Non Disclosure Agreement of Business Partnership for Region india by and between \Vizebh Compositech Pv. Lid and SAIRA ASIA INTERIORS PRIVATE LIMITED Non disclosure Agreement of Business Partnership This Agreement has been signed on the xx of April. 2019 between VIZEBH COMPOSITECH PVT. LTD. whose registered office is at BLOCK NO. 62, 63 KURALI- GANPATPURA ROAD, NEXT TO NARMADA CANAL, AT & PO: KURALI TA- KARJAN, VADODRA Vadodara GJ 391240INDIA, (which expression shall mean and include her legal heirs, successors, successors-in-interest, executors, administrators, legal representatives, attorneys and assigns), having been represented by 222226? KOR (Name and Designation) herein after called as VIZEBH of ONE PART MOMALIK, DIRECOR ‘AND Saira Asia Interiors Private Limited, whose registered office is at 121/A, Manjusar G.LD.C. Industrial Estate, Savii, Vadodara 391775, Gujarat, INDIA (which expression shall mean and include her legal heirs, successors, successors-in-interest, executors, administrators, legal representatives, attomeys and assigns), and represented by ... (Name and Designation) hereinafter called ‘SAIRA’ of OTHER PART. VIZEBH and SAIRA shall be herein after shall be referred to separately by “Party” or jointly by “Parties” WHEREAS VIZEBH is involved in activities of manufacturing of various design, manufacturing and supply of various World Class and cost effective composites, carbon composites and advanced composite components and products (Herein after referred as “Products”) using various specialised manufacturing processes (Herein after referred as “Processes’), as detailed in Schedule 1, and specialised facility and manpower to design the Processes and products (Herein after referred as “Design Facilities"), for use in various Railways and other industries. SIARA is specialised in design, manufacturing and Sales of Interior items, Seats, Lighting for Rolling stock and other Railway and Tram applications, and have strong presence in Indian Rolling stock market. The parties wish to discuss the scope of Business Association for Sales of the Products in India and globally using the sales network of SAIRA and use of specialised Design Facilities and Processes of VIZEBH for manufacturing of various products as per Tequirements of the customers, for use by the rolling stock manufacturers in India and globally, (herein after referred as “Purpose’), to remain confidential."Non Disclosure Agreement of Business Partnership for Region India by and between ‘Vizebh Compostech Pvt, Lid and SAIRA ASIA INTERIORS PRIVATE LIMITED. In this context, the Parties wish to protect and safeguard their respective proprietary rights in respect of such confidential information and desire to define their respective rights and obligation in relation thereto i partnership (hereinafter “the Agreement” this Non-Disclosure Agreement for Business NOW, THEREFORE, in consideration of the promises and mutual undertakings contained herein, the Parties hereby agree as follows: ATRICLE 1 : Definition 14 12 13 1.4 15 16 47 SCOPE is defined as the work that is to be carried out under a contract or agreement to complete one or more projects, broken into deadlines and specific tasks, for the Purpose. BUSINESS PARTNERSHIP is defined as the relationship established by the gathering of more than one economically and legally independent real or legal Persons or companies within the context of an agreement, for the purpose of performing the contractual activates that has been committed, provided that each Partner of the Business Partnership is separately liable for the fulfilment of the work in full, TERITTORY is defined as a country or a part of it or a geographic area or many countries which has been identified to do business or assigned area of responsibility and subject to a particular jurisdiction. PRODUCTS are defined as a group of completely finished items to be sold to consumers for their use. PROCESSES are defined as specialised manufacturing facilities, including manufacturing machineries and skilled manpower, required for manufacturing of the Products. DESIGN FACILITIES are defined as the specialised manpower and licensed software to design specialised products as per customer requirements and also raw material formulation. ‘onfidential Information" means, in addition to existence, content and objectives of the present Agreement, any information or data irrespective of such information or data being labeled or identify as “confidential”, whether in tangible or intangible form, in whatever medium provided, whether unmodified or modified by Receiving Party or its Representatives (as defined herein), whenever and however disclosed, including but not limited to any commercial, administrative or technical information or any information, connected or not to intellectual and/or industrial property rights of any kind, and related (wholly or in part) to, without limitation, either of the Parties, or any of their products or businesses, their markets, suppliers, organization, Personnel, operations, facilities, assets, financial conditions or results, rights, obligations and liabilities as well as design, engineering, manufacture of the ED 11 KURALI | 391240 — On"Non Disclosure Agreement of Business Partnership for Region India by and between ‘Vigebh Compositech Pvt, Lid and SAIRA ASIA INTERIORS