MUTUAL NON-DISCLOSURE AGREEMENT

On Company's Letterhead

This non-disclosure agreement (“Agreement”) is by and between Indian Institute of

Technology Bombay, a research and educational institution of national importance, set up by a

Special Act of the Parliament of Republic of India. The Institute is recognized worldwide for the

high-quality education that it imparts and for undertaking cutting-edge research in various areas

of science, engineering, design, management and humanities (herein after referred to as “IITB”)

having its address at Powai, Mumbai 400076 and __________________________ (hereinafter

referred to as “Company”), a corporation having a business address at

__________________________ on this __________________________ being the date when

this agreement comes into force.

I. RECITALS

A. Company and IITB wish to exchange certain information pertaining to

__________________________. This exchange includes all communication of information

between the parties in any form whatsoever, including oral, written and machine-readable form,

pertaining to the above which is indicated as confidential.

B. IITB and Company wish to exchange the information for the sole purpose of

__________________________ and each party regards certain parts of the Information it

possesses to be secret and desires to protect those parts from unauthorized disclosure or use

(such secret parts being hereafter collectively referred to as “Information”).

C. IITB and Company are willing to disclose Information (as “Disclosing Party”) and receive

Information (as “Receiving Party”) as the case maybe, on the terms and conditions set forth

herein.

II. AGREEMENT

In furtherance to the above mentioned, IITB and Company agree to the following:

1. The Receiving Party will:

a. Not disclose Information of Disclosing Party to any other person and use at least the

same degree of care to maintain the Information confidential as Receiving Party uses in

maintaining as confidential its own confidential Information, but always at least a

reasonable degree of care; due diligence will be taken by both parties in maintenance of

confidential information.

b. Use the Information only for the above mentioned purpose;

c. Restrict disclosure of the Information of the Disclosing Party solely to those employees of

Receiving Party having a need to know such Information in order to accomplish the

purpose stated above;

IITB initials & stamp (Company) initials &

stamp

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On Company's Letterhead

d. Advise each such employee, before he or she receives access to the Information, of the

obligations of Receiving Party under this Agreement, and require each such employee to

agree to maintain those obligations.

e. Within fifteen (15) days of notice furnished by either party, the party receiving such notice

shall return to the other Party all documentation, copies, notes, diagrams, computer

memory media and other materials containing any portion of the Information, or confirm

to the other Party, in writing, the destruction of such materials.

2. This Agreement imposes no obligation on Receiving Party with respect to any portion of

the Information received from Disclosing Party which

a. was known to Receiving Party prior to disclosure by Disclosing Party,

b. is obtained by Receiving Party from a third party under no obligation of confidentiality,

c. is or becomes generally known or publicly available other than by unauthorized

disclosure,

d. is independently developed by Receiving Party or

e. is disclosed by Disclosing Party to a third party without a duty of confidentiality on the

third party.

f. is required by law or decree.

3. The Information shall remain the sole property of Disclosing Party.

4. The Disclosing party does not make any representations or warranties, whether written or

oral, statutory, express or implied with respect to the information which may be provided

hereunder, including without limitation, any warranty of merchantability or of fitness for a

particular purpose. The Disclosing party shall not be liable for any special, incidental or

consequential damages of any nature whatsoever resulting from receipt or use of the

information by the Receiving Party.

5. Neither the execution of this Agreement nor the furnishing of any Information hereunder

shall be construed as granting either expressly or by implication, any license under or title

to any invention, patent, copyright, trademark or trade name now or hereafter owned by or

controlled by the party furnishing the Information.

6. The Receiving Party will not export, directly or indirectly, any technical data acquired from

Disclosing Party or any product utilizing any such data to any third party, without first

obtaining approval of the Disclosing Party.

IITB initials & stamp (Company) initials &

stamp

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On Company's Letterhead

7. The rights and obligations of the parties under this Agreement may not be sold, assigned

or otherwise transferred (subject to contract).

8. The term of this Agreement shall be for a period of ____ years and the obligations of

confidentiality shall continue for a period of two (2) years after the termination of the

Agreement

9. This Agreement can be terminated on thirty (30) days written notice by either party.

However, Receiving Party’s obligations of confidentiality and restrictions on use of the

Information disclosed by Disclosing Party shall survive termination of this Agreement for a

period of two (2) years thereafter.

This agreement will be construed and governed in accordance with the laws of India. Any

dispute arising out or in connection with the agreement shall be settled within the jurisdiction of

Mumbai courts.

IN WITNESS WHEREOF, the parties have executed this agreement effective as of the date first

written above.

For For

Indian Institute of Technology Bombay Company

Name : Name :

Date : Date :

Witness : Witness :

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