Brickwork India Nondisclosure Agreement (v.24062014) CONFIDENTIAL

Nondisclosure Agreement

This Nondisclosure Agreement (Agreement) has been made and entered into as of ___________________________(Effective Date) between Brickwork India Pvt. Ltd. (Brickwork) located at 3rd Floor, Raj Alkaa Park, 29/3 & 32/2 Kalena Agrahara, Bannerghatta Road, Bangalore 560 076 India and ___________________ _____(Client), located at ___________________________________________. This Agreement is signed with the purpose of preventing unauthorized disclosure of confidential information, as defined and agreed upon by the cosigners. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information for the purposes of discussing or evaluating a prospective business relationship (Purpose).

1. The party receiving the proprietary and confidential information is referred to as the Receiving Party and the party disclosing the confidential information is referred to as the Disclosing Party.

2. Proprietary or confidential information means information related to the business (including third party information), which (i) is subject to privacy rules and regulations and/or derives economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from the disclosure or use of the information, (ii) is the subject of efforts by the Disclosing Party that are reasonable under the circumstances to maintain the secrecy of the information, and (iii) is identified by the Disclosing Party as Confidential and/or Proprietary, or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary under this Agreement (Confidential Information).

3. The nondisclosure obligations shall not apply to any information that is required to be disclosed by law or subpoena. 4. Confidential Information shall not include information which, as the Receiving Party can prove, (i) is now or

subsequently becomes generally known or available by publication, commercial use or otherwise, through no fault of the Receiving Party, (ii) is known by the Receiving Party at the time of disclosure, or (iii) is lawfully obtained by the Receiving Party without violation of a confidentiality obligation.

5. The Receiving Party agrees (i) to use the confidential information solely for the Purpose; (ii) to use all possible means to maintain the Confidential Information in strict confidence, and at least those measures that it employs for the protection of its own confidential information, but in any event not less than a reasonable degree of care; (iii) to disclose Confidential Information to the Receiving Partys employees who are required to have the information for the Purpose and have previously signed an agreement in content similar to the provisions hereof; and (iv) to immediately notify in writing the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information.

6. Upon written request by the Disclosing Party, all Confidential Information will be returned or deleted by the Receiving Party.

7. The Receiving Party hereby acknowledges that unauthorized disclosure or use of the Confidential Information could cause irreparable harm and significant injury. Accordingly, the Receiving Party agrees that the Disclosing Party shall have the right to obtain immediate injunctive relief, in addition to any other rights and remedies it may have.

8. This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns, except that Confidential Information and the rights and obligations under this Agreement may not be assigned by Receiving Party without prior written consent of the Disclosing Party. This document contains the entire agreement between the parties with respect to the subject matter hereof, and may not be amended, nor any obligations waived, except by a writing signed by both parties hereto. Any failure to enforce any provisions of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement shall be governed by and construed and enforced in accordance with the laws of the India, excluding that body of law pertaining to conflict of law, and the parties hereto agree to submit to the exclusive jurisdiction of the courts of Bangalore for any disputes arising out of the subject matter.

UNDERSTOOD AND AGREED:

Brickwork India Pvt. Ltd. Client: ______________________

Sign: Sign: ________________________

Name: Name: ______________________

Title: Title: ________________________