1. Any business proposals will not be disclosed to any third party without the specific knowledge and permission of both parties, also will respect confidentiality of Vendor data, as well as pledge not to explore business with these sources either directly or indirectly now or in future, unless it is with the permission of Amaltas Int. There will be no direct communications with Amaltas Supplied vendors , any vendor approach to you will be reported to Amaltas in writing within 24 hours. Any break in communication or payment procedures therein will render all business with you null and void with immediate effect.

2. Amaltas will respect confidentiality of customer’s data, as well as pledge not to explore business with these sources either directly or indirectly now or in future, unless it is with my permission.

3. Amaltas will place the orders based on vendor assessment and previous history of the supplier. However in case I require that orders be placed with a particular vendor, then this will be done with the understanding that this buyer stipulated vendor is unknown to Amaltas. Quality and delivery schedule claims that may arise in such cases is not the responsibility of Amaltas.

4. Payments must be discussed prior to orders being placed, no production will be initiated without the same being put into place. I will accept and select one from the following two options for payments. L/C at sight 40% Advance Payment – balance 3 days before shipment.

5. Details for orders, prices, and deliveries will be strictly passed on to suppliers only by Amaltas personnel. This is to ensure that all specs are met, and the delivery schedule is realistically put into place. Information provided by vendors during meetings are to be verified with Amaltas before executing into purchase orders.

6. In case there is a problem as below: - Delivery is not made Customer cancels the orders Customers raises a claim Vendor's payments are held up Vendor refuses to pay commissions And other such related cases -

Amaltas will expect to get full cooperation from me in resolving these issues, wherein payments pending to be cleared, or payments to be held until commissions are paid, etc. Claims that are validated will be arbitrated by Amaltas however there will be no liability for the same on Amaltas.]

Amaltas Int. 604 Crystal Paradise, Datta Salve Road, off New Link Road, Andheri (W)- 400053 Email: info@amaltas.com Tel: 91 22 26733292/3328 Telfax: 91 22 66757848

All disputes will be resolved in an amicable manner, and may be put up for arbitration before a mutually agreeable party. Failure to resolve any dispute renders the above agreement terminated, However, the conditions of the same will remain binding on both parties until the next two years of the date of termination. Any infringement of these terms will be open to penalty to the tune of the commission amount that would have accrued from such business, and if necessary legal recourse will be taken. Jurisdiction for this agreement is under the Indian penal code, admissible in Mumbai. This agreement and clauses therein may be used as a point of reference for the same.

Non disclosure terms: The contractual business and financial arrangements between the divulging party and others with whom it has business arrangements of whatever nature;

1.1.1 all information peculiar to the business of the divulging party which is not readily available to a competitor of the divulging party in the ordinary course of business;

1.1.2 the fact of and content of the discussion between the parties referred to in 2.1 below as well as the existence and content of this agreement and any agreement which may be concluded between the parties pursuant to such discussions and the content of such agreement;

1.1.3 all other matters of a confidential nature which relate to the divulging party’s business;

1.1.4 generally, information which is disclosed in circumstances of confidence or would be understood by the parties, exercising reasonable business judgement, to be confidential

But does not include information which –

1.1.5 is or hereafter becomes part of the public domain, otherwise than as a result of a breach or default of the receiving party or of a representative or associate of the receiving party;

1.1.6 can be shown to have been lawfully in the possession of the receiving party or its associates prior to disclosure and is not subject to an existing agreement between the parties or any of its associates;

1.1.7 is acquired by a party or its associates independently from a third party who lawfully acquired such information without restriction and who had not previously obtained the confidential information directly or indirectly under a confidentiality obligation from the divulging party or its associates;

1.1.8 is acquired or developed by a party or its associates independently of the other party and in circumstances which do not amount to a breach of the provisions of this agreement;

1.1.9 is disclosed or released by the receiving party to satisfy an order of a court of competent jurisdiction or to otherwise comply with the provisions of any law or regulation in force at the time or the requirements of any recognised stock exchange; provided that, in these circumstances, the receiving party shall advise the divulging party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the receiving party will disclose only that portion of the confidential information which it is legally required to so disclose; and the receiving party will use its reasonable endeavours to protect the confidentiality of such information to the widest extent lawfully possible in the circumstances (and the receiving party shall co-operate with the divulging party elects to contest any such disclosure);

1.2 "associate" a holding company and/or a subsidiary of a party and/or a subsidiary "of" a holding company of a party and/or any associated company of a party;

1.3 "divulging party" the party disclosing confidential information in terms of this agreement;

1.4 "receiving party" The party receiving confidential information from the divulging party;

1.5 "the parties" Amaltas and customer

2.1 AMALTAS and the Customer wish to discuss the possibility of the supply by Amaltas of certain services, detailed later in this agreement, which Customer may wish to acquire.

2.2 The parties anticipate that, in the course of their discussion and, if an implementation of such agreement, a party may disclose confidential information to the other party.

2.3 If the confidential information so disclosed is used by the receiving party for any purpose other than that for which its use is authorised in terms of this agreement or is disclosed or disseminated by the receiving party or another person or entity which is not a party of this agreement, this may cause the divulging party to suffer damages and material financial loss.

