CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made between:

(1): Sunrise CSP India Pvt.Ltd.(Sunrise CSP)
Address: Muni Seva Ashram, Goraj,
Waghodia, Vadodara 391761, Gujarat, India.
CIN : U29300GJ2018PTC103442

and
(2): (EIL)
Company Registration No:
Having its registered office at:

RECITALS
A. Sunrise CSP is a company registered under the corporations law of India;
B. Sunrise CSP is the exclusive licensee on the Indian subcontinent (India, Sri Lanka, Nepal,
Bangladesh, Pakistan, Bhutan, Burma and Afghanistan) of Confidential Information, (which may
include patentable inventions, designs and copyright protected works) relating to the design,
manufacture, construction, operation, maintenance and economics of its technologies: solar
concentrators including the Big Dish paraboloidal dish solar concentrator, solar mirror panels,
concentrated solar receivers, solar thermal and thermochemical energy storage, solar fuels; and
the thermal, electrical and chemical energy solutions, customers, projects and business
opportunities that use these technologies (“Know How of Sunrise CSP”);
C. EIL is a [complete as appropriate, see Recital A for an example of what is required] registered
under the corporations law of [complete as appropriate];
D. EIL is the owner of Confidential Information, (which may include patentable inventions, designs
and copyright protected works) relating to [complete as appropriate. See Recital B for an
example] (“Know How of EIL”);
E. The Parties have agreed to cooperate and share information on their respective business and
technologies with regard to the possibility of pursuing business opportunities (“Business”).
F. In the context of the Business the Parties may have to disclose to each other commercially
valuable confidential and proprietary information.

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G. The Parties wish to ensure that this information is kept confidential and protected from
unauthorised disclosure. Therefore Each Party has agreed to disclose the information to the
other Party on the terms and conditions of this Agreement.

The Parties AGREE as follows:

1. DEFINITIONS AND INTERPRETATION

In this Agreement unless the contrary intention appears -
Affiliated Company means any company or other entity which Controls, is Controlled by or is
under common Control with a Party.
Business has the meaning described in Recital E..
Confidential Information means such information and items including in particular but not
limited to:
(a) all statements, contracts or agreements, specifications, drawings, reports, documents,
technology, knowledge, business plans, intellectual property (whether registered or not),
business opportunities, business strategies and plans, projects or products, samples,
procedures, customer lists and information including but not limited to finances, costs,
prices, vendors, customers and employees; and
(b) information obtained by the inspection of tangible objects, including without limitation
any document, materials, samples, prototypes, plant and equipment disclosed by any
Party to the other at any time, directly or indirectly, whether such disclosure was
intended or not, and includes all materials generated by any Party based on such
information;
which have been disclosed as confidential by one Party to the other at any time, including
information which has been disclosed as confidential by the Parties prior to the coming into
force of this Agreement, and irrespective of the form in which they have been disclosed,
whether orally or in writing, on data recording media or in any other form. Confidential
Information within the context of this Agreement shall be confidential:
(a) If it is marked “in-confidence” or "confidential" or with an equivalent wording; or
(b) In the event of information disclosed orally or physical form, if it is designated as
confidential at the time of disclosure and particularly when it is summarised thereafter in
written form or by email, marked as confidential and submitted to the Receiving Party
within 30 days after disclosure; or
(c) If it has been received by the Parties on the occasion of visiting the other Party ́s
premises and has been designated as confidential; or
(d) If the information is by its nature confidential, regardless of whether identified as
“confidential” or not.
Control and Controlled means direct or indirect ownership of 50% or more of the issued
share capital entitled to vote for the appointment of directors of the entity in question, or
equivalent power to exercise control over the management of the relevant entity.
Disclosing Party means the Party which imparts the Confidential Information to the other
Party.

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EIL Know-How has the meaning described in Recital C..

Intellectual Property Rights are rights to patents, designs, trade secrets, copyrights, databases,
and know-how.
Party means Sunrise CSP or EIL and includes their respective Affiliated Companies and
Parties means both of them.
Person and words importing person include partnerships and bodies corporate.
Receiving Party means the Party to which the other Party imparts Confidential Information.
Sunrise CSP Know-How has the meaning described in Recital B.
Unauthorised Persons means employees, officers or agents of a Receiving Party who are not
required to have access to the Confidential Information in accordance with clause 3.5. and
includes any person who is not a Party.

2. RELATIONSHIP OF PARTIES
2.1. This Agreement is not intended to and must not be construed as creating a joint venture,
joint development relationship, partnership, trust, franchise, employment or other form of
business association between the Parties; nor does this Agreement establish any right, title
or interest in or to any Confidential Information (including granting a licence of any kind)
from a Party to the other Party except to use the Confidential Information for the purpose
specified in, or intended by, this Agreement. Notwithstanding the foregoing, this Agreement
does not grant either Party a licence to use any Intellectual Property Rights of the other
Party. The Parties acknowledge that this Agreement does not transfer any interest in any
Intellectual Property Rights (including moral rights).
2.2. The Parties also acknowledge that this Agreement does not create any obligation to enter
into a joint business opportunity.
2.3. In the event the Receiving party makes or observes any new discovery, improvement or
invention (“Invention”) directly arising out of the Confidential Information of the Disclosing
Party then the Receiving Party will bring this to the attention of the Disclosing Party. The
Receiving Party shall not make or seek to make commercial gain from such Invention, nor make
any patent application or secure any other proprietary rights to protect such Invention without
the prior written consent of the Disclosing Party.
2.4. The Disclosing Party will not be liable for damages including but not limited to any
consequential damage or loss (including but not limited to loss of profits, loss of anticipated
profits, loss of business opportunity, loss of revenue, loss of goodwill, losses arising from
business interruption or loss of damage arising from wasted management time) arising from
any actions taken by the Receiving Party as a result of the information provided.

3. OBLIGATION TO TREAT AS CONFIDENTIAL

3.1. Each Party agrees to use all Confidential Information of the other Party solely for the purpose
of collaborating to pursue the Business. Neither party shall reverse engineer, disassemble or
decompile any prototypes, samples, software or other tangible objects which embody the
other Party’s Confidential Information and which are provided to the Party under this
Agreement.

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3.2. All Confidential Information disclosed by a Party will be, and will be taken by the other Party
to be so disclosed on terms of strict confidence, permanently prohibiting further disclosure
or use which is not authorised under this Agreement.
3.3. Each Party represents and warrants that it has the right and authority to disclose the
Confidential Information to the other party.
3.4. Unless otherwise authorised by the prior written consent of the Disclosing Party, the
Receiving Party must:
(a) treat as confidential and keep secret all Confidential Information which has already been
disclosed to it or which may be disclosed to it;
(b) establish and maintain effective security measures to safeguard Confidential Information
of the other Party from access or use not authorised by this Agreement;
(c) not publish or communicate or permit the publication or communication of any of the
Confidential Information to any Unauthorised Person; and
(d) not communicate to Unauthorised Persons, copy, disclose or exhibit, in any manner, any
documentation relating to, or concerning, the Confidential Information.
3.5. The Receiving Party may disclose Confidential Information only to those of its officers,
employees and advisers who:
(a) have a need to know (and only to the extent that each has a need to know);
(b) are aware that Confidential Information of the other Party must be kept confidential; and
(c) have agreed that they comply with the terms of this Agreement as if the officer,
employee or adviser were a Party to this Agreement.
3.6. Each Party must, at its own expense:
(a) ensure, at all times, that each officer, employee or adviser to whom Confidential
Information has been disclosed under clause 3.5. complies with the Agreement as
required by clause 3.5.(c);
(b) notify the other Party immediately if it becomes aware of a suspected or actual breach of
this Agreement; and
(c) immediately take all steps to prevent or stop the suspected or actual breach.
3.7. A Receiving Party must return to the Disclosing Party all written and other tangible records
containing Confidential Information and all documentation relating to or concerning the
Confidential Information including copies of such documentation then in existence,
regardless of whether the records or documentation were prepared by the Disclosing Party
or the Receiving Party, either:
(a) on demand by the Disclosing Party; or
(b) without demand as soon as the same is no longer required by the Receiving Party,
whichever is earlier, except for a bona fide copy of the Confidential Information which the
Receiving Party may retain on a confidential basis for its records and internal auditing
purposes only.
3.8. The obligations of confidentiality under this Agreement do not extend to information that
(whether before or after this Agreement is executed):

