CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (“AGREEMENT”) is effective this ___ day of ___________,

20___ (“Effective Date”), by and among between (Company’s Name) having their office at
(Company’s Address) and its wholly owned subsidiaries and affiliated companies (hereinafter
“_______”), on one hand, and _______________, [insert complete name of Provider and delete
this bracketed note] a _____________ [choose correct entity type
corporation/partnership/limited liability company and delete this bracketed note] organized
under the laws of ___________________, [insert jurisdiction of organization of Provider and
delete this bracketed note] having its principal place of business at _____________________
[insert physical address of Provider and delete this bracketed note] and its wholly owned
subsidiaries and affiliated companies (hereinafter “Provider”), on the other hand.

WHEREAS, Provider and Company (the “Parties” or “Party,” if used in the singular) wish to
continue to pursue their separate but common interests as separate entities but to avoid any
suggestion of waiver of the proprietary and sensitive nature of the information previously,
currently being, and which will be transmitted between the Parties in the future or the
confidentiality of these communications and documents as they were and are or may be protected
by attorney-client privileges, self-critical analysis/evaluation privileges and/or work product
privileges;

WHEREAS, the Parties have mutually concluded that, in order to pursue their common interests
effectively, Company will share with Provider confidential and privileged information
(“INFORMATION”). “INFORMATION,” for the purposes of this AGREEMENT, is to be
broadly defined and shall also mean and consist of information or material proprietary to
Company, and not generally known by Provider and all information, oral or written, relating to
Company business, including, but not limited to, documents, factual material, emails, letters,
opinions, mental impressions, memoranda, interview reports, and other materials protected by self
critical analysis/evaluation privileges, attorney client privileges and/or work product doctrine
and/or considered by Company as trade secrets and proprietary information; customer information,
including contracts; personal identifiers and databases of customers; technical information,
including, but not limited to, drawings, manufacturing processes or methods or drawings reflecting
said processes or methods, portions of notebooks relating to future or other developments not yet
incorporated into a product being sold, product specifications or technical specifications; patent
preparation and prosecution information; data dealing with claims; data dealing with Company
customers and employees (including, without limitation, personal information of such individuals
within the meaning of applicable privacy legislation); all non-public information about Company
and its operations; training and education protocols; policies and procedures; marketing, financial,
sales, and strategic plans and reports, including research and development; market analyses;
product cost information; product or vendor information, including product returns, return rates,
return policies and procedures; licensing information and rates; compensation and incentive
compensation arrangements; price schedules; trade secrets; intellectual property; inventions and
product designs, whether patented or not patented; discoveries; improvements; trademarks; service
marks; copyrighted or copyrightable material; operating manuals; methods of operation; delivery
models; proprietary computer programs whether maintained by Company or maintained by third
parties; proprietary specifications; data; know-how; formats; strategies; business assumptions;
business development and marketing plans; feasibility and marketing studies; budgets; forecasts;
projections; financial information; pro formas; revenue and expense histories; supplier identities;
characteristics and agreements; any information of commercial value or other utility in the business
in which Company engages or in which it contemplates engaging; any information from a negative
know-how viewpoint; and agreements, forms, documents, data, reports, interpretations, forecasts
or records which contain, reflect or are derived from any of the preceding. “INFORMATION”
also includes all information the unauthorized disclosure of which could be detrimental to
Company interests; and all tangible or intangible embodiments or compilations of any of the
preceding, including, without limitation:

a. agreements, documents, memoranda, reports, studies, forecasts, interpretations,

flow charts, drawings, notes, summaries, records, manuals, books, data and
applications, including copyright, trademark and patent applications;
b. prototypes, models, blueprints, specifications, plans, programs, technical data and
designs;
c. books of account, operating and financial reports, financial statements, financial
reports, cost summaries, tax returns and feasibility studies;

d. any storage device containing electronic data, including, without limitation, hard
drives, tapes, ZIP disks, JAZ disks, floppy disks, laptop computers, desktop
computers and servers;

e. software programs, source codes, object codes or executable programs, including,

without limitation, scripts, macros, designs, engineered algorithms, or any
manifestations or realizations of such items, including any computer generated
output of such items, such as screen displays, screen reports, printouts and other
video or audio output, dynamic link libraries, web pages, active server pages, XML
pages, DHTML pages, or HTML pages;

f. any audio, video or electronic recording; and

g. any other item or thing that contains, embodies, reflects or is derived from any of
the items or things listed above or that were used in creating, designing, inputting,
processing, retrieving, storing or reporting any of the items or things listed above;
and

WHEREAS, based on this AGREEMENT and these clear understandings, Company is prepared
to disclose INFORMATION to Provider whether contained in written, oral, or electronic form,
including this AGREEMENT, and including materials prepared or exchanged prior to this
AGREEMENT, delivered by or on behalf of Company (or its employees or counsel) to Provider.

