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CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (“Agreement”) is entered into on this

_________________ (“Execution Date”) by and between:

Orbittal Electromech Engineering Projects Pvt Ltd, a company established under the laws of India,
having its registered office at Orbittal House Sr. no. 83, Mauje Shivane, Tal. -Haveli, Near Warje
Malwadi, Pune 411023, (hereinafter referred to as “Disclosing Party” which expression shall unless it
be repugnant to the context or meaning there of shall mean and include its successors and permitted
assigns);

AND

____________________________________________, a company established under the laws of India

and having its registered office at ___________________________________________, (hereinafter
referred to as “Receiving Party” (which expression shall, unless repugnant to the context or meaning
thereof, be deemed to mean and include its successors and its permitted assigns);

Orbittal Electromech Engineering Projects Pvt Ltd and ___________________________________,

shall hereinafter be individually referred to as a ‘Party’ and collectively as the ‘Parties’.

WHEREAS:

A. Orbittal Electromech Engineering Projects Pvt Ltd and _______________________________

are exploring Turnkey MEP Services and develop their relationship by establishing long-term
strategic research collaboration between the Parties (the “Purpose”).

B. The Parties are hereby entering into this Agreement to exchange certain information of
confidential nature with regard to the Purpose, subject to the terms and conditions
hereinafter mentioned.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:

1. DEFINITIONS
In this Agreement, the following terms shall have the following respective meanings:

“Affiliate” means any entity that Controls, is controlled by, or is under common Control with
a Party. For the purposes hereof, “Control” shall mean ownership of more than fifty (50%)
percent of the outstanding shares or other ownership interest representing the right to vote
for members of the board of directors or other managing officers of an entity.

“Confidential Information” means and includes any and all information, documents and
materials relating to the Purpose, whether oral or written, disclosed or made available,
directly or indirectly, that are or would reasonably be construed to be confidential by the
nature of the information or circumstances of disclosure, irrespective of the form of the
communication, before or after the date of this Agreement, by the Disclosing Party or its
Representatives, including without limitation, any information relating to business,
operations, prospects, finances, assets, plans, clients, employee data including personal data
or sensitive personal information, intentions, market opportunities, processes, product
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information, know-how, designs, trade secrets or software, commercial technical and other
data, information and interpretations, whether belonging to the Disclosing Party and / or any
of its Affiliates and made available by the Disclosing Party or its Representatives. Without
prejudice to the generality of the foregoing, Confidential Information shall also include

information from a Representative of the Disclosing Party or any of its Affiliate and all requests
for any proposal, drafts, agreements for the Purpose howsoever documented, that have been
or may hereafter be provided to the Receiving Party, irrespective of the form of the
communication, and also includes all notes, summaries, and other similar material prepared
by the Receiving Party containing or based, in whole or in part, on any information included
in the foregoing, pertaining to the Purpose. The fact that discussions are taking place between
the Parties concerning the Purpose and the terms of this Agreement shall also be Confidential
Information.

“Disclosing Party” means the Party sharing the Confidential Information under this Agreement
to the Receiving Party.

“Receiving Party” means the Party receiving the Confidential Information under this
Agreement from the Disclosing Party.

“Representatives” in relation to a Party means the directors, officers, employees, agents,

professional advisors and consultants of that Party or any of its Affiliates.

2. CONFIDENTIALITY OBLIGATIONS
In consideration of the Disclosing Party sharing the Confidential Information, the Receiving
Party hereby agrees and undertakes:

a) to keep the Confidential Information strictly confidential and ensure that the Confidential
Information shall not be furnished, sold, traded, published or otherwise disclosed to anyone
in any manner whatsoever, including by means of photocopy or reproduction;

b) to use the Confidential Information solely in connection with and as necessary for the
purposes of evaluating the Purpose and not use or exploit the Confidential Information in any
other way;

c) to take all prudent steps to prevent unintentional use or disclosure (including by its
Representatives) of the Confidential Information to any other person;

d) to immediately notify the Disclosing Party of any actual or suspected unauthorized use,
copying, sharing, transfer or disclosure of any Confidential Information and to provide
assistance reasonably requested by the Disclosing Party, and at the Disclosing Party’s cost, in
relation to any proceedings the Disclosing Party may take against any person for any
unauthorized access, copying or disclosure of the Confidential Information; and

e) not to make any disclosure or announcement concerning, or otherwise publicise, the details
and/or status of any investigations, discussions or negotiations that may take place between
the Parties, and the possibility of the Purpose taking place.

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3. DISCLOSURE AND DISSEMINATION

a) The confidentiality obligations contained in this Agreement shall not apply to Confidential
Information in the following circumstances:

i. the Confidential Information which was lawfully and demonstrably already part of the
public domain without breach of this Agreement by the Receiving Party or any of its
Representatives;
ii. the Confidential Information which the Receiving Party can conclusively prove was
already lawfully in the possession of the Receiving Party prior to disclosure of such
information by the Disclosing Party;

iii. the Confidential Information which is received by the Receiving Party from a third
party without an obligation of confidentiality; or

iv. The Confidential Information is released pursuant to a binding court order or

government regulation, or order of securities markets authority or stock exchange,
provided that the Receiving Party shall give the relevant Disclosing Party prompt prior
written notice of such requirement so that the Disclosing Party may seek an
appropriate protective order or other remedy. The Receiving Party shall cooperate
with the Disclosing Party to help it obtain such protective order or other remedy.

b) The Confidential Information may be disclosed by the Receiving Party to its Representatives,
who, in each case, need to know such information for evaluating and/or implementing the
Purpose, provided that, the Representatives that receive Confidential Information shall be
informed by the Receiving Party of the confidential nature of such information and shall be
directed to treat such information as confidential and shall undertake to be bound by the
terms of this Agreement. The Receiving Party shall be responsible for any breach of this
Agreement by any of its Representatives.

c) Without prejudice to the aforesaid, each Party (as a Receiving Party) undertakes to use the
same degree of care as it uses with respect to its own information of a similar nature to avoid
disclosing Confidential Information in any manner not contemplated by the Disclosing Party,
or where the Disclosing Party would not have disclosed such information ordinarily.

4. RETURN OF CONFIDENTIAL INFORMATION

The Confidential Information shall always remain that of the Disclosing Party and the
Disclosing Party may demand the return thereof at any time upon giving written notice to the
Receiving Party. The Receiving Party shall apply its all best efforts to promptly return or
destroy (to the extent the same are practically capable of, and legally permitted for,
destruction) all copies and reproductions (both written and electronic) of the Confidential
Information in their possession and in the possession of their Representatives to whom it was
disclosed pursuant to this Agreement and shall confirm to the Disclosing Party in writing that
all copies and reproductions (both written and electronic) in their possession has/have been
destroyed. Notwithstanding anything to the contrary, its internal compliance department may
retain permanently in safekeeping in its files one copy of such Confidential Information for the
purpose of satisfying any rule, regulation or law it is subject to. Such copy shall be treated
confidentially and kept separate from its operating businesses. In addition, the Receiving Party
or its Representatives may keep a copy of Confidential Information on computer back-up
storage systems in accordance with internal computer back-up procedures. Such copy shall be

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treated confidentially and kept separate from its operating businesses. Notwithstanding any
such return or destruction, all Confidential Information will continue to be subject to the terms
herein pursuant to Clause 6 of this Agreement.

