Apxic Technologies Pvt. Ltd.

Discloser: a Party who discloses Confidential Information directly or indirectly to the other Party

Group: In relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company Each company in a Group is a member of the Group

Group Company: in relation to a company, any member of its Group

Holding company: has the meaning given in Clause 1 2(e) Purpose: [STATE THE PURPOSE OF THE DISCLOSURE OF CONFIDENTIAL INFORMATION i e TO EVALUATE THE VIABILITY OF BOTH PARTY01 AND PARTY 02 ENTERING INTO A BUSINESS TRANSACTION OR PROJECT] Recipient: a Party who receives Confidential Information directly or indirectly from the other Party Representative(s): in relation to each Party and any member of its Group:

• Its officers and employees need to know the Confidential Information for the Purpose
• Its professional advisers and sub-contractors engaged by that Party and/or any member of its Group in connection with the Purpose
• Its contractors and sub-contractors engaged by that Party and/or any member of its Group in connection with the Purpose
• Any other person to whom the other party agrees in writing that Confidential Information may be disclosed in connection with the Purpose

Subsidiary: has the meaning given in Clause 1 2(e)

(a)  A reference to a statute or statutory provision is a reference to it as amended or re-enacted A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted

(b)  Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms

(c)  A reference to writing or written includes email

(d)  A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established (e)  A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in a section of the Companies Act

2 1  Confidential Information means all information, excluding any information referred to in Clause 2 2, in whatever form, relating to the Purpose which the Discloser or its Representatives or any of its Group Companies, or their Representatives directly or indirectly discloses, or makes available, to the Recipient or its Representatives or any of its Group Companies, or their Representatives, before, on or after the date of this agreement This includes but is not limited to: (a)  the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b)  the existence and terms of this agreement; (c)  all confidential or proprietary information relating to: (i)  the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Discloser or of any of the Discloser’s Group Companies; and (ii)  the operations, processes, product information, know-how, technical information, designs, trade secrets or software of the Discloser, or of any of the Discloser’s Group Companies; (d)  any information, findings, data, or analysis derived from Confidential Information; and (e)  any other information that is identified as being of a confidential or proprietary nature

2.2  Information is not Confidential Information if:

(a)  it is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by the Recipient or its Representatives or by any of the Recipient’s Group Companies or their Representatives in breach of this agreement; (b)  it was available to the Recipient on a non-confidential basis prior to disclosure by the Discloser; (c)  it was, is, or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient’s knowledge, is not under any confidentiality obligation in respect of that information; (d)  it was lawfully in the possession of the Recipient before the information was disclosed by the Discloser;