NOW, THEREFORE, the Parties hereto agree as follows:

1. Provider shall treat INFORMATION received through any medium of expression from
Company and/or its counsel as absolutely confidential and privileged and shall not disclose
such INFORMATION to any unrelated third party except for the following INFORMATION
 under the following circumstances [after confirming receipt of written notice to Company as
provided in this AGREEMENT]:

a. that which Provider can demonstrate by documentary evidence was publicly known
at the time of disclosure, which documentary evidence shall be provided upon
Company request, or becomes publicly known thereafter through no wrongful act
or omission of Provider;

b. that which is necessary to establish rights under this AGREEMENT as between the
Parties;

c. that which is rightfully obtained without restriction by Provider from any third
party;

d. that which is compelled to be disclosed pursuant to a lawful requirement or court

order; and/or

e. that which is specifically authorized for disclosure by an authorized officer of

Company in writing.

2. Provider may use the INFORMATION only for conducting business with Company, to
Company benefit and as otherwise permitted by Company and agrees not to reproduce by
any method or means Company INFORMATION except to the extent necessary for such
purposes. The term "person" as used in this AGREEMENT shall be broadly interpreted to
include, without limitation, any corporation, company, partnership, employee and individual.

3. Provider shall limit access to the INFORMATION only to its counsel, officers, and
employees reasonably requiring the need to know the INFORMATION in order to conduct
business with Company and then only on the following conditions:

a. Each authorized employee to whom any of the INFORMATION is communicated

will first be informed as to the existence of this AGREEMENT, and will be informed
that the INFORMATION is confidential under this AGREEMENT; and

b. Prior to receiving any INFORMATION, each authorized employee of Provider will

be informed not to use any of the INFORMATION except for the purpose of
conducting business with Company, to Company benefit and as otherwise permitted by
Company, and to otherwise comply with all the provisions of this AGREEMENT.

4. Provider shall, upon Company request, return to Company or destroy all written and/or
tangible INFORMATION (including documents, drawings, records, specifications, copies,
and/or extracts thereof, and including that INFORMATION maintained in any computer
memory, storage media, electronic or similar form) disclosed by Company and/or on behalf
of Company, except for INFORMATION covered by section 1(a), (c) and (e) above. With
respect to the INFORMATION destroyed or returned, Provider will not retain any copies,
extracts or other reproductions, in whole or in part, of such INFORMATION. Any such
 return or destruction shall be certified in writing to Company by an authorized officer of
Provider supervising such return or destruction.

5. Provider shall, upon any demand, subpoena or request for INFORMATION (other than that
covered by sections 1(a), (c) and (e) above), immediately notify Company in writing, provide
a copy of the process, demand or request, assert all applicable privileges and rights, and make
all reasonable efforts to prevent or limit disclosure of the INFORMATION.

6. This AGREEMENT shall be in force until either Company or Provider notifies the other of
its intent to terminate this AGREEMENT. Upon and after such notice of termination,
however, the terms of this AGREEMENT shall remain in force as to all INFORMATION
previously disclosed, shared or exchanged under this AGREEMENT.

7. Nothing in this AGREEMENT, or any INFORMATION disclosed hereunder, shall be

construed to modify or otherwise affect any rights, obligations or agreements between
Provider and Company.

8. Nothing contained in this AGREEMENT will be construed as creating any express or

implied license for the Provider to use any of the Company INFORMATION originally
disclosed in any form. All INFORMATION originally disclosed by Company shall remain
the exclusive property of Company. No right, title or interest in the INFORMATION shall
be conveyed to Provider by the release of such INFORMATION to it.

9. In the event of an inadvertent disclosure by Provider of Company INFORMATION, Provider

shall, within five (5) days of learning of the disclosure:

a. notify the person to whom the disclosure was made that it contains
confidential and protected information subject to this AGREEMENT;

b. make all reasonable efforts to prevent dissemination or use of and to

effectuate the return of, the INFORMATION by the person to whom
disclosure was inadvertently made; and

c. notify Company in writing of the identity and address of the person to whom
the disclosure was made, the circumstances surrounding the disclosure, and
the steps taken to ensure against the dissemination or use of the
INFORMATION.

