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INDIA NON JUDICIAL Sir*ift .-.,,, ,1. :i
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Certificate No. lN-D1327017990931530
i;"il, ;: Certificate lssued Date 27-Dec-2016 03:11 PM
:j'.'. ':: Account Reference TMPACC (tVy dt923603/ DELHr/ DL-DLH
Unique Doc. Reference su Bl N-DLDL92360365837 422000233o-
f\.'i .l; Purchased by ACE INFRATECH
i,'.i,li ' Description of Document
I,t,,. ,',' Article 5 General Agreement
,i,'. .,
Property Description Not Applicable
Consideration Price (Rs.) 0
(Zero)
First Party ACE INFRATECH
Second Party INDUS TOWERS LTD
Stamp Duty Paid By
Stamp Duty Amount(Rs.)
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Please write or type below this line

2016 ("Agreement"),
This Non Disclosure Agreement is made on thts 27lh day of December

BETWEEN:

lndus Towers Limited, a company duly incorporated under the

companies Act' 1956, having
Vasant Kunj, Phase-ll' New
its registered office at Bharti Crescent 1, Neison Mandela Road,
Delhi 110070 rnJ'tt Corporate Office at 4th Floor, Building
No' 10, Tower A' DLF Cyber
- "lndus")'
City, crrgron - 1 22 oo2, Haryana (hereinafter referred to as
A NIT\
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-
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Statutory Alert:
I L, _.pc\tf, t of this. Stamp Certificate should be verified at "www.shcilestamp.com". Any discrepancy in the details on
':.l'c*- 'ri Lh9 1Yl!"lti!,lty
":$hi avarlable on trte website renders it invalid.
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2. The onus of checking the legitimacy is on the users of the certificate.
3. In case of any discrepancy please inform the Competent Authority.
 office at G-55, S/F' Rama
M/S ACE INFRATECH, a partnership firm, having its registered
(hereinafter referred to as
Park Road, Mohan Garden, Uttam Nagar, New Delhi - 110059
Singh Rawat'
"service Provider"), acting through its duly authorised signatory Mr' Ramesh

PREAMBLE

WHEREAS:
a contractual
A The parties are or will be evaluating, discussing and negotiating no.tgltial
provrder (heiein referred as "TSP") related activities; and
relationship concerninf lotal service
and
B The party in possession of information may in these evaluations, discussions
and
negotiations disclose to'the other Party certain confidential lnformation;
Information shall be
C The parties have agreed that drsclosure and use of Confidential
made on the terms and conditions of this Agreement'

NOW. THEREFORE, the Partres agree as follows:

1. DEFINITIONS

1.1 The following expressions shall have the meaning hereby assigned
to them unless the context would obviously require otherwise.
(Affiliate" means any legal entrty, at the time of disclosure to it of any
Confidentiat tnformition, which is directly or indirectly controlling,
controlled by or under common control with any of the Parties.

"Confidential Information" means any information, including, but not limited

to business, technical, commercial and financial information, disclosed
in

any form whatsoever (including, but not limited to, disclosure made tn
writing, orally or in the form of computer programs or otherwise) by the
Disc|o'singPartytotheReceivingPartyunderthisAgreement.

The term Confidential Information shall not include any tnformation

the
disclosed by the Disclosing Party to the Receiving Party which a) is on
Effective Date, or thereafter becomes, publicly known without violation of
thtsAgreement,b)isdemonstrab|ydeve|opedatanytimeby.the
Receiving party without use of Confidential Information, or c) is lawfully
party without
obtained at any time by the Receiving Party from a third
restrictions tn respect of disclosure or use'

,,Definitive Agreement" means any future legally binding agreement

between the Parties.

'Disclosing Party" means the Party disclosing Confidential Information to

the other Party under this Agreement'
,,Purpose" evaluating, discussing and negotiating a potential contractual
relationship concerning TSP related activities

,,Receiving Party" means the Party receiving confidential

lnformation from the other Party under this Agreement
1.2 other caprtalized expressions used in this Agreement shall
have the meanings respectively assigned to them elsewhere
in this Agreement.

1.3 Words indicating the singular only also include the plural and
vice-versa, where the context so requires.

1.4 The headings of the Clauses in this Agreement are for

convenience only and shall not affect the interpretation of this
Agreement.

2 NON DISCLOSURE OF CONFIDENTIAL

INFORMATION
2.1 subject to clause 4, the Receiving Party shall not disclose to
any third party, Confidential Information received from the
Disclosing Party.

2.2 In addition to the responsibility not to disclose Confidential

lnformation to any third party as set out in Sub-clause 2.1
hereof, the Receiving Party shall be liable for any
unauthorized disclosure of confidential Information by the
Representatives to whom the Receiving Party under this
Agreement has the right to disclose confidential Information
received from the Disclosing Party.

The Receiving Party shall not be liable for such unauthorized

disclosure if it has used the same degree of care in safeguarding
such Confidential Information as it uses for its own confidential
information of like importance, however, the Receiving Party must
in any case should have used not less than a reasonable degree of
care and, upon becoming aware of such unauthorized disclosure,
notified the Disclosing Party thereof and taken reasonable
measures to mitigate the effects of such disclosure and to prevent
any further disclosure.

3 USE OF CONFIDENTIAL INFORMATION

During the term of this Agreement (as mentioned in Sub-clause 8.2
hereoT;, the Receiving Party is entitled to use Confidential
Information, but only for the Purpose. The Receiving Party shall
keep the confidential lnformation in strict confidence and not
disclose any confidential Information to any other Party, except as
permitted uhder Clause 4, and not use the Confidential Information
ior any other purpose than as expressly permitted hereunder'

4 PERMITTED DISCLOSURE OF CONFIDENTIAL

INFORMATION
4.1 The Receiving Party may disclose Confidential Information to
any of its Affiliates, in which event the Affiliate shall be entitled
to use or disclose the Confidential Information but only to the
same extent the Receiving Party is permitted to do so under
this Agreement. The Receiving Party hereby warrants that
any Affiliate to which Confidential Information is disclosed will
be bound and will abide by the terms of this Agreement or a
duty of confidentiality no less onerous than the terms of this
Agreement.

4.2 The Receiving Party shall limit the dissemination of

Confidential Information received from the Disclosing Party to
its directors (including their authorised representatives and
nominees), employees, officers professional advisers and
other consultants (together, the "Representatives") with a
need to know and advise such Representatives of the
obligations assumed herein provided that the
Representatives shall agree to be bound by the terms of this
Agreement and/or a similar non-disclosure agreement.

4.3 The Parties acknowledge that the Receiving Party may only
disclose Confidential Information received from the Disclosing
Party to its contractors, subcontractors, agents, independent
consultants, or similar entities (being persons other than the
Representatives ), upon prior written consent of the Disclosing
Party. ln the event the Disclosing Party gives such consent,
the Receiving Party warrants that any of its contractors,
subcontractors, agents, independent consultants or such
other similar entities to which Confidential Information is
disclosed will be bound and will abide by the terms of this
Agreement.

4.4 Notwithstanding Sub-Clause 2.1 hereof, the Receiving Party,

the Representatives shall not be prevented to disclose
Confidential Information received from the Disclosing Party if
(i) such dlsclosure is in response to a order of a court or any
other governmental body having jurisdiction over this
Agreement or jurisdiction over the Receiving Party, any of the
Representatives or (ii) such disclosure is othenvise required
by law or regulation, provided, that the Receiving Party first,
to the extent practicable and legally permissible, has given
prior written notice to the Disclosing Party and (at the cost and
expense of the Disclosing Party) made reasonable effort to
protect the Confidential Information in connection with such
disclosure.

5 COPYING AND RETURN OF FURNISHED

INSTRUMENTS

lVrv)I
 TheReceivingPartysha||notbeentit|edtocopycomputer
programs, drawings' documents or
3. I
other instruments
furnished by the iarty hereunder and containing
-unless
'jitJr"titg
Confidential tntorrnation,
and to the extent it is
necessarY for the PurPose'

All computer programs, drawings-' documents and other

5.2 ind containing Confidential
instruments furnisfred hereunder
Party's property'
lnformation shall t"m"in tft" Disclosing

6 INTELLECTUAL PROPERTY RIGHTS

to this Agreement shall
All information disclosed pursuantthe
o. l
of Disclosing Party and
remain the exctuJril;&rty
as granting t9 ll" Receiving
nothing herein tn"ii O" O"emed or right under any
Party any expre; ;; implied license property of
patents, copyrignis-oi btf'-er intellectua| 'rights
'ny contidential lnformation is delivered
the Disclosing eariyirn" expressed or
"as is" and all ,"pi't'unt"tions and warranties'
implied, are herebY disclaimed'
WARRANTIES
7 NO REPRESENTATIONS OR
is delivered "as is"areand
The Confidential lnformation expressed
all
hereby
or implied'
representations and warranties'
ited to the confidentral lnformation
drsctaimed, incrudin!';;i' ;;i ffi
any purposes whatsoever'
that is accurate o' tJli'blu for

8 TERM AND TERMINATION

from the date of
8.1 This Agreement shall become effective
(the "Effective_Date"). The
execution r"n,ion"J hereinabove however apply
provisions of this Agreement shall
lnformation provided from
retrospectivety to any cJntioential
theDisclosingPartydirectlyinrelationtothePurpose'which
with discussions and
may have been Jisttoseo in connection
Date'
negotiations prior to the Effective

ThisAgreementandtherestrictionsonuseanddisc|osure
8.2
contained herein shall remain
in force for 3 ( Three ) years
and to the extent this
from the ftr"tii* Date' unless
Agreementis.suplrsededbystipulationsofanyDefinitive
Agreement.

