NON-DISCLOSURE / CONFIDENTIALITY AGREEMENT

This Non-Disclosure / ConfidentialityAgreement (“Agreement”) is made and executed at Mohali on this day
of DATE (hereinafter referred to as the "EffectiveDate")
BETWEEN
(Company Name), a company having its registered office at (Company Address) (hereinafter referred as the
“Company”, which expression shall include its affiliates, successors and permitted assigns).

AND

Mr. NAME, S/o _________ (having Adhaar / PAN No. _____________________) permanent resident
_________________________________________________________and presently residing at
_______________________________________ hereinafter referred as the “Employee”).

Each of Company and Employee shall be individually referred to as the Party and collectively as the Parties.

WHEREAS the Company has employed Mr. NAME since/from Date of Joining and this agreement is intended
to protect the confidential information disclosed by the Company in the course of employment to Mr. NAME.

In consideration of the remuneration paid by the Company to the Employee, the receipt and adequacy of which
is hereby acknowledged, the Employee hereto agrees as follows:

1. Confidential Information: The Parties agree that information disclosed orally or in writing or made
available by the Company to the Employee, including, but not limited to, information acquired from other
employees, trade secrets, strategic plans, invention plans and disclosures, customer information, computer
programs, software codes, databases, suppliers, software, distribution channels, marketing studies,
intellectual property, information relating to process and products, designs, business plans, business
opportunities, marketing plans, finances, research, development, know-how, confidential information
originally received from third parties, information relating to any type of technology, and all other material
whether written or oral, tangible or intangible, shall be deemed “Confidential Information”. In addition, the
existence and terms of this Agreement shall also be treated as Confidential Information. The parties agree
that any Confidential Information disclosed prior to the execution of this Agreement during the course of
employment was intended to be and shall be subject to the terms and conditions of this Agreement.

2. Restrictions and Exceptions: The Employee agrees to maintain the confidentiality of the Confidential
Information and to prevent its unauthorized dissemination or use for a period of Two (2) years from the date
of relieving of the Employee from the company.

3. Non-Disclosure: The Employee expressly agrees that he/she shall not use Confidential Information
provided by the Company for any reason, whether for the development or delivery or for personal gain from
providing of any products or services for his/her own account or for the account of any third party, or
otherwise. The Employee shall protect the Confidential Information by using the same degree of care, but
no less than reasonable care, to prevent the unauthorized use, dissemination or publication of the
Confidential Information as the Employee uses to protect his/her own Confidential Information. The
Employee shall limit his/her internal disclosure of the Confidential Information to only those employees and
agents of the Company who have a need to know the information for the limited purpose of executing

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 his/her job responsibility. The Employee understands and agrees that this clause shall persist for a period of
Two (2) years after the date of relieving of the Employee from the company.

4. Ownership of Confidential Information: All Confidential Information, and all material items delivered by
the Company to the Employee remain the property of the Company and no license or other rights in the
Confidential Information are granted to the Employee by this Agreement or by the act of disclosure. The
Employee understands and agrees that this clause shall persist for a period of Two (2) years after the date of
relieving of employee from the company.

5. Return of materials and documents: Upon the written request of the Company, the Employee shall return
to it (or, at the request of the Company, erase or destroy) all materials that contain or embody any
Confidential Information of the Company, including but not limited to all computer programs, documents
including electronic records, financial statement, forms, notes, plans, drawings, customer information and
copies thereof. Return or destruction of such material shall not relieve the Employee of his/her obligations
of confidentiality. Upon the request of the Company, the Employee will certify that it has complied with the
provisions of this paragraph.

6. Non-Circumvention: The Employee agrees to not circumvent his/her obligations to the Company and work
with business associates, clients, and other third party vendors introduced by the Company. This non-
circumvention provision shall expire at the end of Two (2) years from the date of relieving of the Employee
from the company.

7. Non-Solicitation: The Employee understand and agrees that for a period of Three (3) years after date of
termination of employment, he/she will not solicit fellow colleague / co-worker / associate / teammate for
work, or provide service or advice or assist others with the opportunity to do the same. It is expressly
understood and agreed by the Employee that he/she shall not solicit / approach / contact any Client /
Customer of the Company upon relieving of the employment for a period of Three (3) years.

8. No Tampering: While Employee is employed by the Company and for Two (2) years following the
termination of his/her employment with the Company, the Employee shall not (a) request, induce or attempt
to influence any supplier of goods or services to the Company to curtail or cancel any business they may
transact with the Company; (b) request, induce or attempt to influence any customers of the Company that
have done business with or potential customers which have been in contact with the Company to curtail or
cancel any business they may transact with the Company; or (c) request, induce or attempt to influence any
fellow colleague / co-worker / associate / teammate / employee of the Company to terminate his or her
employment with the Company.

9. Remedy: The Employee hereby acknowledges that unauthorized disclosure or use of Confidential
Information or a breach of this Agreement is a fraud perpetrated on the Company, which could cause
significant and irreparable financial harm. Accordingly, the Employee agree that the Company shall have
the right to seek and obtain injunctive relief from breaches of this Agreement in addition to any money
damages for each instance of breach of agreement, other rights and remedies it may have before a court of
competent jurisdiction.

10. Termination: This Agreement shall survive and remain in effect and expressly terminated in writing and
signed by all the Parties, or until Two (2) years from the date of relieving of the Employee from the
company..

11. General: This Agreement contains the entire agreement between the parties, and supersedes any prior
written or oral agreements between them concerning the subject matter contained herein. The provisions of
this Agreement may be waived, altered, amended or repealed, in whole or in part, only upon the written

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 consent of all the parties. The waiver of any party of a breach or violation of any provision of this
Agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof. This
Agreement constitutes the product of negotiations of the parties hereto and any enforcement hereof will be
interpreted in a neutral manner and not more strongly against any party based upon the source of the
draftsmanship of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable
by a court of competent jurisdiction, the remaining provisions hereof shall continue to be fully effective.

The Employee acknowledges that the Company shall or may in reliance of this agreement provide Employee
access to trade secrets, customers and other confidential data and good will. Employee agrees to retain said
information as confidential and not to use said information on his or her own behalf or disclose the same to any
third party.

IN WITNESS WHEREOF, each Party hereto has executed this agreement through their duly authorized
representatives and in the presence of witnesses.

SIGNED for and on behalf of SIGNED for and on behalf of

…………………………………………….. ……………………………………………..
Signature Signature

Witness 1: Witness 2:

……………………………………………. …………………………………………….

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