WEEKLY EXERCISE (03.06.22-10.06.

22)

Exercise 1:

1. Introductory Clauses: These clauses form the beginning of the agreement

and establish the particulars of the parties to the agreement. They introduce
the parties, the business conducted by the parties and objective of the
agreement the parties intend to enter into. They also include the recitals.

The following clauses form the Introductory clauses in a Non-Disclosure

Agreement:

This Agreement ("Agreement") is made on this [___] day of [___], [____] by and
between

1. [DELTA PRIVATE LIMITED],[___] established under the laws of [___] and having
its principal place of business at [___] (hereinafter referred to as the "Disclosing
Party" which expression shall, unless repugnant to the context or meaning thereof,
be deemed to mean and include its successors and permitted assigns) of the First
Part;

AND

2. [LOTUS PRIVATE LIMITED], a company incorporated under the laws of [___] and
having its principal place of business 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 permitted assigns) of the Second
Part;

WHEREAS

A. The Disclosing Party is engaged in the business of providing [___] ("Business").

B. The Disclosing Party and the Receiving Party are interested in discussing a possible
[___]. The Parties acknowledge that during the course of discussions between them,
the Receiving Party shall become privy to certain Confidential Information (defined
hereinafter) relating to the Disclosing Party and the Receiving Party has agreed to
 be bound by the non-disclosure provisions of this Agreement to govern the use and
disclosure of the Confidential Information.

C. In consideration of the mutual promises and agreements between the Parties hereto,
the Parties have agreed to enter into this Agreement to govern the terms and
conditions of their association.

2. Operative Clauses: These clauses form the main body of the agreement and
include the definition clauses for the purpose of the agreement and further
lay out the obligations and restrictions on the parties and the terms and
conditions of the obligations and restrictions each party is bound by.

The following clauses of an NDA are the operative clauses:

CONFIDENTIAL INFORMATION

1.1 For the purpose of this Agreement, the term "Confidential Information" shall
mean such information relating to the Disclosing Party as the Disclosing Party may
from time to time provide to the Receiving Party under or relating to this Agreement
including all information communicated in writing or orally relating to business
affairs, any technical data, or know-how, including but not limited to, that which is or
relates to:

(a) inventions, ideas, processes, research, formats, formulas, human-readable code

on any media, object code, data, programs, specifications, other works of authorship,
improvements, discoveries, developments, designs and techniques;

(b) product plans, products, services, customers, markets, software, developments,

inventions, processes, designs, drawings, engineering, hardware configuration
information;

(c) non-public market information, product plans;

(d) marketing or finances of the company in any form, customer information,

business plans and strategies, price lists and market studies;

(e) contracts and client database, computer models and programs, research
records, statistical methods of doing business, customers, finances, strategic and
marketing plans, employee details, and such other proprietary information relating to
the business of the Disclosing Party and is not in the public domain.

2. NON-DISCLOSURE AND CONFIDENTIALITY

 2.1 The Receiving Party recognizes that in the course of its discussions with the
Disclosing Party it shall be privy to Confidential Information relating to the
Disclosing Party. Accordingly, the Receiving Party agrees and undertakes:

(a) that the Receiving Party shall not, without the prior written permission of the
Disclosing Party, directly or indirectly disclose or cause to be disclosed any
Confidential Information to any third party;

(b) that the Receiving Party shall take all steps as may be reasonably necessary to
protect the integrity of the Confidential Information and to ensure against any
unauthorized disclosure thereof;

(c) that the Receiving Party shall promptly inform the Disclosing Party of any
accidental disclosure of Confidential Information and shall take all steps, together
with the Disclosing Party, to retrieve and protect the Confidential Information; and

(d) that the Receiving Party shall use the Confidential Information only for the
purpose for which it was provided and shall not profit from the same in any
unauthorized manner.

2.2 The Receiving Party shall strictly adhere to the provisions mentioned above
except:

(a) to the extent that such Confidential Information is already in the public domain,
other than by breach of this Agreement;

(b) to the extent that such Confidential Information is required to be disclosed by

any applicable law or any applicable regulatory requirements or by any regulatory
body to whose jurisdiction the Receiving Party is subject or with whose instructions it
is customary to comply under notice to the Disclosing Party;

(c) in so far as it is disclosed to the employees, directors, partner, financiers or

professional advisers of the Receiving Party, provided that the Receiving Party shall
procure that such persons treat such Confidential Information as confidential; and

(d) to the extent that any of such Confidential Information was previously known or
already in the lawful possession of the Receiving Party, prior to disclosure by the
Disclosing Party.

2.3 The Receiving Party shall not, except as and to the extent required, make any
copies or reproduce the Confidential Information. Such copies or reproductions shall
be subject to the terms and conditions of this Agreement and the Receiving Party shall
take such steps as are necessary to restrict access to and protect the confidentiality of
such copies or reproductions of the Confidential Information.

3. Boilerplate Clauses: These are the concluding clauses of the agreement and
include clauses which decide the law governing the agreement, the term of
the agreement, and determine the liabilities of the parties in the event of a
breach and damages owed in the event of said breach, whether accidental or
voluntary. They also include the mode of dispute resolution in the event of a
breach of agreement and indemnification of a party to the other.