8.3 Subjecttosub-ClauseB.4,unlessDisc|osingPartyagrees
later than thirty (30) days
othenrvise, R";"i;;prrti shall not
Agreement:
t.' tt.r" termination-/expiry of this

dns
:(\1:
o.J. I prompfly return to the Disclosing Party or, at the option of the
Receiving party, destroy all documents and tangible items
comprising confidential Information that have been disclosed by
Disclosing Party hereunder;

8,3 2 prompfly return to Disclosing Party or, at the option of the Receiving
Party, destroy all copies, summaries, records, descriptions,
modlfications, drawings, and adaptations which the Receiving Party
has made regarding the confidential Information received from
Disclosing PartY; and

8 3.3 immediately cease using the disclosed Confidential lnformation for

any purpose whatsoever except, if any Definitive Agreement has
bebn executed, to the extent any use of the Confidential Information
relates to the Purpose or the Definitive Agreement.

8.4 Notwithstanding sub-Clause 8.3 above, the Recipient, the

Representatives may retain any of the confidential
lnformation which it is required to retain by law, regulation or
internal policy and the obligation to return or destroy the
Confidential Information referred to sub-Clause 8.3 shall not
apply to computer records and files which have been created
pursuant to automatic electronic archiving systems and lT
back-up procedures and copies of work or secondary
information produced by the Receiving Party of the Purpose
or any Representatives on its behalf that contains Confidential
Information, provided that the obligations of confidentiality

->tss
,t
 expressed in this Agreement shall continue to apply to such
retained Confidential I nformation.

MISCELLANEOUS PROVISIONS

91 This Agreement shall not be construed as creating or implying

on the Parties, neither an obligation to disclose Confidential
Information to the other Party nor an obligation to enter into
any other agreement or arrangement with each other'

9.2 The failure by either Party to enforce any provision of this

Agreement orto exercise any right in respect thereto shall not
be construed as constituting a waiver of its right hereunder.

v.J This Agreement sets forth and shall constitute the entire
agreemLnt between'the Parties w1h respect to the subject
r-3ttet hereof, and shall supersede any and all prior
agreements, contracts, understandings, promises and
re'presentations made by one Party to the other concerning
the subject matter.

9.4 The Parties are independent contractors, and nothing

contained in this Agreement shall be construed to constitute
the Parties as partners, joint venturers, co-owners or
otherwise as participants in a joint or common undertaking.

9.5 All notices required by this Agreement may be furnished by

hand delivery, certified post, e mail or telefax to the following
addresses:

To Indus:

lndus Towers Limited

9th Floor, Building No.10, Tower B
DLF Cyber CitY, Gurgaon - 122 002

To:-Mis Ace lnfratech

G-55, SiF, Rama Park Road,
Mohan Garden, Uttam Nagar
New Delhi 1 '10059

All notices shall only be effective on receipt.

Either Party may change its address by a notice to the other Party
in the manner set forth above. any amendment to this Agreement
shall be agreed in writing by both Parties and shall reference to this
Aoreement.

-pISeN
 10 REMEDIES
It is acknowledged that damages would not be an adequate remedy
for a breacn oi tfris Agreement and each Party is entitled to the
remedy of injunction, specific performance, other equitable relief
and damagei for a threatened or actual breach of this Agreement.

11 GOVERNING LAW AND ARBITRATION

11.1 This Agreement shall be governed by and construed in
accordince with the substantive laws of India'

11.2 The courts of Delhi shall have exclusive jurisdiction to settle

any and all disputes, differences or questions between the
Parties with respect to'any matter arising out of or relating to
this Agreement.

lN WITNESS WHEREOF, this Agreement has been signed by the

Parties in two
(2) identical copies of which the Parties have taken one (1) each.

lndus Towers Limited

Signature.
Name:
Title: Title. Pa
Date. Date'.27 December 2016
Place: Place. New Delhi

lndus Towers Limited M/s Ace

3,
Signature: Signature:
Name: Name: KV
Title: Title: Partner
Date: Date'.27 December 2016
Place: Place: New Delhi.