5. NO REPRESENTATION OR WARRANTY:
a) The Receiving Party acknowledges and agrees that neither any Disclosing Party nor any of its
Representatives is making any representation or warranty, express or implied, as to the
accuracy or completeness of the Confidential Information or any other information supplied,
or as to the reasonableness of the assumptions on which any of the same is based, and neither
any Disclosing Party nor any of its Representatives will have any liability to the Receiving Party
or its Representatives or to any other person resulting from the use of the Confidential
Information or any other information supplied or for any opinions expressed by any of them
or for any errors, omissions or misstatements in the Confidential Information. Nothing
contained herein shall constitute an obligation on the part of the Disclosing Party or any of its
Representatives to update any Confidential Information provided hereunder.

b) Neither the Disclosing Party nor the Receiving Party shall be under a legal obligation of any
kind whatsoever to proceed with entering into of any further definitive agreements with
regard to their engagement herein.

c) It is clarified that the disclaimer of responsibility specified above shall only apply till such time
as a formal binding agreement is not reached between the Parties in relation to the subject
matter of the discussions, post which agreement, the accurance and/or completeness of the
relevant Confidential Information shared/disclosed shall be evaluated against the obligations
contained in such final binding agreement.

6. TERM AND TERMINATION

This Agreement shall be effective from the Execution Date hereof and continue to remain in
force for a period of 2 (two) years from the Execution Date unless terminated earlier by the
Parties.

Notwithstanding anything to the contrary contained in this Agreement: (a) the obligations of
the Receiving Party regarding the Confidential Information under this Agreement will survive
the termination or expiry of this Agreement for a period of 3 (three) years and (b) the rights
of the Disclosing Party against the Receiving Party for any breach of this Agreement during its
term and tenure shall survive the termination or expiry of this Agreement for a period of 3
(three) years.

7. NO LICENSE OR TRANSFER OF OWNERSHIP

The Receiving Party agrees that the Confidential Information including all patents, copyrights,
trade secrets, trademarks or service marks or logos (whether registered or unregistered and
with or without goodwill) and other intellectual property rights, title to or interests therein
shall belong to the Disclosing Party. Nothing contained herein shall be construed as granting
or conferring any rights by license or otherwise in any Confidential Information.

The Disclosing Party shall be the sole and exclusive owner of all the intellectual property rights
in and to the Confidential Information and in the analysis, compilations, studies or other

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documents prepared by the Receiving Party based on the Confidential Information provided
by the Disclosing Party and the Receiving Party undertakes not to use the same or any other
information provided by the Disclosing Party to seek or obtain any patents, design or
copyrights on its own or through any other person.

8. SPECIFIC PERFORMANCE
The Receiving Party acknowledges and agrees that the Confidential Information of the
Disclosing Party is of a proprietary, special, unique and extraordinary character and is a
valuable asset of the Disclosing Party and is being made available to and will be used by
Receiving Party for the purposes contemplated herein and for no other purpose whatsoever
and that any disclosure or use thereof in violation of the provisions of this Agreement will
cause an irreparable harm and loss to the Disclosing Party. As such, the Receiving Party
acknowledges and agrees that monetary damages alone would not be a sufficient remedy for
any breach of this Agreement by the Receiving Party or its Authorised Persons and that the
Disclosing Party shall, in addition to claiming losses, damages, costs be entitled to seek
injunctive reliefs against the Receiving Party as a remedy for any such breach. The Disclosing
Party shall, without prejudice to any other legal rights or remedies that it may have, be entitled
to seek specific performance, injunctive or other equitable relief as a remedy or to prevent or
curtail any actual or threatened breach by the Receiving Party or any of its Representatives of
their obligations under this Agreement.

9. COMPENSATION FOR BREACH

The liability of the Receiving Party to compensate the Disclosing Party for loss, expense, claim,
damage and liability that may be suffered or incurred by the Disclosing Party shall be limited
to actual loss, expense, claim, damage and liability proven to be caused by breach of this
Agreement by the Receiving Party or Representatives to whom Confidential Information is
disclosed.

Without prejudice to the aforesaid, the Receiving Party shall indemnify and keep indemnified
the Disclosing Party and hold the Disclosing Party harmless against and to pay to the Disclosing
Party any loss or expense incurred by it by reason of or arising out of any breach by the
Receiving Party or by any Representatives of the obligations contained herein including,
without limitation, any costs (including legal costs on an indemnity basis), losses, damages,
claims, expenses or other liabilities, without any limitation thereto, incurred by the Disclosing
Party in connection with the enforcement of any of its rights or the Receiving Party obligations
hereunder or pursuant hereto.

