DRAFT

NON - DISCLOSURE AGREEMENT

This Agreement made on this day of April 2011

BETWEEN

-------------Ltd, a company incorporated under the Companies Act, 1956

and registered as a securitisation company and asset reconstruction company
pursuant to Section 3 of the Securitisation and Reconstruction of Financial
Assets and Enforcement of Security Interest Act, 2002 / BANK..……..having
its registered office at…………………….……………………………………(hereinafter
referred to as “………………………………” which expression unless repugnant to
the context or meaning there of be deemed to mean and include its
successors and assigns) of the ONE PART;
AND

Allahabad Bank, a body corporate constituted under the Banking Companies

(Acquisition and Transfer of Undertakings) Act, 1970 and having its Head
Office at 2, Netaji Subhas Road, Kolkata-700 001 (hereinafter referred to as
“ALLAHABAD BANK”, (which expression unless repugnant to the context or
meaning there of be deemed to mean and include its successors and assigns)
of the OTHER PART;

WHEREAS

The parties ………………………… and Allahabad Bank intend to engage in

discussions and negotiations concerning the establishment of a business
relationship between them. In the course of such discussions and
negotiations, it is anticipated that the either party may have to disclose or
deliver to other party certain or some of its trade secrets or confidential or
preparatory or other information, for the purpose of enabling both the parties
to evaluate the feasibility of such business relationship (herein after referred
to as the 'the purpose')
NOW, THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, ………………… and
Allahabad Bank agree as follows:

1. "Confidential Information" means and includes all data, documents

and information disclosed or to be disclosed by either Party to other
Party and its Representatives (as defined herein) (including
information transmitted in written, electronic, magnetic or other form
and also information transmitted orally or visually) and any and all
information which may be developed or created, in whole or in part,
directly or indirectly, from such information including all notes,
summaries, analyses, compilations and other writings.
"Receiving Party" means party who receives Confidential
Information.
"Disclosing Party" means party who discloses Confidential
Information.

2. Notwithstanding any other provisions of this Agreement, each party

acknowledges that confidential Information shall not include any
information which:
a. Is or becomes known to public through no wrongful act; or
b. Is already known to receiving Party at the time of discloser; or
c. Is rightfully received by receiving Party from the third party without
breach of this Agreement; or
d. Is independently developed by Receiving Party without breach of
this agreement; or
e. If furnished to a third party by Disclosing Party without a similar
restriction on such third party's rights; or
f. Is explicitly approved for release by written authorisation of
Disclosing Party; or
g. Is required to be disclosed by Receiving Party to a court of
competent jurisdiction or any appropriately empowered
Governmental Agency or under any statute.

3. Receiving Party acknowledges that Confidential Information is

 valuable, proprietary and confidential. Unless otherwise expressly
authorised by Disclosing Party, Receiving Party agrees to retain the
Confidential Information in confidence for a period as stipulated in
Clause 7 herein, and shall not disclose the Confidential Information to
any third party or any employee or agent (except it officers,
employees, representatives, advisors or agents who have a need-to-
know) and shall not use the Confidential Information for any purpose
other than for the purposes agreed to herein. No license expressed or
implied in the Confidential Information is granted to either party other
than to use the information in the manner and to the extent
authorised by this Agreement.

4. Receiving Party agrees, except to the extent pursuant to, or required

by law, regulation, legal process or regulatory authority to disclose any
Confidential Information (prior intimation be provided to Disclosing
Party to enable it to take recourse of legal remedies viz. injunctions,
stay etc.), that unless otherwise agreed to in writing, they (Receiving
Party) shall not (i) use any portion of the Confidential Information for
any purpose not contemplated by this Agreement; or (ii) disclose the
Confidential Information or any part of it to any third party.