10. Provider expressly recognizes and acknowledges that any breach of this AGREEMENT is
likely to result in irreparable harm to Company. In the event of any actual or threatened
breach of this AGREEMENT, Provider agrees that Company shall be entitled, in addition
to all other remedies available under law, to obtain specific performance of this
AGREEMENT, and to obtain injunctive relief against ongoing or contemplated activities
in violation of this AGREEMENT against Provider, any of its agents, representatives,
servants, employees, parents, subsidiaries, affiliates and any and all persons acting in active
concert or participation with Provider.
11. No amendment, modification or addendum to this AGREEMENT will be effective unless
reduced to a writing signed by duly authorized officers of both Parties, which in the case
of Company will be an officer of at least the senior vice president level or higher. No term
or provision hereof will be deemed waived and no breach excused unless such waiver or
consent is in writing and signed by an authorized officer of the Party claimed to have
waived or consented. Furthermore, for the avoidance of doubt, the Parties agree that no
amendment, modification or addendum to this AGREEMENT may be effectuated by email
or text message.

12. With acknowledgment that the terms and conditions of this paragraph have been expressly
bargained for and are an essential part of this AGREEMENT, the Parties agree that this
AGREEMENT and all matters arising out of, directly or indirectly, or related to this
AGREEMENT will be governed by and interpreted in accordance with the laws of the
India.. The Parties agree that the exclusive jurisdiction (personal and, as allowed, subject
matter) and venue for any action relating to this AGREEMENT shall be Bangalore and
the Parties hereby consent to such jurisdiction and venue.

13. If any term or provision hereof should be held to be invalid, unenforceable, or illegal, such
holding will not invalidate or render unenforceable any other provision hereof, and the
remaining provisions will not be impaired thereby.

14. This AGREEMENT shall be binding upon and inure to the benefit of the Parties hereto and
their respective subsidiaries, successors, affiliates, assigns, personal representatives,
executors and administrators.

15. All notices, consents, waivers, and other communications under this AGREEMENT must
be in writing to Company and will be deemed to have been duly given when (a) delivered
by hand (with written confirmation of receipt), (b) sent by facsimile (with written
confirmation of receipt), provided that a copy is immediately mailed by registered mail,
return receipt requested, or (c) when received by the addressee, if sent by a nationally
recognized overnight delivery service (receipt requested) or via certified or registered mail,
return receipt requested, in each case to the appropriate addresses and facsimile numbers
set forth below (or to such other addresses and facsimile numbers as a Party may designate
by notice to the other Party):

To Provider: To Company:

Facsimile: Facsimile:
Attention: Attention:

With copy to: With copy to:

 Monica Pirgal
Company Services India Private Limited
Building Willow – L2, Manyata Embassy
Business Park SEZ, Outer Ring Road,
Nagawara, Bengaluru 560045

Failure to send such requests to the appropriate addressee shall be considered a material
breach of this Agreement.

16. This AGREEMENT has been negotiated at arms length and each Party has been given the
opportunity to be represented by legal counsel and to the extent each Party has deemed
necessary, each Party has consulted with independent legal counsel with respect to such
Party’s rights and obligations under this AGREEMENT. Accordingly, any rule of law or
legal decision that would require interpretation of any ambiguities in this AGREEMENT
against the Party drafting it is not applicable and is waived. The provisions of this
AGREEMENT shall be interpreted in a reasonable manner to effect the intent of the Parties
and the purpose of this AGREEMENT.

17. This AGREEMENT may be executed in one or more counterparts, each of which will
constitute an original but all of which together constitute a single document.

18. Provider agrees that Company, in its sole discretion, may convert this AGREEMENT into
an electronic record and that in the event of any dispute involving this AGREEMENT, a
copy of such electronic record may serve as the exclusive original. The Parties consent to
conducting business via electronic transactions and recognize the validity, enforceability
and admissibility of any electronic record or any electronic signature created in connection
with this AGREEMENT or the relationship contemplated by it. An electronic record of
this AGREEMENT and any electronic signature made in connection with this
AGREEMENT shall be deemed to have been signed by hand by the Parties.

19. The undersigned of each Party warrant and represent that they have authority to bind the
Party on whose behalf they are signing to the terms and obligations set forth herein.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

SIGNATURES FOLLOW.
 IN WITNESS WHEREOF, the Parties hereby execute and deliver this Agreement as of the
Effective Date.

Provider: Your Company:

[Insert Complete Name of Provider, in Company Name

Bold, No Underlining and delete this

By: ___________________________ By: ___________________________

Name: _____________________ Name: _____________________

Title: ______________________ Title: ______________________

Date: _____________________ Date: _____________________