caterpillar, return or destroy any media containing any
Caterpillar Confidential Information or Caterpillar Intellectual Property. Company will not
access any Resources except those for which it has been expressly authorized. Company will
not: (a) copy, reverse engineer, disclose, publish, distribute or alter Caterpillar Confidential
Information; or (b) copy, disclose, publish, distribute or alter Caterpillar Intellectual
Property, except as necessary for its use or access with Caterpillar, or use the same for any
purpose other than that for which it was given such use or access.

8. Company agrees to accord Transaction Data exchanged through EDI the same status and
effect as would be applicable to like information sent in written documents signed by the
party to be charged. Company is responsible for any Transaction Data exchanged by third
parties in association with its user authentication to the extent of Caterpillar’s detrimental
reliance thereon prior to notification of such misuse.

9. This Agreement represents the entire understanding with respect to nondisclosure, use, and
security of confidential information, intellectual property, and resources, and supersedes any
conflicting terms in prior agreements, representations, negotiations, and undertakings on
such matters, whether oral or written, between the parties; except for confidentiality
provisions in other agreements between the parties that control exposure to particular
confidential information under those agreements. If any provision of this Agreement is held
unenforceable or in conflict with the law of any jurisdiction, such holding will not affect the
validity of the remaining provisions. The laws of India will govern this Agreement. The
courts located in Chennai, India will have exclusive jurisdiction over all proceedings related
to this document and Company hereby consents to the personal jurisdiction of, and waives
any objection it may now or hereafter have, to the laying of venue in, such courts. Caterpillar
Inc. and/or any of Caterpillar affiliates shall have the right to take legal action jointly or
individually to enforce this Agreement

10. This Agreement does not constitute, create, give effect to or otherwise imply a partnership,
teaming, joint venture, or other formal business relationship. Further, this Agreement does
not provide for any sharing of profits or losses arising out of the efforts of Company or
Caterpillar. Additionally, signing of this Agreement does not constitute any commitment on
the part of Caterpillar to share any Confidential Information or to carry out any business with

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 the Company.

11. Company represents (a) it has the full power and authority to enter into and perform this
Agreement; and (b) the person signing this Agreement on behalf of Company understands
this Agreement and has been properly authorized and empowered to sign this Agreement.

AGREED AND ACCEPTED:

_____________________________________3 Caterpillar Inc.

Printed name of Company

By: _________________________________4 By: _____________________________

(Signature) (Signature)

Name: ______________________________5 Name: __________________________

Printed name of signatory Printed name of signatory

Title: _______________________________6 Title: ___________________________

Date: _______________________________7 Date: ___________________________

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