5. Notwithstanding the disclosure of any Confidential Information by

Disclosing Party to Receiving Party, the Disclosing Party shall retain
title and all intellectual property and proprietary rights in the
Confidential Information. No license under any trademark, patent or
copyright, or application for same, which are now or thereafter may be
obtained by Disclosing Party is either granted or implied by the
conveying of Confidential Information. The Receiving Party shall not
conceal, alter, obliterate, mutilate, deface or otherwise interfere with
any trademark, trademark notice, copyright notice, confidentiality
notice or any notice of any other proprietary right of the Disclosing
Party or any copy of the Confidential Information, and shall reproduce
any such mark or notice on all copies of such Confidential Information.
Likewise, the Receiving Party shall not add or emboss its own or any
other any mark, symbol or logo on such Confidential Information.
6. The Receiving Party shall not reverse-engineer, de-compile,
 disassemble, or otherwise interfere with any software disclosed
hereunder. All Confidential Information is provided "as it is". In no
event shall Disclosing Party be liable for the inaccuracy or
incompleteness of the Confidential Information. None of the
Confidential Information disclosed by the parties constitutes any
representation, warranty, assurance, guarantee or inducement by
either party to the other with respect to the fitness of such Confidential
Information for any particular purpose or infringement of trademarks,
patents, copyrights or any right of third parties.

7. This Agreement shall be effective from the date hereof and shall
terminate upon the completion of any transaction in relation to the
Potential Business Opportunity or otherwise as determined by the
parties; however, the obligations of Receiving Party respecting
disclosure and confidentiality shall continue to be binding and
applicable without limit in time except and until such information
enters the public domain save and except the clause (2) herein.

8. Receiving Party agrees to return to Disclosing Party upon its written

request, the Confidential Information, any copies of the Confidential
Information (whether authorized or not) and any documents or items
containing portions of the Confidential Information.

9. Receiving Party shall defend, indemnify and hold harmless to the

Disclosing Party, its affiliates, subsidiaries, successors, assigns, officers,
directors and employees, at all times, from and against any and all
claims, demands, damages, assertions of liability whether civil,
criminal, tortuous or of any nature whatsoever, arising out of or
pertaining to or resulting from any breach of representations and
warranties made by Receiving Party and/or breach of any provisions of
this Agreement, but not limited to any claim from third party pursuant
to any act or omission of Receiving Party in the course of discharge of
its obligations under this Agreement.

10. Any dispute, controversy or claim arising out of or relating to this

Agreement or any related agreement or other document or the validity,
 interpretation, breach or termination thereof (‘Dispute'), including
claims seeking redress or asserting rights under applicable law, shall,
be resolved and finally settled in accordance with the provisions of the
Arbitration and Conciliation Act, 1996 as may be amended from time to
time or its re-enactment (the "Arbitration Act"). The arbitral tribunal
shall be composed of one arbitrator to be appointed by both the Parties
jointly and such Arbitration shall take place in Kolkata.

11. This Agreement shall be governed by and construed in accordance

with the laws of India, and the competent courts in Kolkata shall have
jurisdiction in relation thereto.

12. Neither party shall make news releases, public announcements, give
interviews, issue or publish advertisements or publicize in any other
manner whatsoever in connection with this Agreement, the contents /
provisions thereof, other information relating to this Agreement, the
Purpose, the Confidential Information or other matter of this
Agreement, without the prior written approval of the other party.

13. This Agreement constitutes the entire agreement between the parties
relating to the matters discussed herein and supersedes any and all
prior oral discussions and/or written Correspondence or agreements
between the parties. This Agreement may be amended or modified only
with the mutual written consent of the parties. Neither this Agreement
nor any right granted hereunder shall be assignable or otherwise
transferable.

14. Each person executing this Agreement warrants and represents that
he or she has the authority to enter into this Agreement on behalf of
the party whose name appears below their signature.

IN WITNESS WHEREOF the parties have caused this Agreement to be

executed by their authorized representatives at the respective places
mentioned thereto:-

1) For and on behalf of

***** ASSET RECONSTRUCTION COMPANY/Bank
Signed, sealed &
delivered by
( )
Designation and
Office Address

Witnesses:
1.

2.

2) For and on behalf of

ALLAHABAD BANK
Signed, sealed &
delivered by
( )
Designation and
Office Address

Witnesses:
1.

2.