Mutual Non-Disclosure Agreement

This Non-Disclosure Agreement (“Agreement”) is made on 14

day of September, 2020 (“Effective Period”).

BY AND BETWEEN

Ryan, a company incorporated under the Companies Act, 1956

and having its registered office at 101, Shanti Nagar, Khar,

Mumbai 400020 (hereinafter referred to as the “First Party”,

which expression shall unless repugnant to the context or

meaning thereof, include its successors in interests and assigns)

OF THE ONE PART;

AND

Fimetal, a company incorporated under the companies act, 2013

and having its registered office at 406, MotiMahal, Linking Road,

Bandra, Mumbai 400809 (hereinafter referred to as the “Second

Party”, which expression shall unless repugnant to the context or

meaning thereof, be deemed to mean and include its successors

and permitted assigns) OF THE OTHER PART;

First Party and Second Party are hereinafter collectively called the

“Parties” and individually as “Party”.

WHEREAS
1. The First party is in the business of manufacturing automobiles

and is willing to buy bearings from the Second Party, as per their

specifications and designs.

2. The Second party is engaged in the business of manufacturing

of bearings and has agreed to manufacture and supply bearings to

first party as per their specification and design.

3. The Parties herein wish to pursue wish to pursue discussions

and negotiate with each other for the purpose of entering into a

potential contract in relation to the supply of bearings(”Proposed

Transaction”);

4. The Parties contemplate that with respect to the Proposed

Transaction, both the parties may exchange certain information,

material and document relating to each other’s business, assets,

financial condition, operations, plans and/or prospects of their

businesses (hereinafter referred to as “Confidential Information”,

more fully detailed in clause 1 herein below) that each party

regards as proprietary and confidential; and

5. In consideration of the mutual promises and agreements

between the Parties hereto, the Parties have agreed to enter into

this Agreement to govern the terms and conditions of their

association.
NOW, THEREFORE, IN CONSIDERATION OF THE

REPRESENTATIONS AND AGREEMENTS CONTAINED

HEREIN, THE PARTIES HEREBY COVENANT AND AGREE AS

FOLLOWS:

1.”Confidential Information” shall mean and include any or all

information disclosed to or otherwise acquired or observed by, one

party to other party, including its affiliated companies, directors,

officers and employees or any other person acting for and/or

behalf of one party, either directly or indirectly, in writing, orally,

electronically, photographically, or machine readable form or in

recorded or any other form, including but not limited to, all sales

and operating information, existing and potential business and

marketing plans and strategies, trade secrets, network

information, configurations, trademarks, brand name, know-how,

financial information, design, drawings, specifications, data media,

source codes, technical information, devices, concepts, reports,

methods, and the like, whether or not the foregoing information is

patented, tested, reduced to practice, or subject to copyright with

regard to the past, current or future affairs.

Notwithstanding the above, “Confidential Information” shall not

mean and include any information which:

(a) was in public domain at the time it was disclosed or has

entered the public domain through no fault of either Receiving

Party;

(b) was rightfully in the possession of either party without any

obligation of confidentiality; or

(c) is disclosed or is required to be disclosed under any relevant

law, regulation or order of court, provided the other party is given

prompt notice of such requirement or such order and provided the

opportunity to contest it, and the scope of such disclosure is

limited to the extent possible.

2. Non-disclosure:

The parties shall use the Confidential Information only for the

Proposed Transaction and not disclose any or part or summary or

extract of the Confidential Information to any third party, including

third parties affiliated with other Party, without the Party’s prior

written consent, which prior consent the parties may refuse to

give without assigning any reasons. The Parties shall take all

reasonable measures to protect the secrecy of and avoid

disclosure or use of Confidential Information of the other Party in

order to prevent it from falling into the public domain. Such

measures shall include, but not be limited to, the highest degree

of care and protection that Parties would utilize to protect their

own Confidential Information. The parties shall ensure that unless

expressly permitted under this Agreement, no third party is given

access to the other Party’s database. However, the Parties shall

reveal the Confidential Information to those of its officers,

contractors, agents, related entities, employees and authorized

representative who are directly involved in providing the service or

who may have legitimate “need to know” the Confidential

Information for the purpose of this Agreement and shall procure

that each of them complies with the obligation to keep the

Confidential Information to themselves. Both Parties agree to

notify the other Party immediately in writing if it learns of any

actual or suspected misuse or disclosure of the Party’s Confidential

Information in violation of the terms of this Agreement.

