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MUTUAL CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT
This Confidentiality and Non-Disclosure Agreement (“Agreement”) dated (____年____月____日(“Effective Date”) is entered into between 上海 XXXXXXX 有限公司 (Shanghai XXXXX Technology Co. Limited), a Chinese corporation with its principal place of business at 上海市浦东新区 XXXXXXXXX, represented by XXX, XXXXXXXX, (“XXXXXX”), and XXXXXXXXXX( XXXXXXXXXXX Co. Ltd. ), with its principal place of business atXXXXXXXXXX,XXXXXX, represented by Prasad Shetty, prasads@gttconnect.com (“Company”).

1.

Disclosure of Confidential Information

Either party may disclose (“Disclosing Party”) to the other party (“Receiving Party”), either orally or in any recorded medium, information comprising or relating to its: techniques; schematics; designs; contracts; financial information; sales and marketing plans; business plans; clients; client data; business affairs; operations; strategies; inventions; methodologies; technologies; employees; subcontractors; pricing; service proposals; methods of operations; procedures; products and/or services ("Confidential Information”). Confidential Information shall include all nonpublic information furnished, disclosed or transmitted regardless of form. If the Confidential Information is contained in writing, it will be marked as Confidential or proprietary information of the Disclosing Party. If the Confidential Information is disclosed orally or visually, it shall be identified as such at the time of disclosure and confirmed in writing to the Receiving Party within thirty (30) days of such disclosure.

concerning the actual or potential business relationship between the parties, (ii) that it has requested or received Confidential Information, or (iii) any of the terms, conditions or any other fact about the actual or potential business relationship. Receiving Party and its Representatives will immediately notify Disclosing Party of any use or disclosure of the Confidential Information that is not authorized by this Agreement. Receiving Party and its Representatives will use its best efforts to assist Disclosing Party in remedying any such unauthorized use or disclosure of the Confidential Information. The obligations contained in this Section 2 will not apply to the extent that Receiving Party can demonstrate that the Confidential Information: (a) was part of the public domain at the time of disclosure or properly became part of the public domain, by publication or otherwise; (b) was rightfully acquired by Receiving Party prior to disclosure by Disclosing Party; (c) was independently developed by Receiving Party or its Representatives without reference to the Confidential Information; or (d) is required to be disclosed by a government agency or by a proper court of competent jurisdiction; provided, however, that Receiving Party and its Representatives shall provide Disclosing Party prompt prior written notice of such requirement, shall consult with and assist Disclosing Party in obtaining a protective order prior to such disclosure, and shall only disclose the portion of Confidential Information which it has been advised by written opinion of counsel is legally required to be disclosed and shall use its best efforts to obtain assurance that confidential treatment will be accorded such information if the protective order is not obtained or if Disclosing Party waives disclosure of such information.

2.

Confidentiality

Receiving Party will use the Confidential Information solely in furtherance of the actual or potential business relationship between the parties. Receiving Party shall not use the Confidential Information in any way that is directly or indirectly detrimental to Disclosing Party or its subsidiaries or affiliates, and shall not disclose the Confidential Information to any unauthorized third party. Receiving Party shall ensure that access to Confidential Information is granted only to those of its employees or agents (“Representatives”) who have a demonstrated need to know such information in order to carry out the business purpose of this Agreement. Prior to disclosing any Confidential Information to such Representatives, Receiving Party shall inform them of the confidential nature of the information and their obligation to refrain from disclosure of the Confidential Information. Receiving Party and its Representatives will take all reasonable measures to maintain the confidentiality of the Confidential Information, but in no event less than the measures it uses for its own information of similar type. Receiving Party and its Representatives shall not disclose to any person including, without limitation, any corporation, sovereign, partnership, limited liability company, entity or individual (i) the fact that any investigations, discussions or negotiations are taking place

3.

Ownership of Materials/No Warranty

Disclosing Party retains all rights, title and interest to its 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 disclosure of Confidential Information. Confidential Information is provided “as is” with all faults. In no event shall Disclosing Party be liable for the accuracy or completeness of the Confidential Information.

Wipro Mutual NDA Rev. 1-05

MUTUAL CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT
4. Term
submit to the exclusive jurisdiction of China or any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. c) Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties permitted successors and assigns. d) This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties. e) No term or provision hereof will be considered waived by either party, and no breach excused by it, unless such waiver or consent is in writing signed by an authorized representative of the non-breaching party. No consent to, or waiver of, a breach by a party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach. f) If any part of this Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic and legal effect as the original provision and the remainder of this Agreement will remain in full force. g) This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral.

This Agreement shall terminate two (2) years from the Effective Date. Receiving Party’s obligations with respect to confidentiality shall expire after two (2) years from the date of disclosure.

5.

Return of Confidential Information

Upon written request of Disclosing Party, Receiving Party and its Representatives shall promptly return to Disclosing Party all copies of Confidential Information in its possession including, without limitation, all copies of any analyses, compilations, studies or other documents prepared by Receiving Party or its Representatives containing or reflecting any Confidential Information. Receiving party shall certify in writing that it and its Representatives have returned all such information to Disclosing Party.

6.

General

a) This Agreement shall be governed by and construed in accordance with the laws of China without regard to its conflicts of law provisions. b) Receiving Party agrees that the breach of the provisions of this Agreement by Receiving Party will cause Disclosing Party irreparable damage for which recovery of money damages would be inadequate. Disclosing Party will, therefore, be entitled to obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all other available remedies. Receiving Party and its Representatives hereby irrevocably and unconditionally consent to

Accepted and agreed as of the date first above written by the following authorized Party representatives:

Wipro

Company

By:

By:

Name:

Name:

Title:

Title:

Wipro Mutual NDA Rev. 1-05


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