601 JEFFERSON STREET

OFFICE OF CHIEF IP COUNSEL

HOUSTON, TEXAS 77002-7990
FHOUKBR-NDAIPLEGAL@KBR.COM

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (“Agreement”) is made and entered into on 25th day of
February, 2022 (“Effective Date”) by and among

Engineers India Limited, a public limited company incorporated under the Companies Act, 1956
and having its principal place of business at 1, Bhikaji Cama Place, RK Puram, New Delhi-110066,
India (“Company”),

and

Kellogg Brown & Root LLC, a limited liability company organized and existing under the laws of
Delaware, United States of America, having its principal place of business at 601 Jefferson Street,
Houston, TX 77002, United States of America (“KBR”).

Preamble

WHEREAS, the Company is conducting a Feasibility Study for HPCL Mittal Energy Limited
(“HMEL”).

WHEREAS, the Parties desire to exchange certain information of a confidential nature in

connection with the _______________________ (the “Project”); and

WHEREAS, the purpose of the exchange of this information is limited to the review and evaluation
of such information in connection with the Project (the “Purpose”); and

WHEREAS, the Parties agree, subject to the terms of this Agreement, to hold such information in
strict confidence;

NOW, THEREFORE, the Parties enter into this Mutual Non-Disclosure Agreement.

Definitions

“Company Confidential Information” means commercial and technical information disclosed by

Company hereunder.

“Confidential Information” means, collectively, the KBR Confidential information and Company
Confidential Information.

“Disclosing Party” means a Party disclosing Confidential Information hereunder.

“KBR Confidential Information” means any and all know how, data, drawings, designs,
specifications, plans, flowsheets, reports, methods, trade secrets, codes, apparatus, practices,
documents, processes, operating manuals, personal data, calculations, apparatus, engineering
information, technical information, commercial information (including the existence of contract
negotiations), information obtained by the inspection of KBR reference plants, and other
information pertaining to the Technologies disclosed by KBR and/or Third Party Licensor
hereunder.

“Party” means either of Company or KBR.

“Parties” shall mean Company and KBR together.

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“Receiving Party” means a Party to whom Confidential Information is disclosed hereunder.

“Technologies” means:

KBR Technology:

1. KBR Catalytic Olefins technology (K-COTTM) and certain of

KBR’s Fluid Cracking technology applicable to K-COT and
associated apparatus
2. KBR Phenol and Acetone Technology

Third Party Licensor technology:

3. Bisphenol A and associated apparatus

“Term” shall mean the duration of the Parties’ obligation of confidentiality hereunder, which shall
be 25 years from the Effective Date by a Party hereunder and which shall expire thereafter.

Third party Licensor(s):

1. Mitsubishi Chemical Corporation

Obligations

1. Duty of Non-Disclosure. During the Term, Receiving Party agrees to hold in strict
confidence all Confidential Information which is disclosed hereunder by a Disclosing Party, either
directly or indirectly. It is understood that the obligations of this Section do not apply to disclosed
Confidential Information:

(a) which is in or comes into the public domain, through no fault of a

Receiving Party or its employees;

(b) which a Receiving Party can show was in its possession prior to
disclosure hereunder and was not acquired directly or indirectly from a
Disclosing Party; or

(c) which is furnished to a Receiving Party rightfully by a third party who did
not acquire it directly or indirectly from a Disclosing Party; or

(d) which was developed independantly by Receiving Party without relying

upon the Confidential Information.

In the event that any of exceptions (a), (b) or (c), (d) above apply, Receiving Party agrees not to
divulge to any third party that it has received information within the exceptions, or that a Disclosing
Party is using such information. For purposes of the foregoing, specific disclosures shall not be
deemed to be within the exceptions to the obligations merely because they are embraced by more
general information within the exceptions. Any combination of features disclosed shall not be
deemed to be within the exceptions merely because individual features of the combination may be
within the exceptions.

2. Restrictions on the Use of Confidential Information. A Receiving Party shall not,

without the prior written consent of the Disclosing Party:

(a) publish, disclose, transfer, release, or divulge, either directly or indirectly,

the Disclosing Party’s Confidential Information to any third party ;

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 (b) use the Disclosing Party’s Confidential Information for any purpose other
than the Purpose;

(c) reverse engineer, conduct research on, improve upon, bid out or obtain
quotes regarding, disassemble, decompile or attempt to derive the
composition of the information underlying the Disclosing Party’s
Confidential Information; and

(d) file any patent, utility model or design application based upon or
including any of a Disclosing Party’s Confidential Information disclosed
hereunder.

