CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (“Agreement”) is made and

entered into at ___________, on the day of , 2019
(“Effective Date”), by and between:

Electric Vehicle India., a Company existing under the provisions of Indian Companies
Act 1956, having its Registered Office at A-201, Kamal Apts, Pandurang Wadi,
Road No 2, Goregaon East, Mumbai 400063 (hereinafter referred to as referred
to “EVI” which expression shall unless repugnant to the context or meaning
thereof include its successors and permitted assigns) of the First Part;

AND

, a company incorporated in , under the laws

of
and having its registered office at hereinafter referred to as which
expression shall unless repugnant to the context or meaning thereof include its
successors and permitted assigns) of the Second Part.

EVI and
shall hereinafter be individually referred to “Party” and collectively
referred to herein as

“Parties”.

WHEREAS:

1) Parties are desirous of entering into discussions, technical

partnership and negotiations related to Electric Vehicles , Electric
Powertrains and related matter and wish to discuss with one another a
possible business transaction, which may include a buy-sell
arrangement, product development arrangement, consultancy,

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 manufacturing or supply arrangement, or any other business alliance
(the “Proposed Transaction”).

2) In the course of discussions and negotiations for the Project and also
during the course of the transaction, each Party may disclose to the
other Party certain technical, business and / or other information which
is non-public, confidential and / or proprietary.

3) Accordingly, Parties are desirous of entering into this Agreement to

regulate their rights and obligations in relation to such information, on
the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements

contained herein, the Parties agree as follows:

1. Definitions

1.1. “Confidential Information” shall mean as against each Party to this

Agreement all information of a confidential nature relating to the other
Party disclosed during the term of this Agreement. Such information shall
include, without limitation, samples,

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 drawings, engineering or operational information, financial information,
costing and pricing information, customers and policies and procedures. Such
Confidential Information may be supplied as an actual sample, in writing, through
discussions, in the form of drawings or through observations at a manufacturing
facility.

1.2. “the Disclosing Party” shall mean the Party disclosing any particular
item of Confidential Information (or, where appropriate, the
Party about whom such Confidential Information relates to).

1.3. “the Recipient” shall mean in relation to any particular item of

Confidential Information the Party which receives such information
pursuant to this Agreement, or otherwise obtains such information.

2. Term

2.1. This Agreement shall be effective from the Effective Date and shall
continue to be in full force and effect for a period of Three (03) year
(“Term”) unless terminated earlier in accordance with this Agreement.

3. Confidentiality Obligations

In consideration of the Disclosing Party agreeing to disclose Confidential

Information to the Recipient, the Recipient shall (and will procure that all persons
associated with it, whether as directors, employees, consultants, representatives,
advisors or otherwise):

3.1 keep all Confidential Information strictly confidential;

3.2 use such Confidential Information only for the purpose for which it was
disclosed and shall not use or exploit (commercially or for any other

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 purpose) such Confidential Information for its own benefit or for the
benefit of another without the prior written consent of the Disclosing Party;

3.3 not duplicate in any manner any Confidential Information furnished in

tangible form except for the purposes of this Agreement without the prior
written consent of the Disclosing Party;

3.4 restrict access to any Confidential Information to such of its employees,

consultants, representatives, advisors and agents who need to know such
information for the purposes of approving, evaluating or otherwise
participating in the Proposed Transaction and ensure that such employees,
consultants, representatives, advisors and agents are fully aware of and
agree to be bound by the terms of this Agreement in writing, prior to
disclosure of such information to them;

3.5 save as permitted by clause 3.4, not disclose any Confidential

Information to any third party without the prior written consent of the
Disclosing Party and in the event that such disclosure is permitted the
Recipient will procure that such third party is fully aware of and agrees to
be bound in writing by the terms of this Agreement;

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 3.6 be obligated to keep confidential the Confidential Information during the Survival
Period; and

3.7 be responsible for any breach of any of the undertakings contained in

this Agreement, by any of its directors, employees, consultants,
advisers, agents and representatives.

4. Exclusions

This Agreement shall not apply to any Confidential Information which is described in
subparagraphs a. through f. below:

a. The Recipient Party proves that it possessed the Confidential

Information prior to the date of disclosure hereunder and which was
not or is not obtained under any obligation of confidentiality;

b. The Confidential Information is or becomes available to the

general public otherwise than through any act of the Recipient Party
constituting a breach of this Agreement or any other agreement,
provided that the source is not, to the knowledge of the Recipient
Party, bound by a confidentiality agreement with, or other legal or
fiduciary or other obligation of secrecy or confidentiality to, the
Disclosing Party or another party with respect to such information;

c. The Confidential Information has been lawfully obtained by the

Recipient Party or its Representatives from a third party who is not,
to the knowledge of the Recipient Party, bound by a confidentiality
agreement with, or other legal or fiduciary or other obligation of
secrecy or confidentiality to, the Disclosing Party or another party
with respect to such information;

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 d. The Confidential Information is independently developed by the
Recipient Party, as clearly and specifically demonstrated by
business records prepared and maintained in the ordinary course
of business provided that such information is not prepared using
the information provided by the Disclosing Party;

e. The Confidential Information is approved in writing for release by the Disclosing Party; or

f. The Recipient Party is obligated to disclose the Confidential

Information under an order of a court of competent jurisdiction, or
pursuant to applicable law or regulation, provided that the Recipient
Party first gives the Disclosing Party thirty (30) days' notice of the
Recipient Party's obligation under the court order, law or regulation,
and the Disclosing Party shall be given an opportunity to oppose
any such disclosure. In the event the court order, law or regulation
does not allow for thirty (30) days' notice, the Recipient Party shall
give the Disclosing Party as much notice as may be reasonably
practical. If disclosure is required despite efforts to prevent it, the
Recipient Party shall disclose only that portion of the Confidential
Information which, in the opinion of its counsel, is required by law
to be disclosed.

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 5. Proprietary Rights

5.1. Subject to the provisions of this Agreement, the Recipient agrees that
Confidential Information provided by the Disclosing Party is and shall
remain the exclusive property of the Disclosing Party and the Recipient
will not acquire by implication or otherwise any right in title to or license
in respect of any Confidential Information supplied by or on behalf of or
relating to the Disclosing Party.

5.2. Nothing in this Agreement will be deemed by implication or otherwise to

convey to the Recipient Party any right or license under any patent, patent
application, invention, copyright, trademark, trade name or other
proprietary interest owned by the Disclosing Party; nor will this Agreement
be deemed to provide a commitment of any kind by any party to enter
into any further agreement with the other party.

6. No representation or warranty

The Recipient:

6.1. acknowledges that the Disclosing Party does not make any express or
implied representation or warranty as to the accuracy or completeness of
any Confidential Information;

6.2. agrees to assume full responsibility and liability for any and all
conclusions it derives from the Confidential Information; and

6.3. agrees that the Disclosing Party shall have no liability whatsoever to the
Recipient or any other person on any basis (including, without limitation,
in contract, tort, or otherwise) in connection with the use of such
Confidential Information; unless expressly provided by written agreement
between the Parties.

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7. Termination

7.1. Either Party may terminate this Agreement at any time by giving the
other Party 30 days prior written notice.

Upon the termination of this Agreement, or earlier at the written request of the
Disclosing Party, the Recipient Party shall return to the Disclosing Party all
documents, records, notes, computer media, and any other evidence of
Confidential Information provided to the Recipient Party by the Disclosing Party,
or otherwise in its possession or control, and which is in any tangible form,
including all copies thereof. At the same time, the Recipient Party shall also
destroy any documents or other materials created by the Recipient Party that
contain any reference to any Confidential Information which in their own right
could be viewed as confidential, and the Recipient Party shall certify such
destruction in writing to the Disclosing Party within fifteen (15) days of its
completion.

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8. Consequences of Breach

8.1. The Recipient Party acknowledges and agrees that in the event of any
breach or threatened breach of this Agreement by the Recipient Party or
its Representatives, the Disclosing Party shall be entitled to specific
performance and injunctive relief as a remedy for any such breach or
threatened breach hereof without necessity of posting bond or other
security, the requirement for which is expressly waived. The Recipient
Party and its Representatives, as applicable, agree not to raise and hereby
waive any defense to injunctive relief based on lack of irreparable harm
or the insufficiency of monetary damages. Such remedy shall not be
deemed to be the exclusive remedy for any breach of this Agreement, but
shall be in addition to all other remedies available to the Disclosing Party
at law or in equity. The Recipient Party hereby agrees to indemnify the
Disclosing Party for all costs and expenses, including attorney's fees,
incurred by it in enforcing this Agreement with respect to any such breach.

9. No Waiver

9.1. Any failure by either Party in exercising any right power or privilege
hereunder shall not act as a waiver hereunder nor shall any single or
partial exercise hereof preclude any further exercise of any rights, power
or privilege by such party;

10. Entire Agreement

10.1. This Agreement constitutes the entire understanding between the Parties
and may not be amended or modified, in whole or in part, except by an
agreement in writing signed by both Parties.

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11. Survival

11.1. After the term has expired, or following termination of this Agreement for
any reason, all Confidential Information received by the Recipient Party
during the term of this Agreement shall remain subject to the
confidentiality and non-use provisions of this Agreement for a further
period of three (3) years from the date of such termination / expiry. Clause
13 shall survive the expiry / termination of this Agreement.

12. Compliance with Laws

12.1. Parties shall perform their obligations under this Agreement in strict
compliance with all laws, rules, regulations, notifications and guidelines as
may be applicable to them from time to time.

13. Dispute Resolution And Governing Law

13.1. All matters, questions, disputes, difference or claims arising between the
Parties in relation to or in connection with this Agreement, its
interpretation, validity, construction, enforceability or application or as to
the rights, duties or liabilities of the Parties there under, or as to any act
matter or thing arising out of or consequent to or in connection with this
Agreement shall be resolved by mutual discussions. If the parties are
unable to

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 resolve the dispute within thirty (30) days through negotiation, then, such
dispute shall be finally resolved through arbitration to be conducted by a sole
arbitrator appointed by EVI in accordance with the rules of the Arbitration and
Conciliation Act, 1996 including any modification, amendment thereto. The venue
of the Arbitration shall be Mumbai. The award/order/direction given by the
arbitrator shall be final and binding on both the Parties. The language of
Arbitration shall be English. Each party shall bear its own cost of Arbitration. The
Arbitration proceedings shall not have any effect on the performance of those
parts of these Agreements that are not in dispute or in respect of which no
difference has arisen between the parties.

13.2. The validity, construction and performance of this Agreement shall be

governed by the laws of India and the Parties agree to submit to the
exclusive jurisdiction of the Courts at Mumbai.

IN WITNESS WHEREOF, THIS AGREEMENT is executed and delivered effective as

of the date first written above.

Signed for and on behalf of Signed for and on behalf of

Electric Vehicle India

Priyank Dahanukar

CEO

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 Company name (Second Party)

Signature

Name:

Titl

e:

*Duly signed by the concerned person along with company stamp.Address.Contact Details.

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