The following clauses are the Boilerplate clauses in a NDA:

INJUNCTIVE RELIEF

3.1The Parties acknowledge that due to the extent of the disclosure of the Confidential
Information to the Receiving Party, the Receiving Party understands that the
Disclosing Party shall suffer irreparable damage if the Receiving Party breaches
any of its obligations under this Agreement and that monetary damages shall be
inadequate to compensate the Disclosing Party. Consequently, the Receiving Party
acknowledges that, in addition to any other remedies of rights, the Disclosing Party
shall have the right to obtain injunctive relief to enforce the terms of this Agreement.

4. DISPUTE RESOLUTION AND GOVERNING LAW

4.1Any disputes arising in connection with this Agreement shall be referred to the
arbitration of a sole arbitrator to be appointed by the Parties. The place of
arbitration shall be [___]. The arbitration proceeding shall be governed by the
Arbitration and Conciliation Act, 1996, and shall be in the English language. The
arbitrator/arbitral panel shall also decide on the costs of the arbitration
proceedings.

4.2This Agreement shall be governed in accordance with the laws of India and shall be
subject to the jurisdiction of the courts at Mumbai, India.

5. RESERVATION OF RIGHTS

No forbearance, indulgence, relaxation, or inaction by the Disclosing Party at any

time, to require performance of any of the provisions of this Agreement shall, in any
way, affect, diminish or prejudice its right to require performance of that provision
at a later point in time.

6. PARTIAL INVALIDITY

If any provision of this Agreement is held to be invalid or unenforceable to any

extent, the remainder of this Agreement shall not be affected and each provision of
this Agreement shall be valid and enforceable to the fullest extent permitted by law.
Any invalid or unenforceable provision of this Agreement shall be replaced with a
provision that is valid and enforceable and most nearly reflects the original intent of
the unenforceable provision.

7. INDEMNIFICATION
 The Receiving Party hereby provides complete indemnity to the Disclosing Party for
any loss or damage caused to the Disclosing Party or any of its affiliates and
assignees due to breach of obligations of the Receiving Party under this agreement.

Exercise 2:

1. CONFIDENTIALITY CLAUSE:

For the purpose of this Agreement, the term "Confidential Information"

shall mean such information relating to the Disclosing Party (Delta Private
Limited) as the Disclosing Party may from time to time provide to the
Receiving Party (Lotus Private Limited) under or relating to this
Agreement including all information communicated in writing or orally
relating to business affairs, any technical data, or know-how, including but
not limited to, that which is or relates to:

(a) inventions, ideas, processes, research, formats, formulas, human-

readable code on any media, object code, data, programs,
specifications, other works of authorship, improvements, discoveries,
developments, designs and techniques;

(b) product plans, products, services, customers, markets, software,

developments, inventions, processes, designs, drawings, engineering,
hardware configuration information;

(c) non-public market information, product plans;

(d) marketing or finances of the company in any form, customer

information, business plans and strategies, price lists and market
studies;

(e) contracts and client database, computer models and programs,

research records, statistical methods of doing business, customers,
finances, strategic and marketing plans, employee details, and such
other proprietary information relating to the business of the Disclosing
Party and is not in the public domain.
 2. NON-DISCLOSURE AND CONFIDENTIALITY

2.1 The Receiving Party shall take all steps as may be reasonably necessary
to protect the integrity of the Confidential Information and to ensure
against any unauthorized disclosure thereof.

2.2 The Receiving Party shall promptly inform the Disclosing Party of any
accidental disclosure of Confidential Information and shall take all steps,
together with the Disclosing Party, to retrieve and protect the
Confidential Information.

2.3 The Receiving Party shall not, without the prior written permission of
the Disclosing Party, directly or indirectly disclose or cause to be
disclosed any Confidential Information to any third party.

2.4 The Receiving Party shall use the Confidential Information only for the
purpose for which it was provided and shall not profit from the same in
any unauthorized manner.

3. EXEMPTION

The Receiving Party shall strictly adhere to the provisions mentioned above
except:

(a) to the extent that such Confidential Information is already in the public
domain, other than by breach of this Agreement;

(b) to the extent that such Confidential Information is required to be disclosed

by any applicable law or any applicable regulatory requirements or by any
 regulatory body to whose jurisdiction the Receiving Party is subject or with
whose instructions it is customary to comply under notice to the Disclosing
Party;

(c) in so far as it is disclosed to the employees, directors, partner, financiers or

professional advisers of the Receiving Party, provided that the Receiving
Party shall procure that such persons treat such Confidential Information as
confidential; and

(d) to the extent that any of such Confidential Information was previously
known or already in the lawful possession of the Receiving Party, prior to
disclosure by the Disclosing Party.

4. REMEDIES:

1.1 The Receiving Party hereby provides complete indemnity to the Disclosing
Party for any loss or damage caused to the Disclosing Party or any of its affiliates
and assignees due to breach of obligations of the Receiving Party under this
agreement.

1.2 The Parties acknowledge that due to the extent of the disclosure of the
Confidential Information to the Receiving Party, the Receiving Party understands
that the Disclosing Party shall suffer irreparable damage if the Receiving Party
breaches any of its obligations under this Agreement and that monetary damages
shall be inadequate to compensate the Disclosing Party. Consequently, the
Receiving Party acknowledges that, in addition to any other remedies of rights, the
Disclosing Party shall have the right to obtain injunctive relief to enforce the terms
of this Agreement.