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Non-Disclosure Agreement

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (“Agreement”) dated [-] (“Effective

Date”) is entered into by and between:

[Saveetha Medical college and Hospital ] a company [please confirm that the entity is a
company] incorporated under the provisions of Companies Act, 2013 and having its
registered office at No.162, Poonamalle High Rd, Velappanchavadi, Chennai, Tamil Nadu
600077 represented by its _____________, Mr/Ms.________________, (hereinafter referred
to as “Saveetha Hospitals” which expression shall mean and include its parent, affiliates,
sister concerns, subsidiaries, successors in interest and assigns) of the First Part,

AND

Sivisoft Solutions Private Limited, . a company incorporated under the provisions of

Companies Act, 2013 and having its registered office at Old No 87, New No.28, 6th Cross
Street, Trustpuram, Kodambakkam, Chennai –600024 represented by its _____________,
Mr./Ms.________________, (hereinafter referred to as “Company” which expression shall
mean and include its parent, affiliates, sister concerns, subsidiaries, , successors in interest
and assigns) of the Second Part.

Saveetha Hospitals and the Company are hereinafter individually referred to as “Party” and
collectively as “Parties”.

WHEREAS

A. The Company is involved in the business of SaaS

B. Saveetha Hospitals is in the business of Healthcare and Education.

C. The Company is engaging Saveetha Hospitals to obtain certain resources to design,

develop, document, deploy and support the Company’s customers and prospective
customers.

D. In connection with this, the Company may disclose to Saveetha Hospitals certain
confidential technical and business information that the Company desires Saveetha
Hospitals to treat as confidential.
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E. In connection with the services, Saveetha Hospitals may also disclose to the Company
certain confidential technical and business information that Saveetha Hospitals desires
the Company to treat as confidential.

F. The Parties shall ensure the confidentiality of any Confidential Information (defined
later) received from the other Party, on the terms and conditions mentioned hereunder.

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Confidentiality

1.1 The Parties shall hold all Confidential Information in the strictest of confidence and
will not, directly or indirectly, whether by itself or through some other person or entity,
disclose, use, copy, publish, lecture upon, summarize, or remove from the premises of
the Company any Confidential Information, or permit the same to be done, except as
expressly permitted under the terms of this Agreement.

1.2 In this Agreement, the term “Confidential Information” means any and all information
related to any aspect of the business and operations of the Parties which is not in the
public domain and that would ordinarily and without breach of any legal obligation not
be known to any person including any actual or potential competitors of the Parties, or
any proprietary information of the Parties, whether of a technical nature or otherwise
and includes inventions, disclosures, processes, ideas, systems, methods, formulae,
devices, patent applications, trademarks, intellectual properties, instruments, know
how, improvements, products, patterns, compilations, data, programs, techniques,
sequences, designs, research or development activities, information relating to the
creation, production or supply of any past, present or future product or service of the
Parties licenses, specifications, computer programs, source and object codes, mask
works, works of authorship, costs of production, prices or other financial data, volume
of sales, promotional methods, marketing and selling plans (business strategies), lists of
names or classes of customers or personnel, lists of suppliers, business plans, budgets,
business opportunities, financial statements or information relating to skills and
compensation of other employees and consultants, documents, notes, files, oral
information, memoranda and other records (whether or not documented or recorded on
paper, magnetic, electronic, optical or any other medium) which shall be acquired,
received or made by the signatory relating to the business of the Parties or any affiliate
of the Parties during its engagement with the Parties, other information to which the
Parties attach an equivalent level of confidentiality or in respect of which it owes an
obligation of confidentiality to a third party. Either Party shall consult the other Party in
case it is unsure of the confidential nature of any specific piece of information.
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1.3 Either Party shall use the Confidential Information solely only for the purpose of the
services to be provided by Saveetha Hospitals. The Parties shall not use the
Confidential Information in any way that is directly or indirectly detrimental to the
other party or its subsidiaries or affiliates, and shall not disclose the Confidential
Information to any unauthorized third party.

1.4 Parties shall ensure that access to Confidential Information is granted only to those of
its employees or agents (“Representatives”) who need to know such information. Prior
to disclosing any Confidential Information to such Representatives, the party shall
inform them of the confidential nature of the information and their obligation to
maintain confidentiality. Each party and its Representatives will take all reasonable
measures to maintain the confidentiality of the Confidential Information, but in no
event less than the measures it uses for its own information of similar type.

1.5 Saveetha Hospitals shall not document or record (in any form including paper,
magnetic discs and tapes or electronically or by any other means) the Confidential
Information available with it except to the extent authorised by the Company or needed
in genuine discharge of Saveetha Hospitals responsibilities under the terms of its
engagement with the Company.

