NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the “Agreement”) is executed on _________ (“Effective

Date”) into by and between:

IKEA India Private Limited, a company registered under the provision of Indian
Companies Act 2013 having its registerd office at Plot C1, Commercial Complex, Sector 47,
Urban Estate, near BPCL Petrol Pump, Gurgaon, Haryana, India, 122018 hereinafter referred
to as (“IKEA”);

and

[Full trade name of Party], a [nationality and type of legal entity] having its registered office
at [full address including country of Supplier], with corporate number [corporate identity
number, tax, or other organization number], (hereinafter referred to as “Company”)

1. BACKGROUND
1.1 IKEA is a company owned or controlled directly or indirectly by Ingka Group (as
defined below) and is engaged mainly in home retail furnishing business.

1.2 The Company is [add description of the Company’s business].

1.3 IKEA and the Company wish to discuss matters of mutual interest, for the purpose of
[insert purpose of signing the NDA] (the “Purpose”).

1.4 For the parties’ fulfilment of the Purpose, IKEA may disclose certain confidential
information to the Company relating to IKEA’s business.

1.5 Now therefore, in consideration of the mutual promises and other good and valuable
consideration, the parties hereby agree to the terms and conditions set out in this
Agreement.

2. DEFINITIONS
In addition to terms otherwise defined in this Agreement, the following terms and expressions
shall have the meanings set out below:

“Company Group” shall mean all companies directly and/or indirectly owned and/or
controlled by [Company Group Parent].

“Effective Date” means the date indicated above.

"Information" shall mean all information, technical data and know-how, including but not
limited to information in respect of designs, manufacturing data, specifications, procedures,
drawings, inventions, processes, engineering, marketing and all other technical, commercial
or economical information related to the Ingka Group, proprietary to a company in the Ingka
Group or a third party, directly or indirectly received by the Company in writing, orally, by
drawings, visual inspections or otherwise.

“Ingka Group” means all companies directly and/or indirectly owned and/or controlled by
Ingka Holding B.V.

“Purpose” shall have the meaning set out in Section Background 1.3 above.

"Recipient" means the party receiving the Information.

“Representative” means any employee, consultant, agent or other representative of the

Company, to which the Information is disclosed.

3. CONFIDENTIALITY AND NON-USE

3.1 The Company undertakes for itself and for its Representatives for a period of five (5)
years from the last date of receipt of any Information hereunder:

(a) to keep secret and strictly confidential all Information received by the Company
and to take every reasonable precaution to preclude the unauthorised disclosure of
the Information and to use at least the same degree of care as it uses to protect its
own confidential information, and in no case less than a high degree of care;

(b) not to use the Information for any other purpose than for the evaluation of the
Purpose;

(c) not copy or reduce Information to writing or store in a machine readable form,
except as may be reasonably necessary for the Purpose;

(d) not remove, alter or deface any proprietary or confidential designations, legends
or markings denoted on Information and ensure that such designations, legends or
markings are preserved on copies or reproductions of the Information;

(e) promptly notify in writing IKEA if the Company becomes aware of any breach of
this Agreement; and

(f) to immediately, if and when IKEA so requests, return to IKEA all Information
submitted by IKEA as well as hand over any other documents, material,
specifications, written data or information of any nature whatsoever based on or
relating to the Information and not to retain any copies or duplicates thereof.

3.2 The Company shall be authorised to disclose the Information to the minimum number
of its Representatives as is required to enable the Company to carry out the actions
necessary for fulfilment of the Purpose. Such Representative to which the Information
is disclosed shall be directly involved in the fulfilment of the Company’s undertakings

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 under the Agreement and shall have a strict need to use such Information for
fulfilment of the Purpose. The Company is directly liable towards IKEA for any
breach by any of its Representative in relation to the terms and conditions of this
Agreement.

3.3 With respect to the obligations of the Company pertaining to the protection and use of
the Information, no obligations shall be imposed upon the Company with respect to
any portion of said Information which the Company can show:

(a) corresponds to information in the Company’s possession prior to the Recipient’s

receipt of the same from IKEA;

(b) at the time of disclosure is, or thereafter becomes, through no act or failure to act
on the part of the Company or anyone for whom the Company is responsible
under this Agreement, part of the public domain by publication or otherwise;

(c) corresponds to Information furnished to the Company by others as a matter of

right without restriction on disclosure; or

(d) is independently developed by the Company.

3.4 Information shall not be deemed to be within the exceptions set forth in section 3.3
above merely because such Information is embraced by more general information in
the public domain or in the Company’s prior possession or furnished to the Company
by others. In addition, any combination of features shall not be deemed to be within
such foregoing exceptions merely because individual features are in the public
domain or in the Company’s prior possession or furnished to the Company by others,
but only if the combination itself and its principle of operation are in the public
domain or in the Company’s prior possession or furnished to the Company by others.

3.5 If the Company receives a request or is required by law, deposition, interrogatory,

document request, subpoena, civil investigative demand, the rules of a stock exchange
or other similar process to disclose any or all of the Information, the Company will:

(a) without undue delay notify IKEA of the existence, terms and circumstances
surrounding such request or requirement;

(b) consult with IKEA regarding the advisability of taking legally available steps at
the expense of IKEA to resist or narrow such request or requirement; and

(c) provide commercially reasonable assistance in IKEA’s efforts to seek a protective

order or other remedy. If such protective order or other remedy is not obtained or
if IKEA waives compliance with the provisions hereof with respect to such
Information, the Company may disclose to any tribunal, public authority or stock
exchange only that portion of Information which the Company is, or may be
reasonably considered to be, legally required to disclose and shall exercise
commercially reasonable efforts to obtain assurance that confidential treatment
will be afforded such Information.

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3.6 To the extent IKEA has disclosed Information for the purpose of evaluating the
Purpose before this Agreement has come into effect pursuant to Section 4
hereinbelow, the parties agree that the terms and conditions of this Agreement shall
also apply to such Information.

4. TERM OF THE AGREEMENT

4.1 The term of Agreement shall be five (5) years from the last date of signing of this
Agreement by either party and the terms and conditions of this Agreement shall
remain valid for a further period of 5 years from the date of termination of the
Agreement. The said terms and conditions shall also apply retrospectively to the
information/s received prior to the execution of this agreement.

5. MISCELLANEOUS
5.1 IKEA shall not be obligated to disclose any Information to the Company.

5.2 Without prejudice to any other rights or remedies a party may have, the parties
acknowledge and agree that damages might not be an adequate remedy for a breach of
this Agreement and therefore a party shall be entitled to the remedies of injunction,
specific performance and other relief for any threatened or actual breach of this
Agreement, in addition to any claim for proven damages by a court of competent
jurisdiction.

5.3 All Information supplied by IKEA will remain the property of IKEA. Neither the
execution of this Agreement, nor the disclosure of any Information hereunder, shall be
construed as granting to the Company either a license (expressly, by implication,
estoppel, or otherwise) under, or any right of ownership in, such Information or in any
invention, patent or patent application, copyright or other intellectual property right
now or hereafter owned or controlled by IKEA.

5.4 Information is provided “as is” and IKEA does not warrant the accuracy or
completeness of any Information. All implied warranties, conditions or
representations to that effect are hereby excluded.

5.5 A delay or omission by either party to exercise any right or power under the
Agreement will not be construed to be a waiver thereof. A waiver by either of the
parties of any breach of this Agreement will not be construed to be a waiver of any
succeeding breach thereof.

6. GOVERNING LAW AND DISPUTE RESOLUTION

6.1 This Agreement shall be governed by the laws of India without reference to its
conflict of law rules.

6.2 Any dispute, controversy or claim arising out of or in connection with this
Agreement, or the breach, termination or invalidity thereof, shall be finally settled by
arbitration in accordance with the Arbitration and Conciliation Act, 1996 or any

NDAU_GL.01.20
 modification thereto/re-enactment thereof, by a sole arbitrator appointed mutually by
both parties. . The seat of arbitration shall be Bangalore. The language to be used in
the proceedings shall be English.

6.3 The parties agree that the arbitration award shall be final and binding upon the parties.

********************

This Agreement has been signed in two (2) originals, of which the parties have
received one (1) each.

[●place], [date] [●place], [date]

[INGKA LEGAL ENTITY] [COMPANY LEGAL ENTITY]

[●name of signatory] [●name of signatory]

[●name of signatory] [●name of signatory]

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