2.4 The parties have agreed to enter into this confidentiality and non-disclosure agreement, in the absence of which neither party would have disclosed any of its confidential information to the other.

3. USE OF CONFIDENTIAL INFORMATION

Any confidential information disclosed by a divulging party shall be received and used by the receiving party only for the limited purpose described in 2.1 above and in terms of any contract concluded pursuant thereto, and for no other purpose.

4.1 The receiving party undertakes to the divulging party that -

4.1.1 the receiving party will treat the divulging party’s confidential information as private and confidential and use the highest standard of care to safeguard it accordingly;

4.1.2 the receiving party will not use, whether for its own benefit or the benefit of anyone else, (except as permitted in 3 above) or disclose or divulge or copy or reproduce or publish or circulate or reverse or engineer and/or decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party to any other person or entity; and the receiving party shall take all such steps as may be reasonably necessary to prevent the divulging party’s confidential information falling into the hands of unauthorized persons or entities;.

4.1.3 the receiving party shall not, without the prior written consent of the divulging party, disclose the confidential information of the divulging party to any employee, consultant, professional adviser, supplier or sub-supplier or agent of the receiving party (collectively referred to herein as “representative”) of the receiving party or an associate to the receiving party, nor shall they be given access thereto by the receiving party; -

4.1.3.1. unless it is strictly necessary for the purpose referred to in 2.1 and 3 above; and

4.1.3.2. the receiving party shall have procured that the representative or associate and/or the associate’s representative to whom or to which such information is disclosed or made available shall have agreed, in writing, to be bound by all terms of this agreement, and the receiving party hereby indemnifies the divulging party against any loss, harm or damage which the divulging party may suffer as a result of the unauthorized disclosure of confidential information by such representative or associate.

4.2 Any documentation or written record or other material containing confidential information (in whatsoever form) which comes into the possession of the receiving party shall itself be deemed to form part of the confidential information of the divulging party. The receiving party shall, on request, and in any event if the discussions referred to in 2.1above should not result in an agreement, return to the divulging party’s confidential information which is in physical form (including all copies) and shall destroy any other records (including, without limitation, those in machine readable form) as far as they contain the divulging party’s confidential information.

This agreement shall commence or shall be deemed to have commenced on the earlier of the date of signature of this agreement by the last party to sign the agreement or the date on which the discussions referred to in 2.1 above shall have commenced, if the commencement of such discussions preceded the date of signature of this agreement by the last party to sign the agreement, and shall remain in force indefinitely thereafter (and, in any event, beyond the term of this agreement).

6.1 A party will not be obliged, by reason of this agreement, to disclose any of its confidential information to the other party or to enter into any further agreement or business relationship with the other party.

6.2 Each party shall retain the sole and exclusive ownership of intellectual property rights to its respective confidential information and no licence or any other interest of such confidential information is granted in terms hereof or by reason of its disclosure.

6.3 Other than the obligations set out in this agreement, no legal obligation will arise between the parties until signature of legal agreements between them in regard to the transaction envisaged in 2.1 above.

6.4 The termination of discussions without entering into an agreement in regard to the transaction envisaged in 2.1 above shall not release the parties from the obligations set out in this agreement.

7. ENFORCEMENT, GOVERNING LAWS AND JURISDICTION

7.1 This agreement shall be governed by and interpreted according to the laws of the Indian Jurisdiction. In the event of a conflict between or inconsistency in the laws applicable in the various provisions of Indian Penal code shall prevail.

7.2 The parties irrevocably submit to the non-exclusive jurisdiction of the High Court of Mumbai, India in respect of any action or proceeding arising from this agreement.

7.3 The parties agree that, in the event of a breach of this agreement, monetary damages would not be an adequate remedy. In the event of a breach or threatened breach of any provisions of this agreement by the receiving party, the divulging party (and/or its relevant associate) shall be entitled to injunctive relief in any court of competent jurisdiction and the receiving party shall reimburse the divulging party for any costs, claims, demands or liabilities arising directly or indirectly out of a breach. Nothing contained in this agreement shall be construed as prohibiting a party or its associate from pursuing any other remedies available to it for a breach or threatened breach.

8.1 The parties choose as their domicilia the address indicated in the heading to this agreement for the purposes of giving any notice, the payment of any sum, the serving of any process and for any other purpose arising from this agreement.

8.2 Each of the parties shall be entitled from time to time, by written notice to the other, to vary its domicilium to any other address which is not a post office box or poste restante.

8.3 Any notice required or permitted to be given in terms of this agreement shall be valid and effective only in writing.

8.4 Any notice given and any payment made by one party to the other (“the addressee”) which –

8.4.1 is delivered by hand during the normal business hours of the addressee at the addressee’s domicilium for the time being shall be presumed, until the contrary is proven, to have been received by the addressee at the time of delivery.

8.4.2 is posted by prepaid registered post from an address within the Republic of India to the addressee at the addressee’s domicilium for the time being shall be presumed, until the contrary is proved, to have been received by the addressee on the forth day after the date of posting.

