NON-DISCLOSURE AGREEMENT

THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT is entered

into this 27th day of October, 2023 by and between:

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FERRO ALLOYS CORPORATION LIMITED, a company incorporated under the provisions of
Company Act, 1956 and having it’s registered office at DP Nagar, Randia,
Bhadrak hereinafter referred to as “Company/Disclosing Party” which expression
shall include its directors, officers, successors, affiliates and permitted assigns);
of the one part.
AND
Commercial Consultancy Counsel having registered office at 27, First Floor,
Omaxe Square, Jasola, New Delhi-110025 New Delhi, India (hereinafter referred
to as "Recipient" which expression shall, unless excluded by or repugnant to the
context thereof, include its subsidiaries, associate companies, parent
organization, successors and permitted assigns); of the other party.
Collectively referred herein as "Parties" or separately as "Party";
WHEREAS “Disclosing Party” means FERRO ALLOYS CORPORATION LIMITED
which shall disclose the Confidential Information and “Recipient” means
Commercial Consultancy Counsel which shall receive the Confidential
Information;
WHEREAS “Confidential Information” means (a) any and all information
(whether in written form, oral, electronically or optically stored or otherwise)
about the Disclosing Party, including but not limited to, its assets, its Related
Body Corporate, Finances, Employees that may come to the knowledge of the
other Party as a result of the Parties’ discussions which is non-public, confidential
or proprietary in nature to the Disclosing Party or its Related Body Corporate, and
(b) any and all technical and non-technical information including but not limited
to customer lists, databases, trade secrets, copyrights, patents, designs and
such Intellectual property and all private, proprietary information, notes,
analyses, compilations, reports, techniques, drawings, know-how, processes,
software programs, software source documents, systems and formulae, and
includes, without limitation, information concerning financial information, as well
as business forecasts, communication exchanged, and information, or other
documents in tangible form which were developed based upon, or otherwise
contain or reflect Confidential Information, whether prepared by the Disclosing
Party, Receiving Party or others and whether or not labeled as
“confidential/proprietary” or not.

WHEREAS “Authorized Employees” means Recipient’s employees who have a

need to know or otherwise access Confidential Information to enable it to
perform its obligations under this Agreement;
WHEREAS “Security Breach” means any instance of leak or infringement of
Confidential Information to or by any person not authorized by the Recipient to
have access to or process the Confidential Information;
AND WHEREAS,
A. The parties intend to enter into an Agreement for EPCG and PIS Consultancy
(the “Purpose”).

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 B. Each party wishes to ensure that the receiving party maintains the
confidentiality of all Information transmitted to it and to keep the nature of
their discussions confidential.

NOW, THEREFORE, in consideration of the mutual covenants and

understandings hereinafter contained, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree to comply with the following
terms in connection with the use and disclosure of Confidential Information:

1. Confidentiality and Restricted a) has entered before or after the

Use: conclusion of this Agreement into
1.1 The Recipient recognizes the the public domain through no act or
proprietary and confidential nature failure to act by the Recipient,
of the Confidential Information and b) is at any time developed by or for
undertakes to hold in strict the Recipient independently of any
confidence any Confidential Confidential Information of the
Information disclosed to it by the Disclosing Party,
Disclosing Party, directly or c) is requested to be disclosed pursuant
indirectly, orally, in writing, digital to applicable law, governmental
form, through the supply of regulation or legal process;
drawings, specifications, technical provided, however, that Recipient
documents or through giving the shall give to the Disclosing Party a
permission to inspect or sharing of prompt information (within 3 days of
the records and ledgers of the such demand being raised, or the
Disclosing Party or of Third Parties or date of provision of such information
in any other way (with confirmation to the asking authority, whichever is
in writing within 7 days of earlier) of such request, shall
disclosure) as well as any knowledge disclose only such Confidential
based thereon, whether marked Information as is required by such
Confidential or not, and shall except authority or process, and shall take
as hereinafter provided, take all reasonable steps to protect the
reasonable precautions to prevent confidentiality of such disclosed
the same in whole or in part from information to the fullest extent
reaching Third Parties. Furthermore, possible.
the Recipient undertakes to use
Confidential Information of the 1.3 Confidential Information
Disclosing Party solely for the disclosed under this Agreement shall
Purpose, and shall make no use not be deemed to be within the
thereof without the prior written foregoing exceptions merely
consent of the Disclosing Party. because such information is
embraced by more general
1.2 However, the Recipient shall be information in the Public domain and
under no obligation of confidence furthermore any combination of
and restricted use as to any features shall not be deemed to be
information and knowledge based within the foregoing exceptions
thereon, in case such information, as merely because individual features
evidenced by documents of that are in the Public domain.
time:

