CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is made on _______________ (“Effective Date”)

and entered into

BY AND BETWEEN

_______________________________________________________, a company incorporated under

the laws of India, having its registered office at ___________________________________________

(“Discloser");

AND

_______________________________________________________, a company incorporated under

the laws of India with its registered office at _____________________________________________

(“Recipient”) represented by, _________________________________________________________

Discloser and Recipient are also referred to herein individually as a “Party” and collectively as the
“Parties”.

PREAMBLE:

Disclosure is engaged in the business of Real Estate Development and Recipient is also engaged in
the business of Real Estate Development and the Disclosure is discussing certain business proposal
regarding _______________________________________________________________________ with the Recipient
(“Business Purpose”). In pursuance of the Business Purpose, the Discloser is willing to disclose
certain Confidential Information (defined hereafter), subject to the terms and conditions set forth
herein.

NOW THEREFORE, it is agreed as follows:

1. “Confidential Information” means any and all information, that is disclosed by the Discloser
to the Recipient relating to and in connection with the Business Purpose, including but not limited to
(i) any scientific, or technical information, product sample, development or manufacturing
techniques, reports, studies, trade secrets and analysis, any intellectual property rights, proformas,
products, research and development plans and results, customers, sales and operating information,

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marketing plans and strategies, cost and pricing information, data, media, know-how, designs,
drawings, laminates, specifications, source codes, technical information, concepts, reports, methods,
processes, techniques, operations, devices and like, future projections, business plans, software,
listings, holdings, alliances, investments, financials, transactions and general business operations,
label claims, patents, copyrights, trade secrets, information relating to or underlying such intellectual
property rights and other proprietary information, sketches, models, inventions, apparatus,
equipment, algorithms, information technology systems and programs, software source documents,
formulae, research and development, clinical data, experimental work, design details and
specifications and other technical information, engineering data, financial information, procurement
requirements, purchasing and manufacturing information, customers and customer lists and
profiles, business forecasts and sales, marketing and merchandising plans and data, future
projections, fee schedules, stock ownership and all materials prepared on the basis of any of the
foregoing, whether or not the foregoing information is patented, tested, reduced to practice, or
subject to copyright whether furnished before or after the date hereof, which shall be disclosed or
communicated to the Recipient by or on behalf of the Discloser either directly or indirectly and
whether orally or in writing or learned by the Recipient through observation or examination of any
documents, books, records, products, drawings, samples and graphic, software or visual data or by
any other means and to the existence or terms of this Agreement, and regardless of the manner in
which it is furnished, together with any notes, reports, summaries, analyses, compilations, forecasts,
studies, interpretations, memoranda or other materials prepared by the Recipient or any of its
Representatives that contain, reference, reflect or are based upon, in whole or in part, any
information so furnished to the Recipient or any of its Representatives pursuant hereto (such notes,
reports, summaries, analyses, compilations, forecasts, studies, interpretations, memoranda or other
materials are referred to herein as “derivatives”) and (ii) if the Recipient or its Representatives
visits / inspects any of the establishments / plants / factories of the Discloser, all and any information
which may come to its knowledge as a result of any such visit / inspection (including the form,
materials and design of any relevant plant and equipment at such establishments / plants / factories
as well as the establishment / plant / factory as a whole, its methods of operation and its various
applications).

2. Confidential Information does not include any portion of the Confidential Information which the
Recipient can prove by competent evidence: (i) was at the time of disclosure by the Discloser, or
subsequently becomes, published, accessible to the public or otherwise in the public domain
other than through any breach of this Agreement by the Recipient; (ii) was known by the

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Recipient prior to the date of this Agreement without any confidentiality obligations or any such
disclosure was not received directly or indirectly from the Discloser; (iii) is or was disclosed to
the Recipient by a third party not bound by any confidentiality obligation to the Discloser. If the
Recipient claims any of the above exceptions, it shall have the burden of proving its applicability.
Any combination of features or disclosures shall not be deemed to fall within the foregoing
exclusions merely because individual features are published or available to the general public or
in the rightful possession of the Recipient unless the combination itself and principle of
operation are published or available to the general public or in the rightful possession of the
Recipient.

3. The Recipient agrees to use and deal with all Confidential Information only as authorized in this
Agreement and to keep the Confidential Information in strict and complete confidence. The
Recipient shall not (i) distribute or disclose directly or indirectly, or permit to have access to or
disclosed to any third party, firm, or corporation, any of the Confidential Information in any way;
(ii) use, copy, in whole or in part or modify or adapt the Confidential Information for any purpose
other than the Business Purpose; or (iii) make any public announcement, advertisement, news
releases, publications etc. in relation to the Confidential Information or of the fact; (a) that
discussions or negotiations are taking place concerning a possible transaction between the
Parties, or (b) the terms, conditions, status or other facts regarding a possible transaction
between the Parties or (c) that the Recipient has received the Confidential Information from the
Discloser. The Recipient shall use the same standard of care in protecting the confidentiality of
the Confidential Information that the Recipient uses in protecting its own Confidential
Information of a similar nature, which shall be at least a reasonable standard of care. The extent
of the disclosure of the Confidential Information pursuant to this Agreement shall be at the sole
and absolute discretion and control of the Discloser. Except for the limited right to use the
Confidential Information within the limited scope of use specified herein, the Recipient shall not
use the Confidential Information for its own benefit or for the benefit of any person other than
the Discloser.

4. To the extent that any Confidential Information may include materials subject to the attorney
client privilege, work product doctrine or any other applicable privilege concerning pending or
threatened legal proceedings or governmental investigations, the Recipient and the Discloser
understand and agree that the Recipient and the Discloser have a commonality of interest with
respect to such matters, and it is the mutual desire, intention and understanding of the

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Recipient and the Discloser that the sharing of such materials is not intended to, and shall not,
waive or diminish in any way the confidentiality of such materials or their continued protection
under the attorney client privilege, work product doctrine or other applicable privilege.
Accordingly, and in furtherance of the foregoing, the Recipient agree not to claim or contend
that Discloser has waived any attorney client privilege, work product doctrine or any other
applicable privilege by providing information pursuant to this Agreement or any subsequent
definitive written agreement regarding the Recipient engagement.

5. The Recipient may disclose the Confidential Information and/or portions thereof to its directors,
officers and employees who are legally bound to keep confidential any of the Confidential
Information disclosed by the Discloser on terms no less onerous than those set out herein
(“Representatives”) provided that; (i) the Recipient agrees to exercise reasonable care in the
selection of the Representatives; and (ii) such Representatives have a reasonable need to know
such Confidential Information for the Business Purpose. It is understood and agreed by the
Recipient that it will inform its Representatives of the confidential nature of the Confidential
Information. The Recipient agrees and undertakes to be responsible for any breach of this
Agreement by its Representatives.

6. For any breach by Recipient or by its Representative of these terms, in addition to

indemnification by the Recipient in respect of all claims, demands, actions, causes of action,
losses and damages which the Discloser may suffer or incur, the Discloser shall be entitled to
apply for and obtain (but without prejudice to any such rights as the Discloser may have to
obtain damages in any such respect) interlocutory and/or final injunctive or other equitable
relief against or in respect of any actual or threatened breach hereof by the Recipient and/or any
of its Representatives.

7. The Discloser makes no representation or warranty, express or implied, as to the accuracy or

completeness of the Confidential Information, including no implied warranty of merchantability
or fitness for a particular purpose, nor any warranty that the use of the Confidential Information
will not infringe or violate any patent or other proprietary rights of any third party. Confidential
Information and any and all intellectual property rights relating to Confidential Information is the
sole and exclusive property of the Discloser.

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8. Neither this Agreement, nor either Party’s performance under it, will (a) obligate either Party to
enter into any other agreement or undertaking of any nature whatsoever with the other Party;
(b) prohibit either Party from entering into any other agreement with any other party. All the
terms and conditions set out in this Agreement shall extend to any further negotiations or
discussions of any kind between the Parties in respect of the Confidential Information.

9. Either Party may at any time give written notice to the other that it wishes to cease the supply
and receipt of Confidential Information under this Agreement and the Recipient agrees that all
Confidential Information of the Discloser including the Confidential Information that has been
reduced to, or is in the form of, a writing, drawing, chart, graph, manual, notebook, report,
model, prototype, sample, formula, process, machine, composition, computer program, plan, or
other document or material shall be promptly returned to the Discloser or destroyed or deleted
from all retrieval systems and databases which it or its Representatives maintain and if
requested by the Discloser, provide a certificate signed by an authorized signatory of the
Recipient confirming compliance with the obligations contained in this clause.

10. If the Recipient is requested or required by law, regulation or order of a court of competent
jurisdiction to disclose any Confidential Information supplied to it in the course of its dealings
with the Discloser, the Recipient undertakes to promptly notify the Discloser in writing of the
requirement for disclosure and of all relevant surrounding circumstances so as to allow the
Discloser to seek an appropriate protective order or waive compliance with the provisions of this
Agreement. Such disclosure shall, however, not relieve the Recipient of its other obligations
contained herein. If the Recipient is unable so to so notify the Discloser before such disclosure is
required it will notify the Discloser immediately after the disclosure has been made. The
Recipient will use its best endeavours to maintain the confidentiality of any Confidential
Information.

11. Confidential Information and any and all intellectual property rights relating to Confidential
Information is the sole and exclusive property of the Discloser. Nothing in this Agreement shall
be construed as to vest in the Recipient or granting to the Recipient, by implication, estoppel or
otherwise, any right or license other ownership rights with respect to Confidential Information,
or under any Confidential Information or inventions, patents, know-how, trademarks or
copyrights owned or controlled by the Discloser or any patent applications, patents or any claims
of patent applications now or hereafter filed or issued with respect to Confidential Information.

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The Recipient shall maintain and furnish to the Discloser complete records of all derivatives and
shall at all times cooperate in obtaining such protection or registration and confirming such full
ownership by the Discloser. The Discloser may use or pursue them without restriction and the
Discloser shall have full power and authority to file and prosecute any intellectual property rights
including patent applications and copyright registrations throughout the world thereon and to
procure and maintain any intellectual property rights. Further, disclosure of Confidential
Information hereunder shall not result in any obligation by the Discloser to grant the Recipient
further right in and to such Confidential Information. All use of Confidential Information by the
Recipient shall be for the benefit of the Discloser and if any modifications and improvements
thereof by the Recipient shall be the sole intellectual property of the Discloser. In any event, it is
understood that the Discloser does not release Recipient from any liabilities based upon
copyright or patents or other rights it now possesses or may acquire concerning such
Confidential Information. No license or other right under any patent, copyright, or know-how is
granted or implied by this Agreement.

12. This Agreement shall come into force as on the Effective Date and remain in force for a period of
three (3) years from the Effective Date. The obligation of confidentiality and non-use shall
survive any early termination or expiry of this Agreement.

13. Appointment and service fee of the agent

Both parties to this agreement hereby appoint Mr. Jeetinder Hallan from Fortune Developers
with its office at A-30, Sector-8, Dwarka as their Real Estate Agent for the works specified in this
agreement. The specific duties of the agent shall be to:

a) obtain and provide relevant information for decision making to both parties
b) ensure/organize face to face meeting and fair transaction between both parties
c) ensure any/all payments to mediators/other facilitators if any, for the completion of above
transaction out of its service fee receipt/s.
d) be party to the negotiation/s and assist in the sign up of the binding agreement between
both parties

Upon sign up of the binding agreement, both parties are liable to pay a service fee of 1% (One
percent) of the transaction price, each as “Service fee” (taxes excluded) to the agent. The service fee

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becomes payable upon completion of the transaction as specified in the contract for Sale and
Purchase executed between both parties.
14. General

a) From and after the Effective Date hereof and until the expiration of two (2) years from the
Effective Date hereof, Recipient will not, and will cause its Representatives not to, directly or
indirectly, hire, retain, solicit or cause to be solicited for employment or engagement in any
other capacity any employee of the Discloser or its affiliates the Recipient or its Representatives
have had contact in connection with the Business Purpose. Notwithstanding the foregoing,
nothing herein will restrict or preclude the Recipient right to make generalized searches for
employees by use of advertisements in any medium for such purposes, so long as such
advertisements are not targeted or focused upon the employees who provide services in regard
to the Business Purpose or any other employees of the Discloser or its affiliates.

b) The Recipient acknowledge that irreparable damage to the Discloser would occur if any of the
provisions of this Agreement were not performed in accordance with their specific terms or
were otherwise breached. Accordingly, the Recipient agree that the Discloser, without prejudice
to any rights and remedies otherwise available, shall be entitled to equitable relief, including,
without limitation, specific performance and injunction, in the event of any breach or
threatened breach by the Recipient or any of its Representatives of the provisions of this
Agreement without proof of actual damages. The Recipient will not oppose the granting of such
relief on the basis that the Discloser has an adequate remedy at law. The Recipient also will not
seek, and will waive any requirement for, the securing or posting of a bond in connection with
the Discloser seeking or obtaining such relief.

c) The Recipient agree that no failure or delay by the Discloser in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any other right, power
or privilege hereunder. Discloser’s waiver of any right, power or privilege hereunder, and
Discloser’s consent to any action that requires its consent hereunder, shall be effective only if
given in writing by the Discloser.

d) If any provision of this Agreement or the application thereof in any particular circumstance is
held illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect

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any other provision hereof. This Agreement shall, in such circumstances, be deemed modified to
the extent necessary to render enforceable the provisions hereof to the fullest extent permitted
by law. A failure or delay in enforcing compliance with any term of this Agreement shall not be a
waiver of that or any other term of this Agreement.

e) All notices which are given in connection with this Agreement shall be in writing and shall be
sent to the address as below or to such other address as the Party to whom notice is to be given
may have furnished to the other Party in writing in accordance herewith. Any such notice may
be delivered personally or by first class posted letter or electronic-mail transmission and shall be
deemed to have been served if by personal delivery when delivered, if by post, [5] days after
posting and if by electronic mail transmission, when sent, subject to the production by the
sender’s successful transmission e-mail sent report.

If to Disclosure: If to Recipient:
f) T ADD: h i s A ADD:
g r e e m e n
______________________________________________ ______________________________________________
______________________________________________ ______________________________________________
______________________________________________ ______________________________________________

Attention: Attention:
Email: Email:
matter, and supersedes all previous agreements between the Parties relating to that subject
matter. Any variation or waiver of any of the terms of this Agreement shall not be binding unless
set out in writing, expressed to amend this Agreement and signed by or on behalf of each of the
Parties. This Agreement shall not be amended except by a written instrument duly executed by
each of the Parties hereto.

g) This Agreement will be binding upon and inure to the benefit of the Parties hereto and their
respective successors and assigns. Any assignment of this Agreement by the Recipient (including
by operation of law) without the prior written consent of the Discloser shall be void.

h) Each Party will be responsible for all costs incurred by it or on its behalf in connection with this
Agreement and the Business Purpose.

i) This Agreement its construction and the determination of any rights, duties or remedies of the
Parties arising out of or relating to this Agreement, shall be governed by the laws of India, without

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reference to its conflict of law principles. All the disputes arising between the Parties hereto
shall be settled by exclusive jurisdiction of courts at Delhi.

j) This Agreement may be executed in one or more counterparts. All counterparts will constitute
one (1) instrument. This Agreement may be executed and delivered electronically or by facsimile or
pdf and upon such delivery such electronic, facsimile or .pdf signature will be deemed to have the
same effect as if the original signature had been delivered to the other Party.

WHEREOF, this Agreement has been duly executed by the authorized signatories of the Parties
hereto.

For: For:

________________________________ ________________________________
Name: Name:
Title: Title:
Date: Date:

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