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(a) is rightfully known to, or in the possession or control of the Receiving Party and not
subject to an obligation or confidentiality on the Receiving Party;
(b) is or becomes public knowledge (otherwise than as a result of a breach of this
Agreement);
(c) is independently developed without the use of the confidential information of the
diclosing party; or
(d) is required by law, regulation, governmental proceedings, or the rules of a stock
exchange on which a Party is listed to be disclosed. The Parties agree that if such
disclosure is required, the Party making such disclosure will promptly notify the other of
such disclosure, to the extent reasonably possible.
3.9. Each Party acknowledges and agrees that the Confidential Information is the confidential
and/or proprietary and/or trade secret information of the other and the unauthorised use or
disclosure of the Confidential Information could cause irreparable harm and significant injury
to the other Party for which that other Party would have no adequate remedy at law.
3.10. Each Party must:
(a) have the right, in addition to any other rights it may have at law or in equity, to seek and
obtain immediate injunctive relief in respect of any breach or potential breach of this
Agreement by the other; and
(b) indemnify the other Party against all losses, damages, expenses and legal costs (on a
solicitor and own client basis and whether incurred by or awarded against that other
Party) that the other Party may reasonably sustain or incur as a result, whether directly
or indirectly, of any breach of this Agreement.

4. AFFILIATED COMPANIES
4.1. The Parties recognise that each of them may be part of an organisation of multiple related
legal entities in several jurisdictions and that it may be necessary for a Party to provide
Confidential Information to its Affiliated Companies. The Parties agree that:
(a) a party may disclose Confidential Information it has received to an Affiliated Company for
as long as such entity remains an Affiliated Company;
(b) disclosure by or to an Affiliated Company of a Party hereto shall be deemed to be
disclosure by or to the Party, as applicable;
(c) each Party guarantees to procure the observance and proper performance by all of its
Affiliated Companies of the terms and conditions of this Agreement;
(d) execution of this Agreement by a Party shall constitute the agreement of each Affiliate of
such Party to this Agreement; and
(e) Affiliated Company in question is bound by the confidentiality obligations set out in this
Agreement.

5. TERMINATION
5.1. Each Party may terminate this Agreement at any time with immediate effect by giving
written notice to the other Party.
5.2. On termination of this Agreement, each Party's right to use Confidential Information of the
other Party ceases and each Party must immediately, at the other Party's option:

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(a) return to that other Party;

(b) destroy and certify in writing to the other the destruction of;
(c) destroy and permit that other Party to witness the destruction of; or
(d) otherwise deal with in accordance with clause 3.7.,
all Confidential Information of that other Party in the Receiving Party's possession or control
within a period of ten (10) days.
5.3. Termination of this Agreement does not affect any accrued rights or remedies either Party
may have.

6. DURATION
6.1. This Agreement shall commence upon the date of last signature hereof and shall continue in
force for a period of five (5) years after the termination of this Agreement.

7. SURVIVING OBLIGATIONS
7.1. The obligations of confidentiality under this Agreement continue to apply to the Parties after
termination of this Agreement and in accordance with clause 6..

8. DEVELOPMENT
8.1. Each Party understands that the other Party may currently or in the future develop
information internally or receive information from others of a similar nature to the other
Party’s Confidential Information. Nothing in this Agreement will be construed as a
representation or inference that a Party will not develop products for itself or for others that
may compete with or be similar to the products or systems contemplated by a Disclosing
Party’s Confidential Information provided, however, that the obligations of this Agreement
are observed.

9. MISCELLANEOUS
9.1. This Agreement is governed by and construed in accordance with the laws of Cyprus.
9.2. The failure of a Party at any time to insist on performance of any provision of this Agreement
is not a waiver of its right at any later time to insist on performance of that or any other
provision of this Agreement.
9.3. A provision of or a right created under this Agreement may not be:
(a) waived except in writing signed by the Party granting the waiver; or
(b) varied except in writing signed by the Parties.
9.4. Each Party must not assign or otherwise transfer any or all of its rights arising out of this
Agreement without the written consent of the other Party.
9.5. The Parties may execute this Agreement in counterparts, each of which is deemed an
original, but all of which together constitute one and the same Agreement.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date first here
written.

Name:
SIGNED for and on behalf of
EIL
Title:

Signature:

Date:

Name: Deepak Ghadia

SIGNED for and on behalf of
Sunrise CSP
Title: Chairman & Director

Signature:

Date:

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