10. LIMITATIONS ON LIABILITY

No Party shall be liable for damages or compensation for any indirect or special loss of any
kind, including without limitation loss of production, loss of use, loss of revenue, loss of profit,
loss of contract, loss of goodwill or reputation or loss of commercial opportunities, or any
punitive or other non-financial loss.

11. AMENDMENT
No amendments, changes or modifications to this Agreement shall be valid except if the same
are in writing and are signed by duly authorized representatives of each of the Parties.

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12. FINAL AGREEMENT

This Agreement comprises the full and complete agreement of the Parties with respect to the
disclosure of the Confidential Information and supersedes and cancels all prior
communications, understandings and agreements between the Parties, whether written or
oral, expressed or implied.

13. NOTICE
All notices, and other communications required or permitted under this Agreement shall be
in writing and shall be deemed to be given when sent by electronic mail to the electronic mail
address(es) as specified below. A copy of any such notice shall also be sent by hand delivery
or courier on the date such notice is transmitted by electronic mail to the address(es) specified
below:
In case of: Orbittal Electromech Engineering Projects Pvt Ltd
Address: Orbittal House, Sr. no. 83, Mauje Shivane, Tal. -Haveli, Near Warje Malwadi, Pune
411023
Attention:
Email id (Preferred communication route):

In case of __________________________________:
Address:

Attention:

Email ID:

14. GOVERNING LAW AND DISPUTE RESOLUTION

a. This Agreement shall be governed and construed in accordance with the laws of India.
b. In the event any dispute or difference arising out of or in connection with the
interpretation or implementation of this Agreement, or out of or in connection with the
breach, or alleged breach of the Agreement (hereinafter referred to as the “Dispute”)
between/among the Parties, all of them shall attempt in the first instance to resolve the
Dispute through friendly consultations. If the Dispute is not resolved through friendly
consultations within thirty (30) days after either of the Party informing the other Party(ies) in
writing of the existence of the Dispute, then either Party may refer the dispute for resolution
by arbitration to a sole arbitrator to be appointed mutually by the Parties. Such arbitration
shall be governed by the provisions of the Indian Arbitration and Conciliation Act of 1996
including its amendments from time to time. The seat and venue of the arbitration shall be
at Pun, India. The language of arbitration shall be English. Each Party shall bear their
respective costs of arbitration unless otherwise decided by arbitrator. The arbitration award
shall be final and binding on the Parties.
15. ASSIGNMENT
Neither Party shall have the right to assign or otherwise transfer (except to their Affiliates),
in whole or in part, any of its rights or obligations under this Agreement without obtaining
prior written consent from the other Party.
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16. SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall
(so far as it is invalid or unenforceable) be given no effect and shall be deemed to be excluded
from this Agreement, but without invalidating any of the remaining provisions.

17. WAIVER
Each Party agrees that a failure or delay by either Party in exercising any right, power or
privilege hereunder will not operate as a waiver thereof, nor will any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any right, power or
privilege hereunder.

18. COUNTERPARTS
This Agreement may be executed in one or more counterparts, which together shall constitute
one and the same agreement. A signed copy of this Agreement delivered by email in “portable
document format” (“.pdf”) shall be deemed to have the same legal effect as the delivery of an
original signed copy of this Agreement.

19. NO THIRD-PARTY RIGHTS

This Agreement shall inure to the benefit of the Parties herein and no third party shall have
any right to enforce any term of this Agreement.

THE PARTIES HAVE HEREOF signed this Agreement on the day and date herein above mentioned.

Orbittal Electromech Engineering _______________________________

Projects Pvt Ltd Projects Pvt. Ltd

_________________
________________

Name: Name:

Designation: Designation:

Date: Date: