CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (hereinafter referred to as “The Agreement”) is made and executed on this by and between:

Mahindra & Mahindra Financial Service Limited, a company duly incorporated in India, having its corporate office address at 2nd floor, Behind Mahindra Towers, 570, P B Marg, Worli, Mumbai 400018 (hereinafter the “MMFSL” also the "Disclosing Party")

And

", having office address at " (hereinafter the “” also the "Receiving Party"),individually referred to as the “Party” and collectively referred to as the “Parties”. The party disclosing confidential information shall be referred to as “Disclosing Party” and the party receiving the confidential information is referred to as “Receiving Party”.

Recitals

A.

The Parties hereto have expressed interest in discussions which might lead to a transaction between the Parties hereto and the Disclosing Party may disclose certain non-public and proprietary information ("Information") to the Receiving Party in connection therewith.

B.

The Parties wish to preserve the confidentiality of any Information disclosed to the Receiving Party in connection with any transaction or agreement into which the Parties may enter.

NOW THEREFORE,

in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. As a condition to receiving the Information which the Disclosing Party (including any of its employees, representatives or agents) may furnish to the Receiving Party or to which the Receiving Party is afforded access, directly or indirectly, the Receiving Party covenants to hold and treat the information in strictest confidence and shall not, without the prior written consent of the Disclosing Party, use or disclose the Information or any part thereof except as necessary for the purpose of evaluating a possible transaction between the Parties.

2. As used herein, the term “Information” shall mean and include all technical, proprietary, sales and financial data and information, whether written or oral or in electronic form, including but not limited to financial papers and statements, customer lists, research and development activities, vendors, computer hardware and software, products, drawings, trade secrets and information regarding operating procedures, pricing methods, marketing strategies, customer relations, future plans and other information deemed proprietary or confidential by the Disclosing Party, which has been verbally communicated or in writing or expressly and physically delivered to the Receiving Party by the Disclosing Party. All information, which are hereinabove mentioned, and are disclosed to the Receiving Party by the Disclosing Party hereunder shall be deemed to be “Confidential and Proprietary Information”.
3. The Receiving Party hereby covenants not to communicate or disclose any Information to any person, without the Disclosing party's prior written consent, except:
   1. Only to those employees of the recipient’s organization, on a reasonable need to know basis, who are concerned with the purpose for which the Information has been disclosed, provided that access to the Information shall be restricted to those personnel who have entered into a non-disclosure or other confidentiality agreement with the recipient containing terms substantially similar to the terms of this Agreement;
   2. Where the information is independently received by the Receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Information which can be verified by independent evidence;
   3. where the Receiving Party is ordered by a court of competent jurisdiction to do so, or by order of any competent authority appointed under a statute by any State/Central Government or under a valid administrative or congressional subpoena to do so, or under any statutory duty to disclose the Information, except that the Receiving Party shall promptly inform the Disclosing Party in writing before any disclosure and shall provide the Disclosing Party reasonable assistance (including tendering the defense of such an order or obligation to the Disclosing Party) so that Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement before any disclosure under such order or obligation is made; and
   4. to third parties engaged by the Receiving Party, on a reasonable need to know basis, who are concerned with the purpose for which the Information has been disclosed and who have been expressly authorised in writing by the Disclosing Party to receive the Confidential Information prior to disclosure; Under no circumstances will the Receiving Party disclose the Confidential Information to any unauthorised third party.
4. Information shall not, without the prior written consent of the Disclosing Party, be disclosed to any person or entity other than employees or agents of Receiving Party who need to know the Information and in those instances only to the extent justifiable by that need. Similarly any information which is in the control and knowledge of the disclosing party pertaining to Receiving Party and which is covered under the confidential clause shall not be disclosed partly or otherwise to any third party without the written consent of the receiving party excepting the information as defined in Para 3.
5. In further consideration of the disclosure to be made by the Disclosing Party, Receiving Party agrees to promptly redeliver to the Disclosing Party upon request and without relieving Receiving Party of any obligation of confidentiality all written material containing or reflecting any Information (including all copies, extracts or other reproductions) and further agrees that the Disclosing Party shall have no liability to Receiving Party resulting from use of the Information.
6. Nothing in this Agreement shall impose any obligation upon either Party to consummate a transaction, to enter into any discussion or negotiations with respect thereto, or to take any other action not expressly agreed to herein.
7. If Receiving Party is requested to disclose any Information, as provided under Para 3(iii) of this Agreement, it will promptly notify the Disclosing Party to enable the Disclosing Party to seek a protective order or take other appropriate action. The Receiving Party will also cooperate in Disclosing Party's efforts to obtain a protective order or other responsible assurance that confidential treatment will be afforded the Information. If, in the absence of a protective order, Receiving Party, in the written opinion of its counsel addressed to Disclosing Party, is compelled as a matter of law to disclose the Information, it may disclose to the Party compelling the disclosure, only that part of the Information as is required by law to be disclosed (in which case, prior to such disclosure, Receiving Party will advise and consult with Disclosing Party and its counsel as to such disclosure and the nature and wording of such disclosure) and Receiving Party will use its best efforts to obtain confidential treatment thereof.
8. Unless extended by mutual written consent of both Parties hereto this Agreement shall expire three (3) years from the date hereof.
9. Receiving Party shall not be liable to the Disclosing Party or to any other person or entity for any special, indirect, incidental or consequential damages resulting from any breach of this Agreement.
10. Because money damages would not be a sufficient remedy for any breach of the foregoing covenants and agreements, the Disclosing Party shall be entitled to specific performance and injunctive and other equitable relief as a remedy for any such breach in addition to all monetary remedies available at law or in equity.
11. Disclosing Party makes no representation or warranty as to the accuracy or completeness of the Information and Receiving Party agrees that Disclosing Party and its employees and agents shall have no liability to Receiving Party resulting from any use of the Information.
12. The Information disclosed shall be deemed to be the property of the Disclosing Party. Nothing contained in this Agreement or disclosing the Information shall be construed as granting to or conferring on the Receiving Party any rights granted to the Disclosing Party by a Licensor or which vest with the Disclosing Party, otherwise expressly or impliedly, to any patents, trade secrets, copyrights, trademarks or other rights in the Information being disclosed by the Disclosing Party. THE INFORMATION IS PROVIDED ON AN “AS IS” BASIS. NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES REGARDING NON INFRINGEMENT, TRADEMARK, COPYRIGHT, PATENT OR ANY OTHER INTELLECTUAL PROPERY RIGHTS OR ACCURACY, COMPLETENESS OR PERFORMANCE.
13. Neither Party hereto shall in any way or in any form disclose, publicize or advertise in any manner the discussions that give rise to this Confidentiality Agreement or the discussions or negotiations covered by this Confidentiality Agreement without the prior written consent of the other Party.
14. Each party undertakes that the Information, of which it is the recipient, to treat such information of the disclosing party as confidential, using the same degree of care as it uses for its own confidential information of like kind, but no event less than reasonable care.
15. This Agreement represents the entire agreement between the Parties with respect to the subject matter contained herein.
16. This Agreement may not be modified or amended except by the mutual written agreement of the parties. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against which it is sought to be enforced.
17. This Agreement shall inure to the benefit of the respective Parties, their legal representatives, successors, and assigns.
18. This Agreement and any matters relating hereto shall be governed by and construed in accordance with Indian Law.
19. If any provision of this Agreement is illegal or unenforceable, its invalidity shall not affect the other provisions of this Agreement that can be given effect without the invalid provision. If any provision of this Agreement does not comply with any law, ordinance or regulation, such provision to the extent possible shall be interpreted in such a manner as to comply with any such law, ordinance or regulation, or if such interpretation is not possible, it shall be deemed to satisfy the minimum requirements thereof.
20. In case of any dispute or difference arising between the parties out of or in relation to this Agreement, both parties hereby agree to settle the said dispute or difference amicably among themselves in the first instance. If the said dispute or difference is not settled amicably between the parties within 30 days from the date on which the said dispute or difference first arose, the same shall be referred to Arbitration, comprising of sole arbitrator appointed by MMFSL. The Arbitration Tribunal shall be governed by the provisions of the Arbitration and Conciliation Act, 1996 and the award passed by such Tribunal, including an interim award, shall be final and binding on the parties. The venue for the arbitration shall be at Mumabi and the proceedings shall be conducted in the English language. The award shall be final and binding and the Parties hereby waive all means of recourse to the courts of any country.

IN WITNESS WHEREOF, the Parties have executed this Confidentiality Agreement on the date first above written.

For Mahindra & Mahindra Financial Service Limited. For
By: Name: Title:	By: Name: Title: