CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality and Non-Disclosure Agreement (“Confidentiality Agreement”) is made at Mumbai on this __th day of _____ 2014 by and between ‘Smaarftech Technologies Private Limited’, hereinafter referred to as (“Disclosing Party/ Smaarftech”), a Private Limited Company incorporated under the Laws of India, having Corporate office at C/03, Fortune 2000, Bandra - Kurla Complex, Bandra (East), Mumbai 400 051 and ______________________ (“Recipient”) incorporated under the Laws of India, having its principal place of business at WHEREAS Smaarftech is the business of inter alia, providing technology infrastructure management services and application software services; collectively, "Smaarftech’s Business"); and WHEREAS Smaarftech has hired ________________________ ( vendor name) for ______________________________________ ( nature of work) and other deliverables/services as specified in the Service Contract entered/ to be entered (purpose) for Bihar-NREGS project (the said “Project”) for the awarded to the Company by the Government of Bihar (GOB) , and _____________ will need to examine and make himself/herself aware of Smaarftech business as well as carry out operations as may be outsourced by Smaarftech, which involves the use of Confidential Information to carry out its assigned Project; and WHEREAS Smaarftech possesses certain Confidential Information that it will / may disclose to the recipient solely for the purpose of enabling the Recipient to work on the given Project; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and In consideration of SMAARFTECH ’s present, and/or future provision of access to certain confidential information to the Recipient in order to permit the Recipient to evaluate and utilize certain system or technical specifications, data/ information and operational details of SMAARFTECH / SMAARFTECH’s Clients (collectively, the “Specifications”) solely in carrying out the Project and other things incidental and ancillary to such requirement (a “Permitted Use”), and other good and valuable consideration, the sufficiency of which is acknowledged, it is agreed as follows: 1. Recipient may be granted access to: (a) Specifications, whether specifically marked or identified as CONFIDENTIAL OR PROPRIETARY, and / or (b) Any source code or system information owned by SMAARFTECH and/or (b) any other data, information or documents of SMAARFTECH that were identified, in writing, as CONFIDENTIAL OR PROPRIETARY or which Recipient knows or has reason to know are CONFIDENTIAL OR PROPRIETARY given the nature of the code, data, information or documents and /or (c) any information / data, whether in physical, electronic, digital or any other form and whether marked Confidential or not, which may be received by the Recipient for carrying out the Project (collectively, “Information”). The Information, any related attachments or supplements, and any additional Information received from SMAARFTECH, or in writing, during the course of this Agreement shall be deemed to be “Confidential Information” for purposes of this Confidentiality Agreement. 2. Recipient acknowledges the secret nature of the Confidential Information it will have access to during the term of this Agreement and agrees that it will treat such Confidential Information as strictly confidential and shall exercise the same degree of care in the protection of the Confidential Information as the Recipient exercises with respect to its own proprietary property and trade secrets, but in no event shall it be less than a reasonable degree of care given the nature of the Confidential Information. 3. Recipient agrees to make only Permitted Use of the Confidential Information. The Recipient agrees not to disclose Confidential Information to any person or entity, except its employees involved in the Permitted Use of the Specifications, or with a need-to-know with respect to the Confidential Information (collectively, “Employees”). For purposes of this Agreement, a “need-to-know” shall mean that the Confidential Information is necessary in order for an Employee to perform his/her assigned job responsibilities for Recipient solely in connection with a Permitted Use. Notwithstanding the foregoing, access to or disclosure of Confidential Information by Recipient shall be limited to those Employees subject to a then effective legal obligation or agreement with Recipient that prohibits the disclosure or unauthorised use of information deemed confidentiality by Recipient. 4. Recipient may also disclose Confidential Information to its agents(s) or consultant(s) to the extent such agent(s) or consultant(s) have a need-to-know (“Authorised Agent”). In making a disclosure to an Authorised Agent, Recipient agrees: (a) to give prior written notice to SMAARFTECH of the identity of the agent(s) or consultant(s); (b) Obtain SMAARFTECH written permission. 5. The Recipient shall not make copies of the Confidential Information except for those copies required for use by the Employees or Authorised Agents in the performance of the Permitted Uses. Each copy, including its storage media, shall be marked CONFIDENTIAL. The Recipient shall not disclose or share all or any details of the Textual Forms given to it by SMAARFTECH for data entry / data digitization, in any format; i.e photocopy, electronic copy or in any form, copying into another media including but not limited to hard disk, server, pen drive, CD etc. without prior written consent of SMAARFTECH’s Authorized Signatory. The Recipient shall not copy, move, compile data, decompile data, make copies of, prepare analysis, reports, extracts from the data / information / forms shared with the Recipient for the purpose of the Project, by SMAARFTECH. 6. The Recipient agrees not to publishise their working association with SMARRFTECH for NREGS project of SMAARFTECH, in any form. 7. Notes, documents, summaries, reports and other documents prepared from, referencing, or relating to Confidential Information may be made and kept by Recipient but, to the extent such specifically refer or relate to Confidential Information, shall themselves be considered Confidential Information under this Agreement. 8. All intellectual property rights associated with the Confidential Information, including without limitation, patent, trademark, copyright, trade secret rights, and moral rights shall remain with SMAARFTECH. 9. The Recipient’s obligation of non-disclosure shall not extend to information: (a) already in the possession of Recipient and not under a duty of non-disclosure; (b) already in the Public Domain or generally known or revealed to the public, other than by breach of this Agreement; (c) revealed to Recipient by a third party, unless such party is under a duty of non-disclosure under this contract; (d) that Recipient develops independently of the disclosure, as indicated by Recipient’s files existing at the time of initial disclosure or (e) which the Recipient is compelled or required to disclose under any judicial process in India or otherwise. 10. The representations and obligations of Recipient relative to the Confidential Information shall survive the termination of this Confidentiality Agreement for a period of Five (5) years from the date of disclosure. 11. The Recipient acknowledges that SMAARFTECH, because of the nature of the Confidential Information, would suffer irreparable harm in the event of a breach of the provisions of this Confidentiality Agreement and shall take all reasonable care for preventing the same. Therefore, SMAARFTECH shall have right to take appropriate legal action for restraining / preventing the recipient for any such breach. For any such breach, in addition to any other legal remedy available to SMAARFTECH, Recipient shall be liable to pay and SMAARFTECH shall be entitled to recover liquidated damages, which shall be equal to any penalty / damages imposed on SMAARFTECH plus an amount equal to the value of the Contract as may be awarded to the Recipient by SMAARFTECH. 12. In the event Recipient is required to disclose the Confidential Information under any administrative or judicial process in force in India or otherwise, Recipient shall provide notice to SMAARFTECH of such requirement, providing SMAARFTECH with a reasonable opportunity to protect its interest. 13. This Confidentiality Agreement contains the full and complete understanding of Recipient and SMAARFTECH with respect to the subject matter and supersedes all prior representations and understandings, whether oral or written. 14. Recipient and SMAARFTECH understand and agree that in the event any part, term or provision of this Confidentiality Agreement is held to be invalid or legally unenforceable, the validity of the remaining parts, terms or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Confidentiality Agreement did not contain the particular part, term, or provision held to be invalid. 15. The persons executing this Confidentiality Agreement warrant that they have the authority to bind SMAARFTECH and Recipient to the terms and conditions embodied in this Confidentiality Agreement. IN WITNESS WHEREOF the parties hereto have executed this agreement on the date first above written. Agreed and Accepted: Smaarftech Technologies Private Limited __________________Private Limited By By _______________________________ __________________________________ Authorised Signature Authorised Signature Amit Jaste______________________ ___________________________________ Name Of Authorised Signatory Name Of Authorised Signatory Director_______________________ __________________________________ Title Title _______________________________ __________________________________ Witness Witness