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2. Standard of Care consent from the Disclosing Party
2.1 The Recipient shall comply with unless and to the extent as
the terms and conditions set forth in recognised in Clause 1.2
this Agreement in its collection, hereinabove, in which case,
receipt, transmission, storage, Recipient shall (i) use best efforts to
disposal, use and disclosure of notify the Disclosing Party before
Confidential Information and be such disclosure or as soon thereafter
responsible for the unauthorized as reasonably possible, unless not
collection, receipt, transmission, prohibited by order/direction of any
access, storage, disposal, use and authority of competent jurisdiction
disclosure of Confidential or under any applicable law, for the
Information under its control or in its time being in force; (ii) be
possession by all Authorized responsible for and remain liable to
Employees. the Disclosing Party for the actions
and omissions of Unauthorized Third
(a) In recognition of the foregoing, Party, as defined above, concerning
the Recipient agrees and covenants the treatment of such Confidential
that it shall: Information as if they were the
Recipient’s own actions and
(i) keep and maintain all Confidential omissions where breach of
Information in strict confidence, Confidential Information is due to
using such degree of care as is the Recipient’s act or omission; and
appropriate to avoid unauthorized (iii) require the Unauthorized Third
access, use or disclosure; Party that has access to the
Confidential Information to agree
(ii) use and disclose Confidential and comply with the terms and
Information solely and exclusively conditions of this Agreement relating
for the Purposes for which the to the treatment of Confidential
Information, or access to it, is Information.
provided pursuant to the terms and
conditions of this or any other 2.2 The Recipient shall exercise no
Agreement that may be entered into lesser security measures and degree
by the Parties in furtherance of the of care than those which the
Purpose, and not use, sell, rent, Recipient applies to its own
transfer, distribute, or otherwise Confidential Information, and make
disclose or make available no copies or reproductions of the
Confidential Information for Disclosing Party's Confidential
Recipient’s own use or for the Information except to the extent
benefit of anyone other than the required for the Purpose (which
Disclosing Party, in each case, copies shall be property of the
without the Disclosing Party’s prior Disclosing Party), and shall upon the
written consent; and request of the Disclosing Party
return or destroy under due notice
(iii) not, directly or indirectly, all Confidential Information of the
disclose Confidential Information to Disclosing Party including all copies
any person other than its Authorized of any kind. The Recipient party
Employees, including any, acknowledges that damages are not
subcontractors, agents, outsourcers a sufficient remedy for the
or auditors (an “Unauthorized Third Disclosing Party for any breach of
Party”), without express written any of the Recipient Party’s

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 undertakings herein provided and privacy and data protection laws, as
the Recipient Party further well as all other applicable
acknowledges that the Disclosing regulations and directives.
Party is entitled to seek specific
performance or injunctive relief (as (b) The Recipient’s shall implement
appropriate) as a remedy for any administrative, physical and
breach or threatened breach of technical safeguards to protect
those undertakings by the Recipient Confidential Information that are no
Party, in addition to any other less rigorous than accepted industry
remedies available to the Disclosing practices and shall ensure that all
Party in law or in equity. such safeguards, including the
manner in which Confidential
2.3 In case the Confidential Information is collected, accessed,
Information is required to be used, stored, processed, disposed of
transferred to any other location and disclosed, comply with
than the one where it was originally applicable data protection and
sent or delivered by the Disclosing privacy laws, as well as the terms
Party, the Recipient shall ensure and conditions of this Agreement.
that there exist adequate measures
for protection of Confidential 6 Procedure to be Adopted in case
Information and for remedying any of Security Breach
breach of obligations under this
(a) The Recipient shall:
Agreement.
(i) provide the Disclosing Party with
the name and contact information of
2.4 Any liability arising out of any an employee of the Recipient who
action taken by an employee of the shall serve as the Disclosing Party’s
Disclosing Party against the primary security contact and shall be
Recipient, shall be to the account of available to assist the Disclosing
the Recipient and the Disclosing Party in normal business working
Party shall not be responsible for it hours as a contact in resolving
in any way, form or share. obligations associated with a
Security Breach;
3 No Partnership/Agency: This
Agreement shall not be construed as (ii) notify the Disclosing Party of a
a partnership, joint venture, agency Security Breach as soon as
or any such arrangement. practicable, but no later than twenty-
four (24) hours after the Recipient
4 No Title: No right, title or interest in becomes aware of it; and
the Confidential Information shall (iii) notify the Disclosing Party of any
pass to the Recipient under this Security Breaches by e-mailing with
Agreement a read receipt at _______________and
with a copy by e-mail to the
5 Warranty: (a) The Recipient Recipient’s primary business contact
represents and warrants that its within the Disclosing Party.
collection, access, use, storage,
disposal and disclosure of (b) Immediately following the
Confidential Information does and Recipient’s notification to the
will comply with all applicable Disclosing Party of a Security Breach,
national and, state, and foreign the parties shall coordinate with each

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other to investigate the Security 7 Term: This Agreement and the
Breach. The Recipient agrees to Confidentiality obligations shall
fully/reasonably cooperate with the come into force as of the date of this
Disclosing Party in handling of the Agreement and shall terminate after
matter, including, without limitation: 3 (three) years from the said date.
(i) assisting with any investigation;
(ii) facilitating in raising queries with 8 Arbitration: Any dispute or
the Recipient’s employees and difference whatsoever arising
others involved in the matter; and between the parties out of or
(iv) making available all relevant relating to the interpretation,
records, logs, files, data reporting meaning, scope, operation or effect
and other materials required to of this Agreement or the existence,
comply with applicable law, validity, breach or anticipated
regulation, industry standards or as breach thereof or determination and
otherwise reasonably required by the enforcement of respective rights,
Disclosing Party. obligations and liabilities of the
parties thereto shall be amicably
(c) The Recipient shall take
settled by way of mediation. If the
reasonable steps and use best
dispute is not conclusively settled
efforts to immediately remedy any
within a period of twenty-one (21)
Security Breach and prevent any
days from the date of
further Security Breach at the
commencement of mediation or
Recipient’s expense in accordance
such further period as the parties
with applicable privacy rights, laws,
shall agree in writing, the dispute
regulations and standards. The
shall be referred to and finally
Recipient shall reimburse the
resolved by arbitration under the
Disclosing Party for actual
(Indian) Arbitration and Conciliation
reasonable costs incurred by the
Act, 1996 (as amended from time to
Disclosing Party in responding to,
time), which are deemed to be
and direct damages caused by, any
incorporated by reference into this
Security Breach, including all
clause. The arbitration shall be
reasonable costs of notice and/or
conducted as follows:
remediation only in case such
(i) A sole arbitrator shall be
Security Breach is attributable to
appointed in case the value of
the Recipient.
claim under dispute is less than
5,000,000 (Rupees Five Million
(d) The Recipient agrees to
Only) / $ 100,000 (Hundred
reasonably cooperate with the
Thousand United States Dollars)
Disclosing Party in any litigation or
and in any other event by a forum
other formal action deemed
of three arbitrators with one
reasonably necessary by the
arbitrator nominated by each
Disclosing Party to protect its rights
Party and the presiding arbitrator
relating to the use, disclosure,
selected by the nominated
protection and maintenance of
arbitrators.
Confidential Information. Any cost
(ii) The language of the mediation
incurred by the Recipient in
and arbitration proceedings shall
compliance with this clause shall be
be English. The seat of arbitration
reimbursed by the Disclosing Party.
shall be Bhadrak,Odisha, India.

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 (iii) The award made in pursuance Parties concerning the subject
thereof shall be final and binding matter hereof; (b) may not be
on the parties amended or modified except by a
written instrument signed by
9 Governing Law: This Agreement authorized representatives of both
shall be governed by, construed and Parties; (c) shall be binding upon
enforced in accordance with the and inure to the benefit of each
laws of India. The parties submit to Party’s respective successors and
the exclusive jurisdiction of the assigns provided, however, that
courts of Bhadrak, Odisha, India and neither Party may assign, whether
any courts that may hear appeals by operation of law or otherwise, in
from those courts in respect of any whole or in part without the prior
proceedings in connection with this written consent of the other Party.
Agreement.
14 This Agreement supersedes all prior
10 Miscellaneous: Failure by the discussions and writings with
Recipient at any time or times to respect to the subject matter hereof,
require performance of any and constitutes the entire
provision herein does not affect in agreement between the parties with
any manner its right to enforce the respect to the subject matter hereof.
same, and the waiver by the No waiver or modification of this
Disclosing Party of any breach of Agreement will be binding upon
any provision of this Agreement may either Party unless made in writing
not be construed to be a waiver by and signed by a duly authorized
the Disclosing Party of any representative of each Party.
succeeding breach of such provision
or waiver by the Disclosing Party of
any breach of any other provision of
this Agreement.

11 Recipient undertakes to return

immediately on demand by
Disclosing Party all Confidential
Information furnished to them and
all copies and extracts thereof, and
to destroy under notice any notes,
memoranda and analyses and
delete all computer records which
are derived from or contain
Confidential Information.

12 The undertakings in this Agreement

will be deemed to be incorporated
into any agreement executed
between Recipient and Disclosing
Party, unless otherwise agreed in
writing.

13 This Agreement: (a) constitutes the

entire agreement between the

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This Agreement has been executed in two (2) identical counterparts, one (1) for
each Party.
On Behalf of FERRO ALLOYS On behalf of Commercial Consultancy
CORPORATION LIMITED Counsel

Designation: Designation:

(Witness 1) (Witness 1)

(Witness 2) (Witness 2)

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