MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of the date of later of the signature below (the “Effective Date”) between Nippon Data Systems Ltd. including its successors and assigns (“NDS”) and [CLIENT COMPANY] (“Company”). In order to protect certain confidential information which may be disclosed by and between NDS and the Company, the Parties agree to the following:

1. Definition

“Confidential Information” means information (whether electronic or otherwise) disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), including but not limited to, business information, specifications, ideas, know-how, designs, drawings, data, computer programs, marketing, technical, financial and any other information relating to its personnel, customers, affiliates or agents, provided that such information is identified and marked as “Confidential” at the time of disclosure.

If such information is disclosed orally or visually, it shall be identified by the Disclosing Party as Confidential Information at the time of disclosure and shall be confirmed as such by written summary mailed to the Receiving Party within thirty (30) days after the original disclosure.

2. Purpose

The Receiving Party shall use the Confidential Information for the purpose of (Reseller Partner Agreement) only.

3. Protection of Confidential Information

The Receiving Party shall not disclose the Confidential Information to any person other than the Receiving Party’s (and/or its affiliates) personnel, directors, consultants and independent contractors as is necessary to fulfill the Purpose.

Receiving Party shall ensure that each such employee, affiliates, personnel, directors, consultants and independent contractors is bound by a back-to-back written agreement not to divulge such Confidential Information with terms that protect the Disclosing Party’s Confidential Information in the same manner as the Receiving Party is bound herein.

The Receiving Party shall protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care as the Receiving Party uses to protect its own confidential information.

4. Exclusions

This Agreement imposes no obligation upon the Receiving Party with respect to Confidential Information which:

(i) is a part of or enters into the public domain;
(ii) was already in the Receiving Party’s possession prior to the date of disclosure;
(iii) is rightfully received by the Receiving Party from a third party without any duty of confidentiality;
(iv) is independently developed by the Receiving Party without use of the Confidential Information;
(v) is approved for release (and only to the extent so approved) by the Disclosing Party; or
(vi) is required to be disclosed by operation of law or governmental authority.

5. Term and Termination

This Agreement shall be valid for one (1) year from Effective Date unless terminated by either party upon thirty (30) days’ written notice to the other party.

Each Party’s obligations with respect to the Confidential Information hereunder shall survive termination for a period of two (2) years from the date of termination.

Upon request from the Disclosing Party, Receiving Party shall, at the option of the Disclosing Party, return or destroy all Confidential Information and all copies, notes, summaries or extracts thereof and certify the same.

6. Proprietary Rights

Each party shall retain all right, title and interest to such party’s Confidential Information.

Neither Party acquires any intellectual property rights or any other rights or licenses under this Agreement, impliedly or otherwise, except for the limited right to use as set out in Section 2 (“Purpose”) above.

7. Injunctive Relief

The Receiving Party agrees and acknowledges that any breach of this Agreement would cause the Disclosing Party irreparable harm for which monetary damages would be inadequate.

Accordingly, the Disclosing Party will be entitled to seek injunctive or other equitable relief to remedy any threatened or actual breach of this Agreement.

8. Independent Development

Nothing in this Agreement shall be construed to preclude either party from developing, using, licensing, and/or selling any product or service that is developed without use of the Confidential Information.

9. No Warranty

All Confidential Information is provided “AS IS”.

Neither Party makes any warranties, express, implied or otherwise, regarding the Confidential Information, including without limitation warranties of merchantability, fitness for purpose, non-infringement, completeness or accuracy.

10. Notice

Except as expressly stated herein to the contrary, all notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been properly given if delivered by hand or by courier, or sent by prepaid registered mail or by facsimile, addressed to intended recipient’s address as specified below or such other address as either Party may notify to the other for this purpose from time to time.

Any notice shall be treated as having been served on delivery if delivered by hand, two (2) working days after dispatch if sent by courier, on confirmation of transmission if sent by facsimile and four (4) working days after posting if sent by pre-paid registered mail.

11. General

a) This Agreement shall not be construed to create a partnership, agency or other relationship between Parties.

b) This Agreement sets forth the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous agreements concerning such Confidential Information relating to the Purpose, whether written or oral.

c) This Agreement may be executed in several counterparts (physical or electronic form), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

d) Except to its affiliates, neither party shall assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise) or any rights or obligations hereunder without the other party’s prior written consent.

e) Any additions or modifications to this Agreement must be made in writing by mutual consent of both parties and must be signed by an authorized officer of both Parties.

f) Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. Any waiver to be effective must be in writing signed by an authorized officer of the waiving party.

g) If any provision of this Agreement shall be held, for any reason, to be illegal, invalid or non-enforceable, the remaining provisions shall nonetheless be legal, valid and enforceable.

h) For the avoidance of doubt, it is clarified that:

i. The terms of this Agreement are confidential; and

ii. The recitals given hereinabove form an integral part of this Agreement.

i) This Agreement shall be governed by the laws of India. Any disputes or differences arising out of or in relation to this Agreement shall be submitted to the exclusive jurisdiction of the courts of Delhi, India.

NIPPON DATA SYSTEMS LTD.                                            COMPANY: [CLIENT COMPANY]

By: _________________________                                              By: _________________________

Date: _______________________                                              Date: _______________________

Name & Title:                                                                          Name & Title:
Mr. Harish Saraf, Director                                                     [Authorized Signatory]

Address:                                                                                  Address:
A-103/11, Wazirpur Industrial Area,                                    [Client Address]
Delhi – 110052