Confidentiality & Non Disclosure Agreement

This Confidentiality & Non Disclosure Agreement is made on the 30th day of September 2021 at Noida (U.P.), India between:

AIF Engineering Private Limited, a Company incorporated under the Companies Act 1956, having its Registered Office at I – 1800, Ground Floor, C.R. Park, New Delhi – 110 019 and having its Plants at Plot No.36-37, Siltara Industrial Area, Phase-1, Raipur – 493111 (Chattisgarh), India (hereinafter referred to as “AIF”).

AND

ISGEC Heavy Engineering Limited, a Company incorporated in India having its Office at Grace Building, No.25, Mc Nichols Road, Chetpet, Chennai – 600031 (Tamil Nadu), India (hereinafter referred to as the “Vendor”).

Both companies are individually referred to as a “Party” and collectively as the “Parties”.

1. Definitions & Interpretation

Confidential Information includes:

• Technical, financial and commercial information
• Trade secrets, business plans, and scientific data
• Technical specifications and pricing information
• Any proprietary information disclosed by either party

Confidential Information does not include information that:

• Is already publicly available
• Is obtained legally from another source
• Is independently developed without using disclosed information

2. Obligations of the Parties

• Confidential information shall be used only for evaluating a possible business agreement.
• Neither party shall disclose confidential information to third parties.
• Both parties must ensure their employees and contractors maintain confidentiality.
• Access to confidential information shall be restricted only to authorized personnel.
• Any unauthorized disclosure must be reported immediately.

3. Return or Destruction of Information

If discussions between the parties stop, all confidential information including copies shall be returned or destroyed. Any internal documents created based on the information shall remain confidential.

4. Tenure

This Agreement shall remain in force for a period of 10 years. Confidentiality obligations will continue even after expiration until the information becomes public.

5. Indemnity

The receiving party shall compensate the disclosing party for any losses or damages caused due to breach of this agreement.

6. No Commitment

This agreement does not create any obligation for the parties to enter into a definitive business agreement.

7. General Terms

• All confidential information remains the property of the disclosing party.
• Neither party shall solicit employees of the other during the term of this agreement.
• Any changes to this agreement must be made in writing.

8. Arbitration & Jurisdiction

This agreement shall be governed by the laws of India. Any disputes shall first be resolved through mediation and if unresolved, through arbitration under the Arbitration and Conciliation Act, 1996.

The seat of arbitration shall be Delhi, India and the language shall be English.