PRIVATE LIMITED. Products by VIZEBH and andlor the SAIRA Products, irrespective of the way such information are disclosed whether in oral, documentary, magnetic, electronic, graphic or digital form including, without limitation, designs, drawings, photographs, Circuits, calculations, measurements, techniques, processes, and information learned by the receiving Party from inspection of Samples and site visit or, in a general manner, any means of disclosure of such Confidential Information, regarded or qualified as such by the Parties, or which would be reasonably considered as such. Any Confidential Information or data, in any form, transferred by one Party to the other Party, shall be governed by this Agreement even if it is not specified Components, tooling, patterns, or accessories (hereinafter referred to as “Samples’) or complete provided by the disclosing Party to the receiving Party for the performance of the Purpose shall be considered as Confidential Information under this Agreement. 1.8 CUSTOMER is defined as any or all persons or entities who purchased or willing to purchase the products from the parties or manufactured by MIOS from territory of this agreement. 1.9 FORCE MAJEURE is defined as an event or events that is related to the occurrence of the followings (a) An act of war (whether declared or not), hostilities, invasion, act of foreign enemies, terrorism or civil disorder; (b) Ionizing radiations, or contamination by radioactivity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof; (c) pressure waves from devices travelling at supersonic speeds or damage caused by any aircraft or similar device; (d) a strike or strikes or other industrial action or blockade or embargo or any other form of civil disturbance (whether lawful or not), in each case affecting on a general basis the industry related to the affected Services and which is not attributable to any Unreasonable action or inaction on the part of the Company or any of its Subcontractors or suppliers and the settlement of which is beyond the reasonable control of all such persons; (d) specific incidents of exceptional adverse weather conditions in excess of those required to be designed for in this Agreement which are materially worse than those encountered in the relevant places at the relevant time of year during the twenty (20) years prior to the Effective Date; (e) tempest, earthquake or any other natural disaster of overwhelming proportions: pollution of water sources resulting from any plane crashing into; ( discontinuation of electricity supply, not covered by the agreement concluded with the [utility company]; or (g) other unforeseeable circumstances beyond the control of the Parties against which it would have been unreasonable for the affected party to take precautions and which the affected party cannot avoid even by using its best efforts, Which in each case directly causes either party to be unable to comply with all or a material part of its obligations under this Agreement;"Non Disclosure Agreement of Business Partnership for Region India by and between \Vizebh Compostech PV. Lid and SAIRA ASIA INTERIORS PRIVATE LIMITED. (1) Neither Party shall be in breach of its obligations under this Agreement (other than payment obligations) or incur any liability to the other Party for any losses or damages of any nature whatsoever incurred or suffered by that other (otherwise than under any express indemnity in this Agreement) if and to the extent that it is prevented from carrying out those obligations by, or such losses or damages are caused by, a Force Majeure Event except to the extent that the relevant breach of its obligations would have occurred, or the relevant losses or damages would have arisen, even if the Force Majeure Event had not occurred (in which case this Clause 20 shall not apply to that extent). (2) As soon as reasonably practicable following the date of commencement of a Force Majeure Event, and within a reasonable time following the date of termination of a Force Majeure Event, any Party invoking it shall submit to the other Party reasonable proof of the nature of the Force Majeure Event and of its effect upon the performance of the Party's obligations under this Agreement. (3) The Company shall, and shall procure that its Subcontractors shall, at all times take all reasonable steps within their respective powers and consistent with Good Operating Practices (but without incurring unreasonable additional costs) to: (a) prevent Force Majeure Events affecting the performance of the Company's obligations under this Agreement; (b) mitigate the effect of any Force Majeure Event; and (©) comply with its obligations under this Agreement. The Parties shall consult together in relation to the above matters following the occurrence of a Force Majeure Event. (4) Should paragraph (1) apply as a result of a single Force Majeure Event for a Continuous period of more than [180] days then the parties shall endeavour to agree any modifications to this Agreement (including without limitation, determination of New tariffs (if appropriate) in accordance with the provisions of Clause 7(4)(e)) which may be equitable having regard to the nature of the Force Majeure Event and which is consistent with the Statutory Requirements. 1.10 INSOLVENT is defined as the state in which a person or any entity is unable to pay debt or dues upon the date, when they become due in ordinary course of business. 1.11 TERMINATION OF AGREEMENT is defined as the end of the agreement prior to the validity of the agreement, and before it being fully performed by both the parties. Article 2: The Scope of the Agreement This agreement will have the following Scope - 2.1 VIZEBH hereby agree to expand their business and exclusively depute SAIRA to represent VIZEBH in Railways Market in India and Globally. 2.2 SIARA hereby agree to use the Design Facilities and Processes to manufacture various goods for the customers in Railway Applications in India and also globally, 4/1723 24 25 26 27 28 29 2.10 2.10 2.41 "Non Disclosure Agreement of Business Partnership for Region India by and between ‘Vizebh Compositech Pv. Lid and SAIRA ASIA INTERIORS PRIVATE LIMITED and sale products manufactured by VIZEBH using own Sales and Business Development team. It is recognized by both Parties shall enter into a business partnership where VIZEBH shall use SAIRA Logo and Brand for manufacturing of products using their process and design facilities, for the products manufactured on behalf of SAIRA. The Business Partnership will commence on the date of signing of this agreement (‘Commencement Date") and shall continue to remain in force for a minimum period of 5 years (“Minimum Contract Period”). This Agreement shall then be extended for successive periods of five (5) years provided mutual agreement between the Parties at least one (1) month before the expiry date of the initial period or one (1) month before the expiry date of any successive period, subject to the Termination Clause as mentioned hereinafter in Article 8. During the Minimum Contract Period, the parties shall endeavour to collaborate in good faith and not terminate this agreement, however, should circumstances necessitate a termination, either Parties shall have the right to terminate this agreement in the manner stated in the Termination Clause herein. ‘The Parties shall have the right to mutually amend this agreement from time and in the event of there arises any uncertainty between such subsequent amendments and the terms and conditions set out herein, the latter shall prevail. VIZEBH shall not enter into any agreement with any other party for manufacturing of similar products or use of VIZEBH process and Design Facilities on their behalf. SAIRA on other hand agree not to use any other facilities to manufacture similar products from other manufacturer without written agreement from VIZEBH. Both the parties hereby agree that this Agreement shall be governed by Indian Contract Act 1872, and subsequent amendments, as applicable. The Parties agree herein to accept Indian Rupees (INR) as the currency for all financial exchanges between the Parties. The Parties hereby agree to the terms of payment between the parties as follows : SAIRA shall pay to VIZEBH within 7 working days of receipt of payment from the customer. Saira shall keep informed VIZEBH of all business transactions with Products under this agreement, and payments receipt dates. Both parties agree to respect the Ownership of the information of respective party and agree to maintain the confidentiality of all the information as may be provided, and shall refrain from any use of such Confidential Information for any other purposes. Both parties hereby agree not to hire any other party's manpower directly or indirectly, without official written approval from other party, within the period of this contract and 2 (Two) years thereafter."Non Disclosure Agreement of Business Partnership for Region India by and between ‘Vizebh Compostech Pvt, Lid and SAIRA ASIA INTERIORS PRIVATE LIMITED 2.12 Both parties hereby agree to make Insurance for their own facilities for any damage from Theft, Fire, or any other force majeure situation and act of God, which are not in control, and shall be responsible for making good for any such damage without any deviation from contractual obligation of customer. 2.13 Both parties hereby agree to decide on Material procurement planning and transportation of raw materials and finished products on Project to project basis through mutual agreement. 2.14 Both Parties hereby agree that the PPAP and APQP, including FAI or Factory Acceptance Tests, shall be carried out at the site of production, and shall be responsibility of VIZEBH for the products manufactured at their factory using their Process. 2.15 Both Parties hereby agree that the representative of SAIRA can visit the factory of VIZEBH at any time without notice, to supervise the progress in the job, involving the process and Design facility and to monitor the project quality and adherence of the project schedule. 2.16 Subject to the terms stated herein, VIZEBH and SAIRA hereby agree to make partnership business and provide exclusive right to SAIRA to use the design facilities and processes of VIZEBH for manufacture of products as per requirement of the Customer. Article 3: OWNERSHIP 3.1. Neither Party shall have any obligation to communicate Confidential Information to. the other. 3.2 Any Confidential Information, any copies and reproductions (in whole or in part) thereof disclosed by one Party to the other hereunder remains the property of the disclosing Party. 3.3. In the event Samples are provided, the type and quantity of Samples to be delivered shall be at the sole discretion of the disclosing Party. The submission of3.4 35 3.6 37 38 3.9 Non Disclosure Agrooment of Business Partnership for Region Inala by and between \Vizebh Composttech Pv. Lid and SAIRA ASIA INTERIORS PRIVATE LIMITED Samples pursuant to this Agreement is for experimental purposes only and shall not be construed as a sale or offer of sale. Each Party shall promptly upon request by the other, at any time, destroy or return to that other Party all the Confidential information communicated by the latter hereunder together with all copies and extracts made thereof. Confidential Information incorporated into the receiving Party's own records shall be destroyed or erase upon request by the other Party. The property rights, including intellectual and/or industrial property rights, disclosed under this Agreement shall remain the exclusive property of the disclosing Party subject to respect of third party's rights. Any disclosure made under the present Agreement shall not be construed in any case as granting to the receiving Party any patent, copyright or design license, or rights of use of industrial/intellectual property rights, associated to the Confidential Information, which exist at the date of the signature of this Agreement or will exist in the future, The disclosure of the Confidential Information under this Agreement does not allow or entitle the receiving Party to use, lease, sell, disclose to or otherwise dispose of the above mentioned Confidential Information for the benefit of any party or person other than the disclosing Party. The receiving Party shall not generate analysis or otherwise manufacture or design products, sub-assemblies, assemblies or components on the basis or by making use of the Confidential Information or by using the Confidential Information in combination with other information. Article 4: USE AND NON-DISCLOSURE. Each Party agrees to use the Confidential Information received from the other Party solely in connection with the Purpose for which the Confidential Information has been disclosed and shall refrain from any use of such Confidential Information for any other purposes. From time to time, the Disclosing Party may disclose Confidential Information to the @ Receiving Party. The Receiving Party will limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives") who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose;(b) ©) @) "Non Disclosure Agreement of Businoss Partnership for Region India by and between YVizebh Compositech Pv. Lid and SAIRA ASIA INTERIORS PRIVATE LIMITED advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement, require such Representatives to be bound by written confidentiality restrictions no less Stringent than those contained herein, and assume full liability for acts or omissions by its Representatives that are inconsistent with its obligations under this Agreement; keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein). Additionally, Confidential Information disclosed by the Parties: = Shall not, without the prior written approval of the disclosing Party, be disclosed, nor likely to be disclosed, directly or indirectly, to any third parties other than those specifically identified hereafter, agreed that any SAIRA Affiliates shall not be considered as a third party under the present Agreement, provided such Affliates shall respect the terms of the present Agreement. In the frame of this Agreement, Affiliates means companies placed directly or indirectly under the same superior direction, and any company holding, at any time during the duration of the present Agreement, a majority in these companies, either by owning a majority of the shares combined with voting rights or by exercising a control in another way than by ‘owning shares in the concerned controlled companies. - Shall not be used in any case for the manufacture or procurement of the Products or components or parts thereof without the prior written consent of the other Party, and each Party shall ensure that any third parties to whom it may disclose any of such Confidential Information do not so use it; - Shall not be used in any case for commercial purpose such as sales promotion of products or services, or the improvement of Parties’ existing Products, without mutual consent; - Shall not be used, reproduced or disclosed internally, except to employees of the Parties who need to know such Confidential Information for the fulfilment of the Purpose and subject to a prior written approval of the disclosing Party. In this case, the receiving Party shall have obtained the necessary secrecy, confidentiality and non-disclosure undertakings at least as stringent as the terms under this Agreement from such employees prior to such disclosure or such giving access. Any breach of the obligation of confidentiality contained in this Agreement by such employees shall be treated as a breach of such obligations by the receiving Party; - Shall be protected and kept confidential by the receiving Party at least with the same degree of care as the receiving Party uses to protect and keep its own Confidential Information; 8/17Non Disclosure Agreement of Business Partnership for Region India by and between \Vizebh Compostech Pvt Lid and SAIRA ASIA INTERIORS PRIVATE LIMITED - Any copies and/or reproductions of the Confidential Information shall contain any and all references to the relevant ownership rights and intellectual proprietary rights, as well as any and all markings expressing the confidential nature of the copied Confidential Information. Compelled Disclosure of Confidential information Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided that the Receiving Party will disclose only that portion of the requested Confidential Information that, in the written opinion of its legal counsel, it is required to disclose. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability. Return of Confidential Information Receiving Party shall immediately return and redeliver to Disclosing Party all tangible material embodying any Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom, and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data, word processing, or other types of files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of () the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (ii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its reasonable document retention policies Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party's option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably non-recoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction).Non Disclosure Agreement of Business Partnership for Region India by and between ‘Vizebh Compositech Pv. Lid and SAIRA ASIA INTERIORS PRIVATE LIMITED Article 5 : Rights and Obligations of VIZABH 5.1 5.2 5.3 54 55 5.6 57 58 59 5.10 5.11 VIZEBH shall produce the product as per the technical specification of the order from SAIRA, using the process and Design facilities of VIZEBH, using SAIRA Logo and Brand name, for Sale by SAIRA to the customers. VIZEBH shall to the best of its ability to assist SAIRA to carry out its obligations under the Agreement. VIZEBH will not deal directly with any customer or contact in Railway Segment and in Aviation Segment in india and Globally without informing SAIRA. VIZEBH shall keep SAIRA informed of all inquiries and orders received directly from customers or through SAIRA from the customers in Railway Segment and Aviation Segment, VIZEBH shall be responsible for manufacturing of the products and Design using the process and Design facilities with SAIRA logo and Brand name and deliver the required products to SAIRA, for sales in the Territory, as per the agreed delivery schedule of Saira and also as per the Delivery Schedule of the customer of SAIRA. VIZEBH shall be responsible for the after sales warranty support of the products manufactured using the process and design facilities of VIZEBH, at their own cost. VIZEBH shall respect the Warranty Clause of the customer of SAIRA, and shall provide after sales service as per the Warranty Clause of the customer for the products produced by them using VIZABH process and Design facilities. VIZEBH shall provide all technical assistance, including manpower for technical discussions to SAIRA for any technical discussions with the customers of SAIRA in relation to the process and Design facilities of VIZEBH. VIZEBH shall not enter into any agreement with any other party for manufacturing and / or sales of products in Railways and Aviation segments, and shall not allow any other third party to use their process and Design facilities to supply to customers of Railways Segment and Aviation Segment. If required by customer, VIZEBH shall get type tests of their products to be sold to customers in Railways Segment and Aviation Segment, using the processes and design facilities of VIZEBH. VIZEBH shall provide all technical and commercial support to SAIRA during tendering stage or submission of offer, and during contract execution stage to the customer, including, but not restricted to, technical documents, technical datasheet, technical drawings etc as required by the customer. All such communications and documents shall be in English language only.5.12 5.13 5.14 5.15 5.16 5.7 5.18 Non Disclosure Agreement of Business Partnership for Region India by and between ‘Vizebh Compesitech Pv. Lid and SAIRA ASIA INTERIORS PRIVATE LIMITED Any financial penalty imposed by customer on account of fault or delay from VIZEBH, shall be bome byVIZEBH. VIZEBH shall maintain the confidentiality of all technical and other information available from SAIRA, as required for the Purpose, and shall not use those details for any other purposes. VIZEBH shall be responsible for regular expenses normally attributed to carry on all business for their process and design facilities. VIZEBH shall be responsible of maintenance of their processes and design facilities and upgradation as per SAIRA customer requirements, for fulfilling the purpose. In case VIZEBH breach the contract in between an ongoing project or terminate the contract or get bankrupt, VIZEBH shall handover the factory and machineries required for the processes and all machineries and design facilities with manpower to Saira to complete the Process and to fulfil the contractual obligation of SAIRA, to their customers, without any cost implication on SAIRA. VIZEBH shall not contact any customer of SAIRA directly or indirectly in India or Globally. Any penalty imposed by the customer on SAIRA for late delivery or faulty products or any negligence shall be passed on