3. Use of Information: The Parties agree that neither of the

Parties will use the Confidential Information of the other Party,

directly or indirectly with an intention of adversely affecting the

other Party, its business or its affiliates, for other than the purpose

set forth in this Agreement. Any use contrary to this Agreement or

modification of the Confidential Information without the written

consent of either Party is prohibited.

4. Return of Confidential Information: Both the Parties, upon

written demand of either Party shall cease using the Confidential

Information, return all the tangible material embodying any

Confidential Information provided hereunder and all other

documents or materials based on or including any Confidential

Information, in whatever form of storage to the Party that makes

such demand, within seven (7) days after receipt of notice. Upon

such return, the Parties shall certify in writing that the other Party

has complied with the obligations set forth in this paragraph.

5. No Warranties: The Confidential Information shared herein by

either Parties is shared as is, without any warranties. The Parties

shall disclaim any liability that may be based on the Confidential

Information in the case of fraud and gross negligence.

6. No obligations: Neither Party, by virtue of this Agreement

shall make any commitment or incur any expense in the name of

the other Party. The execution and/or the performance of this

Agreement shall not be deemed to have established any joint

venture or partnership or have created the principle agent

relationship between the Parties.

7. Remedies:The Parties each expressly agree and acknowledge

that the obligations set forth in this Agreement are necessary and

reasonable in order to protect the other Party and its business.

The Parties agree that no monetary damage would be adequate to

compensate the other Party for the breach of any agreements set
forth in this Agreement and that such breach would cause the

other Party irreparable damage. The Parties also agree and

acknowledge that the affected party, in addition to other remedies

available in law, in equity or otherwise, is entitled to specific

performance or injunctive relief as one of the remedies for the

breach or threatened breach of this Agreement.

8. Validity: This Agreement shall commence from the date of its

execution and shall continue to be in force at all times even after

the cessation of the Proposed Transaction. The obligations of the

Parties with respect to disclosure and confidentiality shall continue

to be binding and applicable without limit in point in time except

unless terminated voluntarily, in writing and/or until such

information enters the public domain.

9. Termination: This Agreement is intended to cover Confidential

Information disclosed by both the Parties. This Agreement may be

terminated by either party without assigning any resean thereof

by giving to the other Party not less than thirty (30) days prior

written notice.

10. Survival: All provisions that logically ought to survive

termination of this Agreement shall survive.

11. Non-Solicitation: Both the parties agree that during the term

of this Agreement, neither party will solicit nor otherwise

encourage the employees of the other Party or their affiliates to

seek employment with it or any of its affiliates.

12. Indemnity: Both the Parties hereby provide complete

indemnity to the other Party for any loss or damage caused to the

other party or any of its affiliates or assignees due to any default

in the performance of its obligations under this Agreement.

13. Applicable law and Dispute Resolution: This Agreement

shall be governed in accordance with the laws of India, all the

disputes, claims, suits and actions arising out of this Agreement

shall be subject to the jurisdiction of the courts at Mumbai,

Maharashtra, India and shall be referred to Arbitration as

contemplated under the Arbitration Act, 1996 or any amendments

thereof.

14. Severability: If any provision of this Agreement is held to be

invalid or unenforceable to any extent, the remainder of this

Agreement shall not be affected and each provision of this

Agreement shall be valid and enforceable to the fullest extent

permitted by law. Any invalid or unenforceable provision of this

Agreement shall be replaced with a provision which is valid and

enforceable and most nearly reflects the original intent of the

unenforceable provision.
15. Entire Agreement and Assignment: The terms and

conditions herein constitute the entire agreement and

understanding of the parties and shall supersede all

communications, negotiations, arrangements and agreements,

either oral or written, with respect to the subject matter hereof.

Neither this Agreement, nor any right granted hereunder shall be

assignable to otherwise transferable.

16. Amendments: This Agreement may be and shall be

amended, modified or cancelled in whole or in part, only by

written instrument signed by the Parties hereto which makes

specific reference to this Agreement or which specifies that this

Agreement is being modified, amended or cancelled.

17. Counterparts: This Agreement may be executed in one or

more counterparts, all of which together shall constitute a single

agreement between the Parties with the same effect as if all the

signatures were upon the same agreement.

18. Notices: The parties shall give all the notices in writing by (i)

personal delivery (ii) nationally recognized courier service (iii) first

class registered or certified mail, to the official and registered

address of the Parties. A notice given under this Agreement will be

effective on the other party’s receipt of it.

IN WITNESS WHEREOF the parties hereto have put their

respective seal and signatures on this Agreement on the day,

month and year first hereinabove mentioned.

Ryan Fimetal
First Party Second Party
Date: 14 September 2020.