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Non-Disclosure And Non-Compete Agreement

Document Cited in Related
Updated atMarch 2010

This Non-Disclosure and Non-Compete Agreement has been entered into this day of...................... 20......

BETWEEN

............................, a company having its registered offices at......................... (hereinafter called the "Company" which expression unless repugnant to the context shall mean and include its subsidiaries, and its successors and assigns)

AND

.................................., (name of the individual or entity), residing at........................ (hereinafter referred to as the "Party" which expression unless repugnant to the context shall include all beneficiaries of the said Party)

DEFINITIONS

Intellectual Property:

Includes existing and future Intellectual Property in the nature of unregistered or registered rights to any and all patents, copyrights, trademarks, and other confidential and/ or proprietary information limited to that forming part of the subject matter of the agreement, and inclusive of all intellectual property tht is the subject of the ownership by Company and/ or its subsidiaries, venture partners and predecessors in interest, business and/ or title. arising out of the performance of this agreement and/ or other business arrangements, inclusive of but not limited to any oral arrangement which Company may have entered into with the Party or Other Party.

Confidential Information:

means trade secrets, know-how, patents, utility models, formulations, processes/ methods of preparation, test data, conducted in-house or by/ through collaborative/ venture efforts, inclusive of any ad all improvements/ modifications, alterations, substantial or otherwise etc., that may have been effected to the said Confidential Information by Company. Also, as used in this agreement, the term "Confidential Information" means:

(i) the terms and conditions of this Agreement inclusive of but not limited to any other prior confidentiality agreement whether explicit or implied by terms and relationship of Party with the company and his stated or present functions, that is subsisting on the date of this agreement;

(ii) Company's, business plans, strategies, methods and/ or practices;

(iii) any information relating to the Company or its business that is not generally known to the public, including but not limited to information about Company's personnel, products, consumers, marketing strategies, services, or future business plans, and;

(iv) Process Information defined as data/ test data/ reports/ studies in-house or contracted/ details/ quantified steps/ process details...

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