2A. Permitted Disclosures. Notwithstanding the provisions of Clause 2, Company may

disclose Confidential Information to HMEL, provided that KBR entered into an agreement with
HMEL containing obligations of confidentiality and non-use and the same has been notified to
Company.
Company is authorized to disclose Confidential Information to its Permitted Party needed to
carry out the Project. Company is responsible for taking steps to ensure compliance by its
Permitted Party with this Agreement. Prior to disclosure the Permitted Party must agree in writing
to disclosure and permitted use obligations consistent with those of this Agreement. For the
purpose of this Agreement, the “Permitted Party” is HPCL-Mittal Energy Limited and such other
party that KBR confirms, in writing, can be treated as Permitted Party for such purpose, prior to any
such disclosure.

3. Disclosure to Employees. Receiving Party may disclose the Disclosing Party’s

Confidential Information to its employees, provided disclosure is limited to those of its employees
necessary to carry out the Purpose and who have undertaken obligations of confidentiality and
limited use consistent with those herein. Receiving Party will advise its employees receiving
Confidential Information of its confidential nature and the obligations contained in this Agreement.

4. Legally Compelled Disclosure. In the event a Receiving Party is required by

applicable law or legal process to disclose any of a Disclosing Party’s Confidential Information,
such disclosure shall not constitute a breach of this Agreement provided that the Receiving Party,
prior to making any such disclosure, to the extent permitted by applicable law provides Disclosing
Party with prompt notice of such requirement so that it may seek an appropriate protective order or
other remedy and consults with the Disclosing Party with respect to taking steps to resist or narrow
the scope of such required disclosure.

5. No License, No Inducement. All Confidential Information disclosed hereunder shall

remain the sole and exclusive property of Disclosing Party. Neither this Agreement nor the
disclosure of Confidential Information hereunder shall result in a grant to a Receiving Party of any
license to use the intellectual property of the Disclosing Party, except that Receiving Party is
entitled to use Disclosing Party’s Confidential Information for the Purpose, subject to the terms and
conditions of this Agreement. Neither KBR nor Company is under any obligation to enter into any
other agreement as a result of this Agreement.

6. No Warranty. NEITHER PARTY HEREUNDER WARRANTS THE QUALITY, ACCURACY OR

COMPLETENESS OF ITS CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER OR ASSUMES ANY
LIABILITIES WITH RESPECT THERETO OR ITS USE. EACH PARTY DISCLAIMS ALL WARRANTIES WHICH
MIGHT BE IMPLIED AT LAW RELATED TO ITS CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION
FITNESS FOR PURPOSE.

7. Return or Destruction of Confidential Information. At the request of a Disclosing

Party, a Receiving Party shall either (a) promptly return to the Disclosing Party or destroy all
tangible records containing Confidential Information and excerpts and portions thereof and other
information derived from confidential information, which are in its possession, with the exception of
one (1) legal copy, which may be retained solely for the determination of your Receiving Party‘s
legal obligations under this Agreement, or (b) remove all Confidential Information and excerpts and

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portions thereof, including backup copies, from any computer or other electronic storage system. If
so requested by a Disclosing Party, a Receiving Party shall provide written confirmation of such
removal.

8. Treatment of Modifications, Inventions and Improvements. Receiving Party agrees

to promptly disclose to a Disclosing Party any modifications, inventions or improvements which are
conceived by any of its employees during the Term that are based on Confidential Information
disclosed hereunder. Receiving Party agrees to assign all rights, whether patentable or not, to
such modifications, inventions or improvements to the Disclosing Party and agree to reasonably
assist the Disclosing Party in connection with the preparation and filing of patent applications
regarding the same.

9. Injunctive Relief. Due to the unique nature of Disclosing Party’s Confidential

Information, there may be no adequate remedy at law for breach of this Agreement. A Receiving
Party’s unauthorized disclosure or use of Confidential Information is wrongful and may facilitate
unfair competition with the Disclosing Party. A Disclosing Party may be entitled to seek specific
performance of this Agreement or injunctive relief in order to prevent the disclosure or
unauthorized use of any Confidential Information hereunder, in addition to other remedies which
may be available to it at law.

10. Notice of Unauthorized Use or Disclosure. Receiving Party agrees to immediately

notify the Disclosing Party of any breach of this Agreement of which it is aware. Such Receiving
Party shall take all necessary steps to secure and recover the Disclosing Party’s Confidential
Information which was disclosed in connection with the breach. The taking of such steps shall not
release the breaching Party from its other obligations under this Agreement. Notification of
unauthorized use or disclosure of KBR’s confidential information shall be provided to
DL_KBR_IT_CSIRT@kbr.com and gary.machetta@kbr.com no later than 72 hours thereafter. The
report should contain at least the following information: (i) the nature, scope, and estimated impact
of the incident; (ii) the suspected date the incident began; (iii) the date and time of discovery of the
incident; (iv) the suspected cause(s) and/or actor(s); (v) the estimated time to recover; (vi)
proposed remedial actions; (vii) contact details of a Company representative to keep KBR
regularly informed of updates and to respond to KBR’s requests for information regarding the
incident; and (viii) other reasonable information for which KBR may request which is relevant to the
incident.

11. Enforcement. The Parties agree that Parties and the Third Party Licensor shall
have the joint and several right to enforce its obligations under this Agreement.

12. Export Compliance. The Parties understand that the provision of Confidential
Information under this Agreement is subject to applicable export and re-export control laws,
including restrictions imposed by the United States government on the export, re-export or other
transfer of technology to countries, entities and persons that are subject to sanctions, embargoes
or other prohibitions.  The Parties agree to comply with all such applicable laws, rules, and
regulations in the use of and further disclosure or transfer of the Confidential Information, to the
extent such use and disclosure is otherwise permissible under this Agreement, including
disclosures to its employees who are nationals of a third country. Receiving Party warrants and
represents that it will not use a Disclosing Party’s Confidential Information for a military purpose or
to produce heavy water.

13. Data Privacy. Receiving Party confirms that to the extent that they receive
personal data from the Disclosing Party in connection with this Agreement, they will: (1) comply
with all applicable personal data protection laws and requirements relating to the personal data;
(2) only use the personal data in connection with the Purpose; (3) apply appropriate safeguards to
the personal data in accordance with its sensitivity; (4) limit access to the personal data to those
having a need to know in connection with this Agreement; and (5) require any third parties
entrusted with the personal data to uphold an equivalent level of protection. As soon as reasonably
possible, but within 72 hours of discovery, Company will notify KBR of any incident resulting in

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disclosure or suspected disclosure of KBR-provided personal data. Notification shall be provided
to KBR in accordance with Section 10.

14. Prior Agreements Superseded. This Agreement supersedes any prior agreement
between the Parties for the Purpose and may only be amended in a writing executed by the
Parties.

15. No Assignment. Neither Party shall assign this Agreement without the prior written
consent of the other Party, except if the assignment is to an affiliate is in the course of a corporate
restructuring or reorganization, or in connection with the sale of all or substantially all of a Party’s
assets. This Agreement shall be binding on the Parties, their respective successors, and permitted
assigns. For purposes of this Agreement, “KBR” shall mean and include Kellogg Brown & Root
LLC, Third party Licensor(s) and respective affiliate(s) and subsidiary companies.

16. Severability. If any provision of this Agreement is held invalid, illegal or incapable of
being enforced by any law or public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect, and the remaining provisions shall be construed and
interpreted in such a manner as to fully carry out the intent of the Parties.

17. Governing Law and Dispute Resolution. This Agreement shall be governed and
interpreted in accordance with the laws of England and Wales excluding any choice of law
provisions that may direct the application of any laws of any other jurisdiction. Any and all disputes
concerning this Agreement shall be in shall be finally and exclusively settled by arbitration under
the London Court of International Arbitration (“LCIA”) by one (1) arbitrator appointed in accordance
with the said Rules. The venue and seat of arbitration shall be London, England and the arbitration
shall be conducted in the English language. The award shall be final and binding on both parties
and judgment upon the award may be entered in any court of competent jurisdiction. This
Agreement shall be subject to the courts of competent jurisdiction at London, England.

18. Notice. KBR’s contact person for the purpose of receiving any notice hereunder is
its Vice President- Intellectual Property, 601 Jefferson Avenue, Houston, Texas 77002, United
States of America. Company’s contact person for the purpose of receiving any notice hereunder is
its [________________________________________________________________]. Any notice
given to KBR hereunder shall be in writing and sent by registered or certified mail or overnight
delivery service.

AGREED this ___th day of ________, 2022 (“Effective Date”).

ENGINEERS INDIA LIMITED KELLOGG BROWN & ROOT LLC

Signed: Signed:

Name: Name:

Title: Title:

Date: Date:

SA-[xxxxx]