Benekav210082015

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement) is made and executed on this the
__________.

BY AND BETWEEN

Benaka Biotechnologies Pvt. Ltd, a company incorporated under the Companies

Act, 1956, having its registered office at Suit J1-204, Greenwood regency,
(Next)Wipro corporate, Sarjapur road, Bangalore- 560034(hereinafter referred to as
Benaka, which term shall, unless repugnant to the meaning or context thereof, be
deemed to mean and include its representatives, successors and assigns) of the ONE
PART

AND

XXXXX a proprietorship firm a company incorporated under the Companies Act,

1956, having its registered office at XXXX (Here in after referred to as OTHER
PARTY, which term shall, unless repugnant to the meaning or context thereof, be
deemed to mean and include its representatives, successors and assigns) of the
OTHER PART

Beneka and OTHER PARTY are here in after individually referred to each as a
Party and collectively as the Parties, as the context may require.

WHEREAS

A. The Parties propose to enter into discussions concerning a possible co-

operation, relating to Design, Simulation, Fabrication, Installation,
Commissioning of systems, equipment, components (the "Authorized Use"),
and in the course of such discussions to exchange Confidential Information (as
defined below).

B. The Parties acknowledge that each of them shall be irremediably damaged in

the event of disclosure of its Confidential Information by the other and deem it
necessary to enter into this Agreement.

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NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 For the purposes of this Agreement the following terms shall have the
meanings attributed to them as follows:

"Agreement shall mean this Non Disclosure Agreement executed between

Parties, including such amendments and revisions as may be effected thereto
by mutual agreement of the Parties, in writing, from time to time.

Confidential Information shall mean and include all information which is

considered confidential and of commercial value by the Parties, whether such
information is specifically labeled as Confidential or Proprietary or not,
which information is made accessible to or provided to one Party by the other,
whether protected by law or not. The Confidential Information includes but is
not limited to financial, technical and commercial information of each Party
relating to its establishment, business, projects, operation, marketing and
promotion activities, products, programming techniques, designs, discoveries,
inventions, computer programs, software, source codes, prototypes, samples,
technology, methods, procedures, experimental work, customers, clients and
vendors, sales, costs, operating income, organization, price calculation models,
manuals, training materials, graphics, and general trade secrets. The
Confidential Information and obligations relating thereto shall apply
irrespective of the form in which or the media on which such information is
displayed or contained. Information communicated orally shall be considered
Confidential Information if such information is confirmed in writing as being
Confidential Information within a reasonable time after the initial disclosure.

Provided that Confidential Information shall not include any information

that:

(a) was in the public domain prior to the time of disclosure by one Party to
the other;

(b) Becomes publicly known through no action or inaction of either Party;

(c) is already in the possession of either Party at the time of disclosure to

it, as shown by that Party's files and records immediately prior to the
time of disclosure; or

(d) Is obtained by either Party from a third party without a breach of such
third partys obligations of confidentiality.

Intellectual Property shall include, without limitation, any inventions,

patents (including patent applications and patents arising from such
applications), trademarks, copyrights, designs, know-how, trade secrets or
technical or commercial information generally and any other such rights or

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interests in intellectual property owned by the Parties, whether or not protected

by any law in force.

1.2 In this Agreement, unless the context otherwise requires, the following rules
of interpretation shall apply:

1.2.1 The singular includes the plural and vice versa.

1.2.2 A reference to a person, corporation, trust, partnership, un-incorporated

body or other entity includes any of them.

1.2.3 If a word or phrase is defined its other grammatical forms shall have a
corresponding meaning.

1.2.4 A reference to legislation or to a provision of legislation includes a

modification or re-enactment of it, a legislative provision substituted
for it and a regulation or statutory instrument issued under it.

1.2.5 A reference to conduct includes, without limitation, an omission,

statement or undertaking, whether or not in writing.

1.2.6 A reference to writing includes a facsimile transmission and any means

of reproducing words in a tangible and permanently visible form.

1.2.7 The headings in this Agreement are for convenience only and shall not
affect its interpretation.

2. OBLIGATION OF CONFIDENTIALITY

2.1 The Parties agree that each of them will not, during the term of this Agreement
and for five (5) years after its termination or expiry, improperly use or disclose
any Confidential Information of the other.

2.2 In consideration of being granted access to the Confidential Information of the

other Party each Party acknowledges and agrees that:

2.2.1 The Confidential Information made accessible to or provided to it shall

remain confidential information of significant commercial value to
other Party;

2.2.2 it has been given access to the Confidential Information solely for the
purposes of the Authorized Use and it shall not use the Confidential
Information for any other purpose; and

2.2.3 Any dissemination by it of any part of the other Party's Confidential

Information outside of the purposes shown in the Authorized Use will
cause grave and irreparable harm and injury to the other Party.

