8/18/2019 Confidentiality Agreement Annexure I Rev01 23112015

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Annexure I

CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is effective on the effective date of this Agreement.Between

ATOS INDIA PRIVATE LIMITED having its registered office at Godrej & Boyce Com!ex" P!#n$ %" G#$eNo'" " P(roj)*#n#+#r" V(,*ro!( -.e)$/" Mum0#( 1 233345, India inclding its s!sidiaries, affiliates andassigns "Hereinafter referred to as #$isclosing %art&' Atos() of the one *art+

And

Con$r#c$or" as defined in the Agreement "hereinafter referred to as #Receiving %art&( of the other *art.

HEREAS AT-S and the om*an& intend to disclose certain information to each other *rsant to *rovidingservices *rsant to Anne/re I "0%ro1ect0).

AN$ HEREAS sch disclosre of information ma& inclde the disclosre !& $isclosing %art& to theReceiving %art& of information which is of a confidential and *ro*rietar& natre, and which is of vale to the$isclosing %art& and'or its client"s).

 N- THERE2-RE IT IS AGREE$ AS 2-33-S4 5

6. 2or the *r*oses of this Agreement4

#onfidential Information( shall !e deemed to !e all information whether delivered to or o!tained !&the Receiving %art& in oral, written or an& other form or which in the normal corse of !siness wold !e considered to !e of a confidential natre, which is of a technical, commercial, legal or financialnatre *ertaining to the %ro1ect or !siness or o*erations of the $isclosing %art&, its clients and other  *ersons with whom the $isclosing %art& has financial and legal or commercial dealings. onfidential

Information ma& inclde, withot limitation, tools, com*ter *rograms, codes, s*ecifications, s&stems,7now5how, *rocesses, ideas, inventions "whether or not *atenta!le), other technical, !siness andfinancial information and all information concerning crrent, ftre or *ro*osed *rodcts or services,client or cstomer lists and *rintots, mar7eting or sales *lans and an& and all other information or materials relating to the !siness and o*erations of the $isclosing %art&.

8. The Receiving %art& agrees and covenants to receive and hold all onfidential Information ac9iredfrom the $isclosing %art& in strict confidence. The $isclosing %art& will *rovide all onfidential

Information on an 0as is0 !asis, withot an& warrant& whatsoever, whether e/*ress, im*lied or otherwise, regarding its accrac&, com*leteness or otherwise, and neither *art& shall !e lia!le for an&indirect, s*ecial, incidental, conse9ential or other damages in connection therewith.

:. The Receiving %art& shall not disclose, disseminate, d*licate or se nor *!lici;e the onfidentialInformation o!tained from the $isclosing %art&, in whole or in *art, for an& *r*oses other than for the%ro1ect. The Receiving %art& agrees that, s!1ect to clase < herein, it will not disclose an& schonfidential Information to an& third *art& "e/ce*t to its Affiliated om*anies who need to 7now inorder to flfil the o!1ective of the %ro1ect), commerciall& e/*loit in an& manner whatsoever, or se the

same for its e/clsive !enefit or for the e/clsive !enefit of an& third *art& withot the e/*ress writtenconsent of the $isclosing %art&, which consent shall not !e nreasona!l& withheld. #Affiliatedom*anies0 means in relation to either *art&, its holding com*anies, the com*anies which it directl& or indirectl& owns or over which it e/ercises controlling interest in an& manner and com*anies with which

it shares common control nder, whether directl& or indirectl&. At the re9est of $isclosing %art&, theReceiving %art&, its em*lo&ees or its athori;ed re*resentatives, *rior to ma7ing sch disclosre shall

o!tain from sch third *art& an e/ected confidentialit& agreement in the form a**roved !& $isclosing%art&.

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e/ectives to negotiate in good faith to resolve an& sch dis*te, claim or disagreement in not less thanthree ":) meetings to !e condcted over a *eriod of at least ">) da&s.

68. C*on e/*iration or termination of this Agreement, or *on cessation of the %ro1ect, or within ten "6)da&s of recei*t of the $isclosing %art&Ds written re9est, at the $isclosing %art&Ds discretion, the$isclosing %art& ma& re9ire the Receiving %art& to retrn or destro& or erase all onfidentialInformation, tangi!le or intangi!le to the $isclosing %art& along with all co*ies and *ortions thereof. If 

the $isclosing %art& o*ts to have the materials and docments destro&ed !& the Reci*ient, theReci*ient will s**l& a certificate, signed !& a dl& athori;ed re*resentative, certif&ing that all of thematerials or docments were destro&ed. This clase shall !e withot *re1dice to the o!ligations of confidentialit& of clase 6 a!ove.

6:. This Agreement ma& not !e modified, changed or discharged, in whole or in *art, e/ce*t !& anagreement in writing signed !& !oth *arties.

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