Draft for Discussion Purposes

Privileged & Confidential

Non- Disclosure Agreement

This Non-Disclosure Agreement (“Agreement”) is entered into on [.], 2019 by and between:

Tata Realty and Infrastructure Limited, a company incorporated under the Companies Act,
1956 and having its corporate office at Voltas House E Block, Dr. Babasaheb Ambedkar Road,
Chinchpokli, Mumbai 400 033, India, hereinafter referred to as the “Tata” (which expression
unless repugnant to the context shall mean and include its successors and permitted assigns);

AND

[Vendor details] Limited, a company incorporated under the Companies Act, 1956 and having
its registered office at [______________.] or (which expression unless repugnant to the context
shall mean and include its successors and permitted assigns).

The Disclosing Party and the Receiving Party are referred to individually as “Party” and
collectively as “Parties”, as the case may be.

WHEREAS:

A. Tata and [________] are in the process of entering into discussions in relation to a possible
transaction involving [___________.](“Transaction”);

B. In order to evaluate and implement the Transaction, the Parties recognize that certain
information including Confidential Information (defined hereinafter) would need to be
disclosed by each Party to the other Party. The Parties have therefore agreed that the
confidentiality obligations contained in this Agreement shall apply mutually to each Party’s
disclosure of Confidential Information to the other Party; and

C. Each Disclosing Party has accordingly agreed to disclose the Confidential Information to the
Receiving Party solely for the purpose of evaluating and implementing the Transaction, in
accordance with the terms and subject to the conditions contained in this Agreement.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. DEFINITIONS

"Affiliate" means, in respect of a person, any other person that directly or indirectly
Controls, or is under common Control with or is Controlled by such person.

"Confidential Information" means and includes any and all information, documents and
materials, whether oral or written, disclosed or made available, directly or indirectly, that are
or would reasonably be construed to be confidential by the nature of the information or

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circumstances of disclosure, irrespective of the form of the communication, on or after the

date of this Agreement, by the Disclosing Party, including without limitation, any business
information, operations, prospects, finances, assets, plans, clients, employee data, plans,
intentions, market opportunities, operations, processes, product information, know-how,
designs, trade secrets or software, commercial, technical and other data, information and
interpretations made available by the Disclosing Party and/ or any of its Affiliates, or
Representatives in relation to Transaction. Confidential Information shall include information
received from a third party on behalf of the Disclosing Party and all requests for proposal,
drafts, agreements for the Transaction howsoever documented, that has been or may
hereafter be provided or shown to the Receiving Party, irrespective of the form of the
communication, and also includes all notes, summaries, and other similar material prepared
by the Receiving Party containing or based, in whole or in part, on any information included
in the foregoing, pertaining to the Transaction. The fact that discussions are taking place
between the Parties concerning the Transaction and the terms of this Agreement shall also
be Confidential Information.

“Control” (together with its correlative meanings, “Controlled by” and “under common
Control with”) means, with respect to any subject person, ownership, directly or indirectly, of
more than 50% (fifty percent) of the voting securities of subject person, or the power to
direct or cause the direction of management or policies of the subject person, whether
through ownership of over 50% (fifty per cent) of voting securities, or through the power to
appoint more than half of the members of the board of directors or similar governing body of
such subject person.

“Disclosing Party” means the Party disclosing Confidential Information to the other Party in
connection with the Transaction.

“Receiving Party” means the Party receiving Confidential Information from the other Party
in connection with the Transaction.

“Representatives” in relation to any company, means the directors, officers, employees,

agents, professional advisors and consultants of that company or any of its Affiliates.

2. CONFIDENTIALITY OBLIGATIONS

In consideration of the Disclosing Party sharing the Confidential Information, the Receiving
Party hereby agrees and undertakes:

a) to keep the Confidential Information strictly confidential and ensure that the Confidential
Information shall not be furnished, sold, traded, published or otherwise disclosed to
anyone in any manner whatsoever, including by means of photocopy or reproduction
without the Disclosing Party’s prior written consent, except as expressly permitted under
this Agreement;

b) to use the Confidential Information solely in connection with and as necessary for the
purposes of evaluating the Transaction and not use or exploit the Confidential
Information in any other way;

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c) to take all prudent steps to prevent unintentional use or disclosure (including by its
officers, employees, contractors and Representatives) of the Confidential Information to
any other person or company;

d) to immediately notify the Disclosing Party of any suspected unauthorized use, copying or
disclosure of Confidential Information and to provide assistance reasonably requested
by the Disclosing Party in relation to any proceedings the Disclosing Party may take
against any person for any unauthorized access, copying or disclosure of the
Confidential Information;

e) not to make any disclosure or announcement concerning, or otherwise publicise, the

details and/or status of any discussions or negotiations that may take place between the
Receiving Party or its Representatives and the Disclosing Party, the possibility of the
Transaction taking place or any other arrangement with the Disclosing Party; and

f) Confidential Information may be disclosed to the Representatives of the Receiving Party

who need to know such information for the purpose of evaluating and/or implementing
the Proposed Transaction provided that the Representatives that receive Confidential
Information shall be informed by the Receiving Party of the confidential nature of such
information and directed to treat such information as confidential and shall undertake to
be bound by the terms of this Agreement.

3. DISCLOSURE AND DISSEMINATION

a) The confidentiality obligations contained in this Agreement shall not apply to Confidential
Information in the following circumstances:

i. the Confidential Information is or becomes part of the public domain without breach
of this Agreement by the Receiving Party;
ii. The Confidential Information is independently developed by Receiving Party in
accordance with applicable law and without violating this agreement
iii. The Confidential Information is received by Receiving Party from a third party who
acquired such Confidential Information in accordance with applicable law and
contract;
iv. the Confidential Information is lawfully in the possession of the Receiving Party prior
to disclosure of such information by the Disclosing Party and is not subject to an
existing agreement between the Parties; or
v. the Confidential Information is released pursuant to a binding court order or
government regulation, provided that the Receiving Party delivers a copy of such
order or action to the Disclosing Party.

b) The Receiving Party shall ensure that all persons to whom the Confidential Information
is disclosed shall keep such information confidential and shall not disclose or divulge the
same to any unauthorized person. In the event of any unauthorized disclosure by any
such person who has received the Confidential Information, the Receiving Party shall, at
its sole cost and expense, use its best efforts to prevent further disclosure and to recover
the Confidential Information from such person and those entities to which the
Confidential Information has been improperly disclosed.

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4. RETURN OF PROPRIETARY INFORMATION: The Confidential Information shall always

remain the property of the Disclosing Party and the Disclosing Party may demand the return
thereof at any time upon giving written notice to the Receiving Party. Within seven (7) days
of receipt of such notice, the Receiving Party shall return or destroy (to the extent the same
are practically capable of destruction) all copies and reproductions (both written and
electronic) of the Confidential Information in their possession and in the possession of their
Representatives to whom it was disclosed pursuant to Clause 2(f) hereof and shall confirm
to the Disclosing Party in writing that all copies and reproductions (both written and
electronic) in their possession has been destroyed. For the avoidance of doubt it is agreed
between the Parties that the Receiving Party shall also return or destroy ( as per the
instructions of the Disclosing Party) all the backend data, including but not limited to emails
and excel sheets, and shall not retain any confidential information whatsoever in its
possession.

5. NO REPRESENTATION OR WARRANTY:

a) The Receiving Party acknowledges and agrees that neither the Disclosing Party nor any
of its representatives or agents is making any representation or warranty, express or
implied, as to the accuracy or completeness of the Confidential Information or any other
information supplied or as to the reasonableness of the assumptions on which any of the
same is based, and neither the Disclosing Party nor any of it’s representatives or agents
will have any liability to the Receiving Party or its Representatives or any other person
resulting from the use of the Confidential Information or any other information supplied or
for any opinions expressed by any of them or for any errors, omissions or misstatements
in the Confidential Information. Nothing contained herein shall constitute an obligation on
the part of the Disclosing Party or any of the Disclosing Party’s representatives or agents
to update any Confidential Information provided hereunder.

b) Unless and until a final and binding definitive agreement between Tata and [.] with
respect to the Transaction has been duly executed and delivered and except for the
matters specifically agreed to in this Agreement in relation to Confidential Information,
neither the Disclosing Party nor the Receiving Party shall be under a legal obligation of
any kind whatsoever to proceed with the Transaction either by virtue of this Agreement
or by virtue of any written or oral expression with respect to the Transaction made by the
Disclosing Party or the Receiving Party or their respective representatives, agents or
advisors. The Receiving Party shall have no recourse against the Disclosing Party or
any of its Affiliates, in connection with or otherwise arising out of the discussions
pertaining to, or Confidential Information disclosed in connection with, the Transaction,
whether by the enforcement of any assessment or by any legal or equitable proceeding,
or by virtue of any statute, regulation or other applicable law, except as may be
expressly set forth in the final, legally binding definitive agreements.

