NON-DISCLOSURE AGREEMENT

This non-disclosureagreement ("Agreement") is entered at [insert place], on this [insert date] day of
[insert month], 2013 between:
1.

Glocal Healthcare Systems Private Limited, a private limited company duly

incorporated and existing under the provisions of the Act and having its registered
office at B-207, Ecospace Business Park, Action Area II, Rajarhat, New Town, Kolkata 700
156(hereinafter referred to as GHSPL", which expression shall, unless repugnant to the
context or meaning, be deemed to mean and include its successors and permitted assigns);
and
AND

2.

[Insert the nature of the Vendor]and havingits principal place of business/registered office at
[insert address](hereinafter referred to as Vendor", which expression shall, unless repugnant
to the context or meaning, be deemed to mean and include its successors and permitted
assigns).

GHSPL and the Vendorare herein, individually referred to as the "Party" and collectively referred toas
the "Parties".
INTRODUCTION
A.

GHSPLis involved in the business of setting up and operating hospitals, health centres, clinics,
etc. across the country.

B.

TheVendor is involved in the business of [insert brief description of the business of the
Vendor].

C.

GHSPL requires [] for its business and the Parties are discussing the feasibility of supply of
[] by the Vendor to GHSPL, as per terms and conditions as may be mutually discussed
between the Parties.

D.

In view of protecting theConfidential Informationwhich the Partieswill beprivy to in course of the

discussions, the Parties are hereby entering into this Agreement to protectand preserve as
confidential the Confidential Information and be bound by the terms and conditions mentioned
in this Agreement.

The Parties agree as follows:

1.

DEFINITIONS AND INTERPRETATIONS

1.1

Definitions
Terms used in this Agreement will have the respective meaning given to them below.

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"Affiliate" of a Person means any Person that directly or indirectly Controls, or is controlled by,
or is under common Control with the Person or a Relative of the Person;
"Confidential Information" will mean and include all informationprovided by GHSPL to the
Vendorin relation to the business of GHSPLor to which the Vendor has access owing to its
relationship with GHSPL, in any nature and form including but not limited to (a) Intellectual
Property information; (b) trade secrets; (c) proprietary information ofGHSPL including, without
limitation, location and configuration of the hospitals,business model, policies, manuals,
designs, procedures, discoveries, improvements, future plans, budgets and costings, financial
analyses, competitive analyses, management information, technical data and market studies,
organizational or staffing changes, ideas, media, techniques, sketches, drawings, works of
authorship, models, inventions, technology, technical know-how, processes, apparatuses,
equipment, algorithms, software programs, software codes, source documents and formulae,
its information concerning research, experimental work, development, design details and
specifications, engineering, financials, procurement requirements, purchasing, customer lists,
investors, employees, contractual relationships, business and forecasts, sales and
merchandising, marketing plans; (d) information relating to employees, salary structures,
perquisites and/or other terms and conditions of employment; (e) inter se rights and obligations
of the Parties in relation to the Agreement; and (f) such other information which by its nature or
the circumstances of its disclosure is confidential;
"Disputes"will have the same meaning as ascribed to it in Clause 10 of this Agreement;
"Person" means an individual, limited liability company, joint venture, corporation, partnership,
association, trust, division or operating group of any of the foregoing or other entity or
organization (whether or not having a separate legal personality);
"Relative" shall have the meaning assigned to it under the Companies Act, 1956;
1.2

Interpretation
Unless the context of this Agreement otherwise requires:
(a) Words importing the singular will include the plural and vice versa where the context so
requires.
(b) References to statutes or any of their provisions will be construed as references to such
statutes or their provisions as amended, extended, consolidated or replaced from time to
time and to any orders, regulations, instruments or subordinate legislation made under
the relevant statutes or their provisions which have been so replaced (whether with or
without amendment).
(c) Reference to any gender includes a reference to both genders.
(d) References to the words "include" or "including" will be construed without limitation.

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(e) The headings and titles in this Agreement are indicative and will not be deemed part
thereof or be taken into consideration in the interpretation or construction of the
Agreement.
(f) References to introduction and clauses are, unless the context otherwise requires to,
introduction or clauses to this Agreement.
(g) Any word or phrase defined in the body of this Agreement as opposed to being defined in
Clause 1.1 will have the meaning assigned to it in such definition throughout this
Agreement, unless the contrary is expressly stated or the contrary clearly appears from
the context; and
(h) If any provision in this Clause 1.2 is a substantive provision conferring rights or imposing
obligations on any Party, effect must be given to it as if it were a substantive provision in
the body of this Agreement.
2.

CONFIDENTIALITY

2.1

The Vendor agrees and acknowledges thatit willbe privy to Confidential Information of
GHSPLas a result of the relationship between the Parties and disclosure of any Confidential
Information will cause GHSPL irreparable injury and losses.

2.2

The Vendor must regard and keep instrictest confidence all Confidential Information disclosed
by GHSPLand must(a) not publish or disclose in whole or in part any such Confidential
Information to any third Person or use the same for its own purpose or the purposes of any third
party; (b) treat the Confidential Information with at least such standard of care with which the
Vendor treats its information of like nature.

2.3

The Vendor may disclose Confidential Information to its employees, representatives, potential
equity partners, financiers, financial advisors and legal advisors solely on a "need to know"
basis and in case of such disclosure(s) shall ensure that such persons are bound by similar
non-disclosure obligations in writing, with respect to the Confidentiality Information, as the
Vendor is bound by this Agreement.

2.4

The Vendor shall use the Confidential Information only for the purpose for which it is disclosed.
The Vendor shall not use the Confidential Information for its own use or commercial purposes
and shall not directly or indirectly disclose or make available any Confidential Information to any
Person except (a) as permitted hereunder; or (b) as GHSPL may consent to in writing, which
consent shall be granted at GHSPLs sole discretion.

2.5

If the Vendor is required to disclose Confidential Information pursuant to any law judicial order,
or government regulations, the Vendor must forthwith notify GHSPL of the required disclosure
with sufficient time for Disclosing Party to seek relief, and must cooperate with GHSPL in taking
appropriate protective measures, and must make such disclosure in a manner that maximizes
protection of the Confidential Information from further disclosure.

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2.6

The Vendor understands and acknowledges that disclosure of Confidential Information is at the
sole discretion of GHSPL and that GHSPL does not undertake pursuant to this Agreement to
provide any Confidential Information to the Vendor.

3.

SPECIFIC ENFORCEMENT
The Vendor acknowledges and agrees that the interests of GHSPL, its shareholders andits
Affiliateswill be irreparably damaged if the terms of this Agreement are breached, and monetary
damages shall not be an adequate remedy for such breach. Consequently, the Vendoragrees
that GHSPL will be entitled to an injunction or injunctions to prevent breach of such
performance and to specific enforcement of such covenants in addition to any other remedy to
which it may be entitled, at law or in equity.

4.

INDEMNITY
The Vendoragrees and affirms to indemnify, defend and hold harmless GHSPL (including
without limitation, its directors, officers, employee and agents) from and against all or any
damages, losses, claims, costs, fees (including reasonable attorney fees) incurred by GHSPL
as a result of, arising from, or in connection with, or relating to any breach or failure of
performance (in whole or in part) by the Vendor of any of its obligations, covenants and
undertakings contained in this Agreement or due to negligence or fraud or wilful default on part
of the Vendor.

5.

RETURN OF CONFIDENTIAL INFORMATION

Within 10 (ten) days of the expiry or termination of this Agreement, the Vendorshall return to
GHSPL, all the Confidential Information stored in any medium, and acquired by the Vendor.The
Vendorshall deliver to GHSPL all tangible copies of the Confidential Information, including but
not limited to magnetic or electronic media containing the Confidential Information, note(s) and
paper(s) containing the Confidential Information or parts thereof, and any copies of the
Confidential Information (in whatever form).

6.

NON CIRCUMVENTION
However, the confidentiality obligations given in the Agreement, will survive the termination of
this Agreement for a period of 5 (five) years thereafter. The Vendor will not on its own or
through its representatives, employees, agents,directors or Affiliates,disclose any Confidential
Information to any third party even after the expiry of this Agreement.

7.

NOTICES
All notices under this Agreement will be in writing and will be sent to the address of the recipient
set out below. Any notice will be effectively given if (a) delivered personally, (b) sent by prepaid
courier service, airmail or registered mail or (c) sent prepaid by facsimile, email or other similar
means of electronic communication (with confirmed receipt).
To GHSPL:

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[insert details]
To the Vendor:
[insert details]
Notices will be deemed to have been received by the addressee within 72 (seventy two) hours
of posting or 24 (twenty four) hours if sent by electronic mail to the correct electronic mail
address of the addressee. Either Party may, from time to time, change its address or other
details mentioned above for receipt of notices, by giving to the other Party 15 (fifteen) days prior
written notice.
8.

GOVERNING LAW AND DISPUTE RESOLUTION

10.1 This Agreement will be governed by and construed in accordance with the laws of [India].
10.2 In the event of any question, dispute or difference between the Parties with regard to the
interpretation of this Agreement or the rights, liabilities or duties arising out of it or otherwise in
connection with this Agreement ("Disputes"), the Parties will promptly and in good faith
negotiate with a view to an amicable resolution and settlement.
10.3 In the event no amicable resolution or settlement is reached within a period of 30 (thirty) days
from the date on which the Dispute arose, the Dispute may be submitted to arbitration at the
request of either of the Parties upon written notice to that effect to the other Party. Such
arbitration will be in accordance with the Arbitration and Conciliation Act, 1996 and will be held
atKolkata. All proceedings of such arbitration will be in the English language. The arbitral
tribunal will consist of a [sole arbitrator] appointed by the Parties.
10.4 Any award of such arbitral tribunal will be final, conclusive and binding on the Parties and will
not be subject to any form of appeal. The losing Party, as determined by arbitrator, will pay all
reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys fees)
incurred by the prevailing Party, as determined by the arbitrators, in connection with any
Disputes unless the arbitrator directs otherwise.
10.5 Nothing in this Clause9 will preclude GHSPL from seeking interim or permanent equitable or
injunctive relief, or both, from any court having jurisdiction to grant the same. The pursuit of
equitable or injunctive relief will not be a waiver of the right of GHSPL to pursue any remedy for
monetary damages through the arbitration described in this clause. The Parties agree that the
courts and tribunals at Kolkatawill have exclusive jurisdiction to settle any disputes which may
arise out of or in connection with this Agreement.
9.

AMENDMENT
No modification, variation or amendment to Agreement will have any force unless it is in writing
and has been signed by the Parties.

10.

ENTIRE AGREEMENT

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The terms and conditions contained in this Agreement constitute the entire agreement among
the Parties in connection with the subject matter hereof and will supersede all previous
negotiations, communications, agreements or arrangements, either oral or written, among the
Parties pertaining to such subject matter(s).
11.

INVALIDITY
If any of the provisions of this Agreement is or becomes invalid, illegal or unenforceable, the
validity, legality or enforceability of the remaining provisions will not in any way be affected or
impaired. Notwithstanding the foregoing, the Parties will thereupon negotiate in good faith in
order to agree the terms of a mutually satisfactory provision, achieving as nearly as possible
the same commercial effect, to be substituted for the provision so found to be void or
unenforceable.

12.

COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original and all of which collectively shall be deemed one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and
acknowledged by their respective officers or representatives hereunto duly authorized, as at the place
and of the date first above written.

SIGNED AND DELIVERED on behalf ofGHSPL;

[insert name]
Through its authorized representative:

___________________
Name: [insert details]
Designation: [insert details]

SIGNED AND DELIVERED on behalf ofthe Vendor;

[insert name]
Through its authorized representative:

___________________
Name: [insert details]
Designation: [insert details]

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