1.6 Parties and its Representatives shall not disclose to any person including, without
limitation, any corporation, sovereign, partnership, limited liability company,
governmental authority, court, arbitrator, any other entity or individual (i) the fact that
any investigations, discussions or negotiations are taking place concerning the actual or
potential business relationship between the parties, (ii) that it has requested or received
Confidential Information, or (iii) any of the terms, conditions or any other fact about
the actual or potential business relationship between the Parties.

1.7 If any Confidential Information is required to be disclosed by a government agency or

by a proper court of competent jurisdiction; the Party in receipt of such a notice shall
provide prompt prior written notice of such requirement to the other party. The Party
shall only disclose the portion of Confidential Information which it has been advised by
written opinion of counsel is legally required to be disclosed and shall use its best
efforts to obtain assurance that confidential treatment will be accorded such
information. Such legal opinion shall be shared with the other party.

1.8 Each Party and its Representatives will immediately notify the other Party of any use or
disclosure of the Confidential Information that is not authorized by this Agreement.
Each Party and its Representatives will use its best efforts to assist the other Party in
remedying any such unauthorized use or disclosure of the Confidential Information.
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1.9 The Parties shall act in strict accordance of the rules laid down in the Information
Technology (Reasonable Security Practices and Procedures and Sensitive Personal
Data or Information) Rules, 2011 while dealing with any sensitive personal data or
information as defined therein.

1.10 The Company shall have the right to monitor the security practices, control processes
and checks put in place by Saveetha Hospitals to protect the Company’s Confidential
Information on a regular basis and Saveetha Hospitals shall rectify any breaches
discovered by the Company in this regard.

1.11 The obligations contained herein shall not apply to the extent that either Party can
demonstrate that the Confidential Information: (a) was part of the public domain at the
time of disclosure or properly became part of the public domain, by publication or
otherwise unrelated to the Party; (b) was rightfully acquired by the party prior to
disclosure; (c) was independently developed by the party or its Representatives without
reference to the Confidential Information.

2. Information of Others

The obligations of Saveetha Hospitals as provided herein in relation to Confidential

Information shall also apply to Confidential Information of the Company’s customers,
vendors, consultants, shareholders, licensors, collaborators, joint developers, customers,
contractors and other parties with whom the Company does business or is associated
with, to the same extent as if it were the Company’s Confidential Information. That is,
Saveetha Hospitals shall use the Confidential Information only and exclusively for the
authorized and lawful purposes as directed by the Company and shall not disclose the
Confidential Information to any person or entity, whether inside or outside the
Company, except to those authorized by the Company or as otherwise required by law;

3. Ownership of Materials/No Warranty

3.1. All works, programs, papers, records, data, notes, drawings, files, documents, samples,
and other materials, including copies in whatever form and translations into any
language, that Saveetha Hospitals shall create while providing services to the Company,
whether or not confidential, shall be the sole and exclusive property of the Company.
On completion of all services for the Company, Saveetha Hospitals shall promptly
deliver all such materials to the Company. and shall not remove the Confidential
Information from the premises of the Company or any of its storage devices without the
prior permission of the Company except in the ordinary course of performing his/her
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responsibilities as required by the contract of engagement with the Company, and shall
return the same to the appropriate storage device once the purpose for which it is used
has been achieved.

3.2. Each Party retains all rights, title and interest to its Confidential Information. No license
under any trademark, patent or copyright, or application for same which are now or
thereafter may be obtained by the other Party is either granted or implied by the
disclosure of Confidential Information.

3.3. Confidential Information is provided “as is” with all faults. In no event shall parties be
liable for the accuracy or completeness of the Confidential Information.

4. Obligation of Representatives of Saveetha Hospitals

4.1. All obligations of Saveetha Hospitals under this Agreement shall apply in full measure
to any Representative of Saveetha Hospitals who performs any work for or is in any
way involved with the Company in connection with the engagement between Saveetha
Hospitals and the Company.

4.2. Any Representative engaged by Saveetha Hospitals shall consult his/her assigned
supervisor of Saveetha Hospitals in case he/she is unsure of the confidential nature of
any specific piece of information.

4.3. A breach of this Agreement by any Representative shall be considered as a breach of

this Agreement by Saveetha Hospitals, regardless of whatever action or diligence may
have been taken by Saveetha Hospitals to prevent such breach and Saveetha Hospitals
shall be liable for the same.

4.4. Saveetha Hospitals shall ensure that it has executed written and legally binding
agreements with each of its Representatives where such agreements provide for the
same or higher level of protection to the Company as is provided in this Agreement but
in no event, less protection. The Company shall be entitled to call for copies of such
agreements as and when required and Saveetha Hospitals shall promptly provide the
same.

4.5. Saveetha Hospitals or its representatives shall not directly deal with the
customers/clients of the Company without prior authorisation from the Company.
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5. Breach of the Agreement

5.1 The Parties acknowledge that all Confidential Information are being provided to the
other party in trust and confidence for the purpose of services to be provided by
Saveetha Hospitals to the Company. Any violation of the terms of this Agreement by
the Parties in relation to such Confidential Information shall be considered as a breach
of trust and confidence by the breaching Party and the other Party shall be entitled to
initiate appropriate legal proceedings.

5.2 In case of disclosure of Confidential Information in breach of this agreement even

inadvertently, the engagement of Saveetha Hospitals may be terminated forthwith by
the Company without any notice to it. Additionally, the Company may take recourse to
legal remedies as stipulated in clause 5.1 above.

5.3 Both Parties agree that the breach of the provisions of this Agreement by any Party will
cause the other Party irreparable damage for which recovery of money damages would
be inadequate. Either Party will, therefore, be entitled to obtain injunctive relief to
protect its rights under this Agreement in addition to any and all remedies available at
law or in equity.

5.4 Saveetha Hospitals shall not, after the termination of the engagement with the Company
(howsoever occasioned), take up any other engagement, employment, vocation, which
by its very nature would require disclosure or use of the Confidential Information of the
Company which it has obtained or come to its knowledge by virtue of its engagement
with the Company.

6. Non Solicit

6.1 Saveetha Hospitals shall not, during the Term of this Agreement and for one year
thereafter, directly or indirectly (whether as an owner, partner, shareholder, agent,
officer, director, employee, independent contractor, consultant, or otherwise) with or
through any individual or entity, employ, engage or solicit for employment any
individual who is, or was at any time during the Term of this Agreement for any reason,
an employee of the Company, or otherwise seek to adversely influence or alter such
individual's relationship with the Company.

6.1 Saveetha Hospitals shall not, during the Term of this Agreement and for one year
thereafter, directly or indirectly (whether as an owner, partner, shareholder, agent,
officer, director, employee, independent contractor, consultant, or otherwise) with or
through any individual or entity, solicit or take on as its customer or otherwise seek to
adversely influence any individual or entity that is, or was during the Term of this
Agreement, a customer of the Company or any of its affiliates.
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7. Term
This Agreement shall remain in full force and effect for so long as services are provided
by the Saveetha Hospitals to the Company. The obligation to maintain confidentiality
of the Confidential Information contained in this Agreement shall be in perpetuity.

8. Return of Confidential Information

Upon written request of either Party, Parties and its Representatives shall promptly
return to the other Party all copies of Confidential Information in its possession
including, without limitation, all copies of any analyses, compilations, studies or other
documents prepared by Receiving Party or its Representatives containing or reflecting
any Confidential Information. Either Party shall certify in writing that it and its
Representatives have returned all such information to the other Party.

9. Governing law and jurisdiction

9.1 This Agreement shall be governed by and construed in accordance with the laws of
India.

9.2 The Parties consent to submit to the exclusive jurisdiction of the courts at Chennai,
Tamil Nadu for any actions, suits or proceedings arising out of or relating to this
Agreement and agree not to commence any action, suit or proceeding relating thereto
except in such courts. The Parties further agree that service of any process, summons,
notice or document by registered mail or tracked courier service to the address set forth
above shall be effective service of process for any action, suit or proceeding brought
against the party and/or its Representatives against the other Party.

10. Assignment

Neither party may assign any of its rights or obligations under this Agreement without
the prior written consent of the other party. This Agreement shall be binding upon and
inure to the benefit of the parties permitted successors and assigns.

11. Amendments

This Agreement may be amended or supplemented only by a writing that is signed by

duly authorized representatives of both parties.

12. Waiver
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No term or provision hereof will be considered waived by either party, and no breach
excused by it, unless such waiver or consent is in writing signed an authorized
representative of the non-breaching party. No consent to, or waiver of, a breach by a
party, whether express or implied, will constitute a consent to, waiver of, or excuse of
any other, different, or subsequent breach.

13. Severability

Any part of this Agreement which is prohibited or which is held to be void or

unenforceable shall be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof. If any part of this Agreement is
found invalid or unenforceable, that part will be amended to achieve as nearly as
possible the same economic and legal effect as the original provision and the remainder
of this Agreement will remain in full force.

14. Entire Agreement

This Agreement constitutes the entire agreement between the parties relating to this
subject matter and supersedes all prior or simultaneous representations, discussions,
negotiations, and agreements, whether written or oral.

15. Counterparts

This agreement may be executed in two counterparts, each of which shall be deemed to
be an original but all of which together shall constitute one and the same agreement.

Accepted and agreed as of the date first above written by the following authorized Party
representatives:

…………………………………………… ……………………………………………
……………………………………….. ………………………………………..

Company Name Company Name

Signed By: Signed By:

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Designation: Designation: