PROPRIETARY INFORMATION

AND
NONDISCLOSURE AGREEMENT

THIS Agreement is made at Kolkata on this _____ day of ___________________, 20____

Between

Titagarh Wagons Limited having its registered office at Titagarh Wagon Limited
Kolkata- -----, West Bengal, through its authorized representative, hereinafter referred
to as the "Company" which expression, unless repugnant to the context, include its
successors and assigns;

AND

Mr/Ms._________________________, son/daughter of Shri ________________________________________,

resident of _____________________________________________________________________________________
____________________________________________________________________________________________________
hereinafter referred to as the "Employee" and which expression shall, unless repugnant
to the context, include his legal heirs and representatives of the Employee;

WHEREAS:

A. The said employee is in the employment of the Company.

B. During the course of his Employment, including training abroad with the
Company’s clients, the said Employee would come across and would be
disclosed and/or would be privy to Proprietary Information of the Company
and/or their clients.

C. As a term of his Employment, the employee agrees to preserve the Proprietary

Information of Company and their clients, on the terms and conditions of this
AGREEMENT.

NOW THERFORE IT IS AGREED BY THE PARTIES AS UNDER:

1. PROPRIETARY INFORMATION. “PROPRIETARY INFORMATI0N” shall include

the proprietary, confidential, trade secret information, and/or specialized know-
how belonging to the Company which Company is under an obligation to
maintain as confidential, including, without limitation, clients’ products, whether
or not it is in written or permanent form. Proprietary Information shall also
include, without limitation, conceptual, technical, commercial and business
information relating to Company’s business plans or future business plans.
Proprietary Information shall not include information, which enters the public
domain without breach of any confidentiality obligations and cannot be traced
back to the Employee.
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 Proprietary Information shall also include all and any Corporate Information,
Marketing Information, Technical Information and other information (whether
or not recorded in documentary form or on computer disk or tape) to which the
Company or any Associated Company attaches an equivalent level of
confidentiality or in respect of which it owes an obligation of confidentiality to
any third party:

a) Which the Employee has acquired or shall acquire at any time during his
employment by the Company.

b) Which is not readily ascertainable to persons not connected with the

Company either at all or without a significant expenditure of labour skill or
money

Proprietary Information shall also include all and any information (whether or
not recorded in documentary form or on computer disk or tape) relating to the
business methods, corporate plans, management systems, finances, maturing
new business opportunities or research and development projects of the
Company .

Proprietary Information shall further include all and any information (whether
or not recorded in documentary form or on computer disk or tape) relating to
the marketing or sales of any past, present or future product or service of the
Company including without limitation sales targets and statistics, market share
and pricing statistics, marketing surveys and plans, market research reports,
price lists, advertising and promotional material, the names, addresses,
telephone numbers, contact names and identities of customers and potential
customers of and suppliers and potential suppliers to the Company , the nature of
their business operations, their requirements for any product or service sold to
or purchased by the Company and all confidential aspects of their business
relationship with the Company .

2. ‘Material Interest’ means:

a. The holding of any position as director, officer, employee, Employee,

partner, principal or agent; or

b. The direct or indirect provision of any financial assistance.

3. Obligation not to Disclose

i) Employee shall use its best efforts, including the establishment of appropriate
security measures, to prevent the inadvertent disclosure or theft of
Proprietary Information that it may receive or obtain from Company through
observations or in verbal or written form.

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 ii) Employee shall use the proprietary information so disclosed by Company in
writing, solely for the purpose of business of the Company and their clients
for no other purposes and at no other venue except with the written
permission and consent of Company.

iii) Employee shall not copy, reproduce, summarize, quote, transmit, distribute,
disclose, or make any commercial or other use whatsoever of Proprietary
Information, directly or indirectly, under any circumstances or by any means,
without the express written consent of Company. Employee agrees to
exercise the highest degree of care in safeguarding Proprietary Information
against loss, theft, or other inadvertent disclosure, and agrees generally to
take all steps necessary to ensure the maintenance of confidentiality.

iv) Employee shall not disclose to any third party in whole or in part, by any
means whatsoever, any Proprietary Information provided by Company unless
expressly consented in writing by Company. Employee shall not give any
interviews or make any statement to the press in respect to the Proprietary
Information without prior consent of Company.

v) These obligations on the Employee shall be binding on him during the

employment

vi) In case the Employee discloses the Proprietary Information and database to
any third party in whole or in part, by any means, whatsoever or uses the
Proprietary Information provided by Company at any other venue or for any
other client without the express consent in writing of Company, then in that
event Employee shall be liable to pay damages to the Company.

vii) The parties agree to pay loss/damage to the Company as decided by the
competent legal authorities.

viii) The above undertakings are without prejudice to any other rights the
Company may have under Indian Law in relation to the breach of clauses
mentioned above.

4. Limited Disclosure to Employee’s Agents. Employee shall disclose Proprietary

Information only to those employees, agents, and representatives of Company
who (a) require the Proprietary Information in order to carry out their
responsibilities relating to Employee’s discussions with Company, (b) have been
advised of its confidential nature and the existence and importance of this
AGREEMENT, and (c) have agreed in writing to comply with non-disclosure
obligations identical to those of Employee pursuant to this AGREEMENT.

5. Notes and Written Materials. All records, reports, notes, compilations, or other
recorded matter, and copies or reproductions thereof, relating to Company’s
operations, activities or business, made or received by Employee during any
discussions with Company are and shall remain Company’s exclusive property.
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 Immediately upon request from Company, Employee shall deliver to Company, all
written and tangible material in employee’s possession belonging to Company or
incorporating any Proprietary Information.

6. Return of Materials: Any material or documents containing Proprietary

Information which have been furnished to the Employee by Company shall be
promptly returned, accompanied by all copies of such documentation, within two
weeks after receipt by the Employee of a written notice from the disclosing party
requesting the return of Company’s Proprietary Information.

7. Acknowledgements by the Employee

The Employee acknowledges:

a. that the Company possess a valuable body of Proprietary Information;
b. that the Company will give him access to Proprietary Information in order
that he may carry out the duties of his employment;
c. that the duties of his employment include, without limitation, a duty of
trust and confidence and a duty to act at all times in the best interests of
the Company;
d. that his knowledge of Proprietary Information directly benefits him by
enabling him to perform his duties.
e. that the disclosure of any Proprietary Information to any customer or
actual or potential competitor of the Company would place such company
at a serious competitive disadvantage and would cause immeasurable
(financial and other) damage to the Businesses of the Company;

8. Obligations during Employment

a. Inventions

i) If at any time during his employment the employee (whether alone or

with any other person or persons) makes any invention on company’s
time and money which relates either directly or indirectly to the
business of the Company, the Employee shall promptly disclose to the
Company full details, including drawings and models, of such
invention to enable the Company to determine whether or not it is a
Company Invention.
ii) If the invention is a Company Invention, the Employee shall hold it in
trust for the Company and, at the request and expense of the Company,
do all things necessary or desirable to enable the Company or its
nominee to obtain for itself the full benefit of and to secure patent or
other appropriate forms of protection for the Company Invention
throughout the World.

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 iii) Decisions as to the patenting and exploitation of a Company Invention
shall be at the sole discretion of the Company.

iv) The Employee irrevocably appoints the Company to be his attorney in

his name and on his behalf to execute documents, to use the
Employee’s name and to do all things which may be necessary or
desirable for the Company to obtain for itself or its nominee the full
benefit of the provisions of paragraph 8.a.ii and a certificate in writing
signed by any Director or the Secretary of the Company that any
instrument or act falls within the authority hereby conferred shall be
conclusive evidence that such is the case so far as any third party is
concerned.

b. Conflict of Interest

The Employee agrees that during the period of his employment by the
Company, he shall:

i) abide by any relevant Company policy which may be promulgated

from time to time;

ii) not directly or indirectly disclose to any person, firm or company

or use other than for any legitimate purposes of the Company any
Proprietary Information;

iii) not without the Company’s prior written permission hold any
Material Interest in any person firm or company which:

 is or shall be in competition with any of the company businesses;

 impairs or might reasonably be thought by the Company to impair

his ability to act at all times in the best interests of the Company; or

 requires or might reasonably be thought by the Company to

require him to disclose any Proprietary Information in order
properly to discharge his duties to or to further his interest in such
person, firm or company;

iv) not directly or indirectly receive or obtain in respect of any goods

or services sold or purchased or other business transacted
(whether or not by him) by or on behalf of the Company any
discount rebate, commission or other inducement (whether or not
by him) by or on behalf of the Company any discount, rebate,
commission or other inducement (whether in cash or in kind)

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 which is not authorized by any Company rules or guidelines from
time to time and if he or any firm or company in which he holds
any Material Interest shall obtain any such discount, rebate,
commission or inducement, he shall immediately account to the
Company for the amount so received;

v) not without the prior authority of the Company remove from the
Company premises or copy or allow others to copy the contents of
any document, computer disk, tape or other tangible item which
contains any Proprietary Information or which belongs to the
Company ;

vi) if so requested by the Company delete all Proprietary Information

from any computer disks, tapes or other re-usable material in his
possession or under his control and destroy all other documents
and tangible items in his possession or under his control which
contain or refer to any Proprietary Information.

GENERAL PROVISIONS

9. Governing Law / Jurisdiction: This AGREEMENT shall be governed and

interpreted in accordance with the laws of India. Each party hereby consents to
jurisdiction of and venue in the courts of Kolkata, India.

10. Entire Agreement / Modification. This AGREEMENT sets forth the entire
agreement between the parties pertaining to the subject matter hereof and
supersedes all prior written agreements, and all prior or contemporaneous oral
agreements and understandings, express or implied. No modification to this
AGREEMENT, nor any waiver of any rights, shall be effective unless assented to in
writing by the party to be charged, and the waiver of any breach or default shall
not constitute a waiver of any other right or any subsequent breach or default.

11. That the employee has executed this agreement of his own free will and
voluntarily and in consideration of the appointment being given to the employee
in terms of the letter dated _____________________, 20___

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Employee Titagarh Wagons Limited

Signature: (Authorized Signatory)

Signature:
Name:
Name:
Date:
Desg.:
Place:
Date:

Place:

End of Document

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