6. TERM AND TERMINATION: The confidentiality obligations set forth in this Agreement are
effective from the date hereof, and shall terminate on the earlier of: (i) the date on which a
definitive agreement is executed between [Tata] and [.] with respect to the Transaction; or
(ii) the expiry 18 (eighteen) months from the date of this Agreement, unless terminated
earlier by one Party by giving 30 (thirty) days’ notice to the other Party.

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7. NO LICENSE: The Receiving Party agrees that the Disclosing Party and / or its Affiliates,
shall remain the exclusive owner of the Confidential Information and all patent, copyright,
trade secret, trademark or service marks or logos (whether registered or unregistered and
with or without goodwill) and other intellectual property rights, title to or interests therein.
Nothing contained herein shall be construed as granting or conferring any rights by license
or otherwise in any Confidential Information. Both the Parties agree not to use any
Confidential Information as a basis upon which to develop or have a third party develop a
competing service.

8. SPECIFIC PERFORMANCE: The Receiving Party agrees that for any breach of this
Agreement monetary damages alone would not be adequate compensation. The Disclosing
Party shall, without prejudice to any other legal rights or remedies that it may have, be
entitled to seek specific performance, injunctive or other equitable relief as a remedy or to
prevent or curtail any actual or threatened breach by the Receiving Party of its obligations
hereunder.

9. MISCELLANEOUS: No amendments, changes or modifications to this Agreement shall be

valid except if the same are in writing and signed by duly authorized representatives of each
of the parties hereto.

10. FINAL AGREEMENT: This Agreement comprises the full and complete agreement of the
Parties hereto with respect to the disclosure of the Confidential Information and supersedes
and cancels all prior communications, understandings and agreements between the Parties
hereto, whether written or oral, expressed or implied.

11. NOTICE: Except as otherwise specified in this Agreement, all notices, and other
communications required or permitted under this Agreement shall be in writing and shall be
deemed to be given when sent by electronic mail when sent to the electronic mail address
specified below. A copy of any such notice shall also be sent by hand delivery or courier on
the date such notice is transmitted by electronic mail to the address specified below:

In case of Tata

Address: Voltas House E Block, Dr. Babasaheb Ambedkar Road, Chinchpokli,

Mumbai 400 033

Telephone number:
Electronic mail address: Mr. Shatrughan Singh
Attention:

In case of [____________.]

Address:
Telephone number:
Electronic mail address:
Attention:

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12. GOVERNING LAW AND JURISDICTION: This Agreement shall be governed by and
interpreted in accordance with laws of India. The Parties irrevocably agree to submit to the
exclusive jurisdiction of the Courts in Mumbai in relation to any action or proceeding
concerning or arising out of this Agreement.

13. Assignment: Neither Party shall have the right to assign or otherwise transfer (except to
their respective Affiliates), in whole or in part, any of its rights or obligations under this
Agreement without obtaining prior written consent from the other Party.

14. SEVERABILITY: If any provision of this Agreement is held to be invalid or unenforceable,

such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be
deemed to be excluded from this Agreement, but without invalidating any of the remaining
provisions.

15. WAIVER: Each Party hereto agrees that a failure or delay by either Party in exercising any
right, power or privilege hereunder will not operate as a waiver thereof, nor will any single or
partial exercise thereof preclude any other or further exercise thereof or the exercise of any
right, power or privilege hereunder.

16. COUNTERPARTS: This Agreement may be executed in one or more counterparts, which
together shall constitute one and the same agreement.

IN WITNESS WHEREOF the Parties hereto have signed this Agreement on the day and date
herein above mentioned.

[Signature page to follow]

Tata Realty and Infrastructure Limited [.] Limited

___________________________________ ___________________________________

Name : Name :

Designation : Authorized Signatory Designation :

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Date : Date :

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