to VIZEBH and any penalty related to consequential damages imposed by customer of SAIRA because of fault or negligence shall be on account of VIZEBH at actuals.After signing the contract, VIZEBH and SAIRA will handle the announcement about cooperation between both parties. Such broadcast will be agreed mutually. Article 6 : Rights and Obligation of SAIRA 64 6.2 63 64 SAIRA shall safe guard the rights of VIZEBH, and use their processes and design facilities to produce products as per requirements of customers of SAIRA in Railways Segment and Aviation Segment. SAIRA shall keep all technical information and datasheet available from VIZEBH, confidential, and shall not disclose the same to any third party without written consent from VIZEBH. SAIRA is not authorised to enter into agreements on behalf of VIZEBH without specific approval to do so, and should not represent himself to do so. Any such approval must be obtained on case to case basis in writing SAIRA shall be responsible for regular expenses normally attributed to carry on all business related to the purpose.65 66 67 Non Disclosure Agreement of Business Partnership for Region Inala by and between ‘Vizobh Compositech Pu, Lid and SAIRA ASIA INTERIORS PRIVATE LIMITED Any communication between VIZEBH and SAIRA shall be in English only, and can be over email or letter or Skype. SAIRA shall jointly work with VIZEBH for approval of the process and Design facilities, if required from the customers, and the cost for the same shall be borne by VIZEBH. SAIRA shall maintain the confidentiality of all technical and other information available from VIZEBH, as required for the Purpose, and shall not use those details for any other purposes. Article 7 : Warranty and after sales support 74 72 73 72 VIZEBH shall respect the Warranty Clause of the customer of SAIRA, and shall provide after sales service as per the Warranty Clause of the customer for the products produced by them using VIZEBH process and Design facilities. VIZEBH shall be responsible for all warranty services at the costs of VIZEBH for the Products, including, but not limited to, replacing defective parts, irrespective of when and through which channels the Products were sold and /or delivered, at the cost of VIZEBH. Any penalties levied by the customer, for supply of such defective parts or materials, shall be borne by VIZEBH only. VIZEBH shall compensate SAIRA at mutually agreed rates for the performance of warranty services and provide, and deliver to, or cause to be delivered to, by SAIRA, free of charge, any and all replacement parts necessary to carry out such warranty services. The terms and conditions of Warranty shall be decided based on the customer's requirement and general business practise in Railways Segment and Aviation ‘Segment globally. ARTICLE 8 : DURATION The present Agreement shall become effective at the date of its signature by the Parties and, except in case of termination pursuant to the Article 9 hereinafter, is concluded for a period of five (5) years starting from the date it is signed by the Parties. This Agreement shall then be extended for successive periods of five (5) years provided mutual agreement between the Parties at least one (1) month before the expiry date of the initial period or one (1) month before the expiry dateNon Disclosure Agreement of Business Partnership for Region India by and between ‘Vizebh Compositech Pv. Lid and SAIRA ASIA INTERIORS PRIVATE LIMITED of any successive period. This Agreement shall apply to Confidential Information which may have been communicated by one Party to the other prior to the date of signature of this Agreement provided that it was communicated for the Purpose. The receiving Party which disclosed Confidential Information prior to the date of the present Agreement shall identify such Confidential Information. ARTICLE 9: NOTICE OF BREACH Receiving Party shall notify the Disclosing Party immediately upon discovery of, or suspicion of following: (1) any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives; or (2) any actions by Receiving Party or its Representatives inconsistent with their respective obligations under this Agreement, Receiving Party shall cooperate with any and all efforts of the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use. ARTICLE 10: TRANSFER CLAUSE SAIRA shall have the first right to buy the concerned VIZEBH design facilities and processes to produce various products in event of either Bankruptcy of VIZEBH, serious technical problem/defect in VIZEBH product or Take over/Sell of VIZEBH to any other company. The price of such transfer shall be agreed at the time of signing the agreement and shall same be amended in the agreement. Article11: Termination 11.1. Notice of Termination : This Business partnership can be terminated at the instance of either parties by service of notice of termination, one year prior to the date the parties intend for the termination to be effective. 14.2 Automatic Termination : This agreement shall be stand terminated with immediate effect, if either party neglect or refuses to perform or observe any provisions of this agreement, or commit breach of trust or become insolvent or is rendered incapable of performing their respective obligations owing to reasons of force majeure. 11.3 Termination by Agreement : The parties at any time during the term of this agreement may agree to terminate the same, by mutual consent and based on terms and conditions agreeable to either parties at the time of execution of such termination agreement. Eiech SI aN 3/17 7nunaNe (ooro/g .'Non Disclosure Agreement of Business Partnership for Region Inala by and between ‘Vizebh Compositech Pv. Lid and SAIRA ASIA INTERIORS PRIVATE LIMITED 11.4 Termination shall not have any impact on the previous, current or any future commitment's made by SAIRA on account of this agreement with VIZEBH. Article12: Assignment Neither Party may assign this Agreement or any part of it to any third party without the prior written consent of the other party. Article13: Arbitration All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Gujarat, India. An award of arbitration may be confirmed in a court of competent jurisdiction The Contract shall be governed by Indian Contract Act 1872. {fat any time any question, dispute or difference whatsoever shall arise between the Buyer and the | Seller upon or in relation to or in connection with the contract, either of party may forthwith give to the other notice in writing of the existence of such question, dispute or difference and the same shall be referred to the adjudication of two arbitrators, one to be nominated by the Buyer and the other by Seller, or in the case of said arbitrators not agreeing then to the adjudication of an umpire to be appointed by the arbitrators in writing. Before proceeding, the reference and the award of the arbitrators, or in the event of their not agreeing, of the umpire, appointed by them, shall be final and binding on both of the parties and the provision of the Indian and Arbitration and Conciliation Act 1996 and as amended by Arbitration and Conciliation (Amendment) Act 2015 and of the rules thereunder and any statutory modification thereof shall be deemed to apply to and be incorporated in the contract. The arbitration shall take place in Vadodara, Gujarat, India, under jurisdiction of Gujarat High Court, in the English Language. Article14: Notices and Communication 14.1 All notices and communications (by writing, fax or email) shall be addressed to the party concerned at the address of such party appearing at the commencement of this Agreement or any other address communicated in writing to the other party as being effective for the purpose of this Clause. 14.2 All Communications shall be in English language only. 14.3 Contact details for communi VIZEBH:; pappece UMAR MAHALIX 49) B9BVBOSS22 pracdecp @ velech.ce-z ion 14/17"Non Disclosure Agreement of Business Partnership for Region India by and between ‘Vizobh Compositech Pvt, Lid and SAIRA ASIA INTERIORS PRIVATE LIMITED 2 S INDIA Direct: Phone: Mobile: Email: Article15: Non- Competition 14.1 14.2 143 VIZEBH agrees not to do business in Railway Segment and Aviation Segment directly or through any other third party and manufacture products for any other third party to be used in Railway Segment and Aviation Segment, using the process and Design facilities under the scope of this agreement. SAIRA shall not use any other processes and design facilities offered by any other 3 party to manufacture similar product to be used in Railway Segment and Aviation Segment, without written consent from VIZEBH. Both VIZEBH and SAIRA shall inform each other on all its current agreements for use of processes and Design facilities to or by any other third party, for manufacturing of products to be used in Railways Segment and Aviation Segment. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly representative(s) VIZEBH Saira Asia Interiors Pvt Ltd Name: PRADEEP Kumar PBPK Name. Title: 2) €¢77R Title Date: 24 [Mey 209 Date ‘Signature: Blom Signatut QS kuraui VeNon Disclosure Agreement of Business Partnership for Region nda by and between ‘Vebh Composiiech Pv. Lid and SAIRA ASIA INTERIORS PRIVATE LIMITED Effective Date Signed for SAIRA : Date : xx.April.2019 Schedule 4 - The Processes for FRP and Thermostat Product manufacturing and Design Facilities : The following Processes used for FRP and Thermostat product manufacturing are covered by the Agreement : Y Hand Layer v LRTM ¥ VRTM/ Infusion ¥ Pultrusion y SMC v DMC v vMC ¥ Thermostat Injection Moulding ¥ Compression Moulding The following Design facilities with respect to use of the above processes to provide design of various Products and raw materials. ¥ Design of Raw Material formulation for use in SMC, DMC and VMC. ¥ Design facilities with all licenced software for design and analysis. Effective Date This Schedule shall take effect from the xx. Mar. 2019"Non Disclosure Agreement of Business Partnership for Region Inala by and between Signed for VIZEBH Signed for SAIRA : Date : xx April.2019 Schedule 2- The Business Segment & Territory 1. Railway Segment : The manufacturers of Rallways Rolling stock, including locomotives, Trams and Passenger carriers, and sub suppliers and Service providers to these rolling stock manufacturers and Railways operators globally. 2. Aviation Segment : The manufacturers of any air borne vehicles and service providers, and sub suppliers of such air borne vehicle manufacturers globally. 3. The Territory covered by the agreement all over world for the Railways Segment and Aviation Segment. Effective Date Signed for SAIRA: Date xx.April.2019