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2.3 The Parties hereby under take that:

2.3.1 the Party receiving the Confidential Information (the "Receiving

Party) shall not, without the express written consent of the Party
disclosing the Confidential Information (the "Disclosing Party), for
any reason or at any time either during or subsequent to the term of this
Agreement, do anything whereby any Confidential Information or any
part thereof is disclosed to any person in any manner whatsoever
except:

(a) To those of its employees who have a need to know;

(b) To persons authorized by the Disclosing Party in writing; or

(c) where required, pursuant to a valid and subsisting order of a

court or other judicial, quasi-judicial or governmental body, to
disclose any Confidential Information. In such event the
Receiving Party shall, forthwith, upon receiving such order,
inform the Disclosing Party of the same so as to allow the
Disclosing Party reasonable opportunity to take appropriate
steps to limit such disclosure. In any event the Receiving Party,
in making such disclosure, shall only disclose such of the
Confidential Information as may be absolutely necessary and
only to the extent expressly required by the court or other
judicial, quasi-judicial or governmental body;

2.3.2 The Receiving Party shall use the Confidential Information only for the
purposes of the Authorized Use;

2.3.3 The Receiving Party shall take reasonable measures to protect the
secrecy and avoid the disclosure and unauthorized use of the
Confidential Information. Without limiting the foregoing, the
Receiving Party shall take at least those measures that it takes to
protect its own confidential information of a similar nature, but in no
case less than reasonable care;

2.3.4 The Receiving Party shall not duplicate or reproduce the Confidential
Information in any manner whatsoever, except as is required for the
Authorized Use;

2.3.5 the Receiving Party shall not at any time use the Disclosing Partys
name or any of the Disclosing Partys trademarks or trade names in any
advertising or publicity without the prior written consent of the
Disclosing Party; and

2.3.7 Upon learning of any wrongful use or treatment of Confidential

Information, the Receiving Party will promptly notify the Disclosing

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Party and will cooperate in full with the Disclosing Party to protect
such information.

2.4 The obligations of the Receiving Party in this Clause 2will survive for five
years after the termination or expiry of this Agreement.

3. PROPRIETARY PROTECTION

3.1 The Parties agree and acknowledge that they each have sole and exclusive
ownership of all rights, title, and interest in and to the Confidential
Information, including ownership of all Intellectual Property pertaining
thereto.

3.2 The Receiving Party hereby expressly agrees that the disclosure to it of
Confidential Information and Intellectual Property, and the possession and
utilization of such Confidential Information and Intellectual Property by it,
shall not in any manner be deemed to grant it any rights by way of ownership,
license or assignment in the Confidential Information and Intellectual
Property.

4. NON-COMPETE

The Receiving Party agrees that it shall not, during and for five years after the
term of this Agreement, utilize the Confidential Information in order to
compete with the Disclosing Party in its business, either directly or indirectly
or in any other manner whatsoever.

5. REMEDY FOR BREACH

5.1 In the event of breach of the obligations of this Agreement by the Receiving
Party, the Receiving Party shall promptly be liable to indemnify the Disclosing
Party for all the costs, damages and prejudice caused to the Disclosing Party
by the disclosure or loss of confidentiality of any part or whole of the
Confidential Information by the Receiving Party. This liability of the
Receiving Party shall not in any manner affect the rights of the Disclosing
Party in claiming damages from the Receiving Party and other available
remedies at law or in equity.

5.2 Further, the Receiving Party acknowledges that, in the event of any breach of
this Agreement, the Disclosing Party may not have an adequate remedy in
money damages. The Disclosing Party therefore shall be entitled in such event
to apply for and obtain an injunction against such breach from any court of
competent jurisdiction immediately upon request. The Disclosing Partys right
to obtain such relief shall not limit its right to obtain other remedies.

7. TERM AND TERMINATION

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7.1 This Agreement is entered into for a period of three (3) years from the date
shown at the head of this Agreement.

7.2 Upon the expiry of this Agreement the Receiving Party shall promptly return
all Confidential Information and Intellectual Property to the Disclosing Party
and discontinue all further use of the Confidential Information and Intellectual
Property, including but not limited to all copies, abstracts and compilations
thereof.

8 NOTICES

All notices or other communications required or permitted to be delivered or

given hereunder shall be in writing and shall be delivered by hand (including
by reputable courier service) or facsimile transmission or sent by registered,
certified or express mail, and shall be deemed delivered or given when so
delivered if by hand or facsimile transmission or, if mailed, 5 (five) business
days after mailing and 2 (two) business days in the case of express mail at the
following addresses:

If to Beneka:

Benaka Biotechnologies Pvt. Ltd.,

Suit J1-204, Greenwood regency,
(Next)Wipro corporate,
Sarjapur road, Bangalore- 560034

Kind attention: Harshad Dave

If to XXXX

Kind attention: XXX

9 GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the

laws of India. Any dispute arising in connection with this Agreement, if not
settled amicably, shall be settled under the Indian Conciliation and Arbitration
Act by three arbitrators unless the Parties agree on the name of one arbitrator.
The arbitration proceedings shall take place in Bengaluru, Karnataka. The
language of arbitration shall be the English language.

10 MODIFICATION

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No modification of this Agreement shall be valid unless made in writing and

signed by both Parties.

11 WAIVER

The failure of either Party, whether purposeful or otherwise, to exercise in any

instance any right, power or privilege under this Agreement or under law shall
not constitute a waiver of any other right, power or privilege, nor of the same
right, power or privilege in any other instance. Any waiver by either Party
must be in writing and signed by the Party seeking to waive any of its rights
under this Agreement.

12 SEVERABILITY

The various provisions and sub-provisions of this Agreement are severable. If

any provision or sub-provision or identifiable part hereof is held to be invalid,
illegal or unenforceable, the validity, legality or enforceability of the
remaining provisions or sub-provisions or identifiable parts hereof shall not in
any way be affected or impaired.

13 ENTIRE AGREEMENT

This Agreement supersedes any conflicting language in any letters of

engagement, agreements or arrangements, whether oral or in writing, relating
to the subject matter hereof between Parties, shall be considered as an entire
agreement between the Parties on the subject matter hereof.

IN WITNESS WHEREOF the Parties hereto have set their hands on the day, month
and year first hereinabove mentioned

For and on behalf of for and on behalf of

Benaka Biotechnologies Pvt. Ltd XXXX

Name: Harshad Dave Name:

Position: Co-Founder Position:

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