8.4.3 is transmitted by facsimile to the addressee’s receiving machine shall be presumed, until contrary proved, to have been received within one (1) hour of transmission where it is transmitted during normal business hours or, if transmitted outside normal business hours, with one (1) hour of the resumption of normal business hours on the next normal business day.

9.1 The schedule annexed to this agreement shall be deemed to be part of this agreement.

9.2 No party shall be bound by any representation, warranty, undertaking, promise or the like not recorded in this agreement.

9.3 No addition to, variation or agreed cancellation of this agreement shall be of any force or effect unless in writing and signed by or on behalf of the parties.

9.4 Any indulgence, which either party may show to the other in terms of or pursuant to the provisions contained in this agreement, shall not constitute a waiver of any of the rights of the party, which granted such indulgence.

9.5 The parties acknowledge that this agreement and the undertakings given by it in terms hereof are fair and reasonable in regard to their nature, extent and period and go no further than is reasonably necessary to protect their interests of the parties.

9.6 The parties agree that, if any provision of this agreement is found by a court to be invalid, void or unenforceable, the remaining provisions shall remain in full force and effect.

9.7 The parties hereby confirm that they have entered into this agreement with full and clear understanding of the nature, significance and effect thereof and freely and voluntarily and without duress.

9.8 Neither party shall have the right to assign or otherwise transfer any of its rights or obligations under this agreement.

9.9 This agreement may be executed in several counterparts that together shall constitute one and the same instrument.

9.10 In this agreement, clause headings are for convenience and shall not be used in its interpretation.

7. Amaltas will place the orders based on vendor assessment and previous history of the supplier. However in case you require that orders be placed with a particular vendor, then the same will be done, however with the understanding that this buyer stipulated vendor is unknown to Amaltas. The degree of responsibility for such orders are at 50%.

8. Payments must be discussed prior to orders being placed, no production will be initiated without the same being put into place. There are only two options for payments.  L/C at sight  40% Advance Payment – balance 3 days before shipment.

9. Details for orders, prices, and deliveries will be strictly passed on to suppliers only by Amaltas personnel. This is to ensure that all specs are met, and the delivery schedule is realistically put into place. Information provided by vendors during meetings are to be verified with Amaltas before executing into purchase orders.

10. In case there is a problem as below: -

• Delivery is not made • Customer cancels the orders • Customers raises a claim • Vendor’s payments are held up • Vendor refuses to pay commissions • And other such related cases –

Amaltas will expect to get full cooperation from you in resolving these issues, wherein payments pending to be cleared, or payments to be held until commissions are paid, etc. Claims that are validated will be arbitrated by Amaltas however there will be no liability for the same on Amaltas

11. _____________________ will respect confidentiality of Vendor data, as well as pledge not to explore business with these sources either directly or indirectly now or in future, unless it is with the permission of Amaltas Int. All communications with Amaltas Supplied vendors will be c.c to Amaltas. Any break in communication or payment procedures therein will render all business with _____________________ null and void with immediate effect.

12. Amaltas will respect confidentiality of customer’s data, as well as pledge not to explore business with these sources either directly or indirectly now or in future, unless it is with the permission of _____________________

13. Amaltas will place the orders based on vendor assessment and previous history of the supplier. However in case _____________________ requires that orders be placed with a particular vendor, then the same will be done, however with the understanding that this buyer stipulated vendor is unknown to Amaltas. The degree of responsibility for such orders are at 50%.

14. Payments must be discussed prior to orders being placed, no production will be initiated without the same being put into place. There are only two options for payments. L/C at sight 40% Advance Payment – balance 3 days before shipment.

15. Details for orders, prices, and deliveries will be strictly passed on to suppliers only by Amaltas personnel. This is to ensure that all specs are met, and the delivery schedule is realistically put into place. Information provided by vendors during meetings are to be verified with Amaltas before executing into purchase orders.

16. In case there is a problem as below: -

• Delivery is not made • Customer cancels the orders • Customers raises a claim • Vendor’s payments are held up • Vendor refuses to pay commissions • And other such related cases –

Amaltas will expect to get full cooperation from _____________________ in resolving these issues, wherein payments pending to be cleared, or payments to be held until commissions are paid, etc. Claims that are validated will be arbitrated by Amaltas however there will be no liability for the same on Amaltas.

Amaltas Int. 604 Crystal Paradise, Datta Salve Road, off New Link Road, Andheri (W)- 400053 Email: info@amaltas.com Tel: 91 22 26733292/3328 Telfax: 91 22 66757848

All disputes will be resolved in an amicable manner, and may be put up for arbitration before a mutually agreeable party. Failure to resolve any dispute renders the above agreement terminated, However, the conditions of the same will remain binding on both parties until the next two years of the date of termination. Any infringement of these terms will be open to penalty to the tune of the commission amount that would have accrued from such business, and if necessary legal recourse will be taken. Jurisdiction for this agreement is under the Indian penal code. This agreement and clauses therein may be used as a point of reference for the same.