MUTUAL CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT

This Mutual Confidentiality and Non-Disclosure Agreement (“Agreement”) dated _______________ (“Effective
Date”) is entered into between QSS Technosoft Inc, a company incorporated under the provisions of the
Companies Act, 1956, having its Registered Office at 215 East 78th Street – Suite 200, Bloomington, Minnesota
55420 (“QSS Technosoft Inc”), and ___________, a company incorporated under the provisions of the
Companies Act, 1956, having its Registered Office at____________________________ (“Company”).

1. Disclosure of Confidential Information Party and its Representatives will immediately notify
Disclosing Party of any use or disclosure of the
Either party may disclose (“Disclosing Party”) to the Confidential Information that is not authorized by this
other party (“Receiving Party”), either orally or in any Agreement. Receiving Party and its Representatives
recorded medium, information comprising or relating to will use its best efforts to assist Disclosing Party in
its: techniques, schematics, designs, contracts, remedying any such unauthorized use or disclosure of
financial information, sales and marketing plans, the Confidential Information.
business plans, clients, client data, business affairs,
operations, strategies, inventions, methodologies, The obligations contained in this Section 2 will not
technologies, employees, subcontractors, pricing, apply to the extent that Receiving Party can
service proposals, methods of operations, procedures, demonstrate that the Confidential Information: (a) was
products and/or services ("Confidential Information”). part of the public domain at the time of disclosure or
Confidential Information shall include all nonpublic properly became part of the public domain, by
information furnished, disclosed or transmitted publication or otherwise; (b) was rightfully acquired by
regardless of form. Receiving Party prior to disclosure by Disclosing Party;
(c) was independently developed by Receiving Party
2. Confidentiality or its Representatives without reference to the
Confidential Information; or (d) is required to be
Receiving Party will use the Confidential Information disclosed by a government agency or by a proper
solely in furtherance of the actual or potential business court of competent jurisdiction; provided, however, that
relationship between the parties. Receiving Party shall Receiving Party and its Representatives shall provide
not copy, reproduce or use the Confidential Disclosing Party prompt prior written notice of such
Information in any way that is directly or indirectly requirement, shall consult with and assist Disclosing
detrimental to Disclosing Party or its subsidiaries or Party in obtaining a protective order prior to such
affiliates, and shall not disclose the Confidential disclosure, and shall only disclose the portion of
Information to any unauthorized third party without Confidential Information which it has been advised by
written authorization by the Disclosing Party. written opinion of counsel is legally required to be
Receiving Party shall ensure that access to disclosed and shall use its best efforts to obtain
Confidential Information is granted only to those of its assurance that confidential treatment will be accorded
employees or agents (“Representatives”) who have a such information if the protective order is not obtained
demonstrated need to know such information in order or if Disclosing Party waives disclosure of such
to carry out the business purpose of this Agreement. information.
Prior to disclosing any Confidential Information to such
Representatives, Receiving Party shall inform them of 3. Ownership of Materials/No Warranty
the confidential nature of the information and their
obligation to refrain from disclosure of the Confidential Disclosing Party retains all rights, title and interest to
Information. Receiving Party and its Representatives its Confidential Information. No license under any
will take all reasonable measures to maintain the trademark, patent or copyright, or application for same
confidentiality of the Confidential Information, but in no which are now or hereafter may be obtained by
event less than the measures it uses for its own Disclosing Party is either granted or implied by the
information of similar type. Receiving Party and its disclosure of Confidential Information. Confidential
Representatives shall not disclose to any person Information is provided “as is” with all faults. In no
including, without limitation, any corporation, event shall Disclosing Party be liable for the accuracy
sovereign, partnership, limited liability company, entity or completeness of the Confidential Information.
or individual (i) the fact that any investigations,
discussions or negotiations are taking place 4. Term
concerning the actual or potential business
relationship between the parties, (ii) that it has Unless renewed for a further period, this Agreement
requested or received Confidential Information, or (iii) shall terminate Two (2) years from the Effective Date.
any of the terms, conditions or any other fact about the Receiving Party’s obligations with respect to
actual or potential business relationship. Receiving confidentiality shall survive for a period of 5 years from
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Wipro Mutual NDA Rev. 1-05
 MUTUAL CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT

the date of expiry or earlier termination of this written consent of the other party. This Agreement
agreement. shall be binding upon and inure to the benefit of the
parties permitted successors and assigns.
5. Return of Confidential Information
d) This Agreement may be amended or
Upon written request of Disclosing Party, Receiving supplemented only by a writing that is signed by duly
Party and its Representatives shall promptly return to authorized representatives of both parties.
Disclosing Party all copies of Confidential Information
in its possession including, without limitation, all copies e) No term or provision hereof will be considered
of any analyses, compilations, studies or other waived by either party, and no breach excused by it,
documents prepared by Receiving Party or its unless such waiver or consent is in writing signed an
Representatives containing or reflecting any authorized representative of the non-breaching party.
Confidential Information. Receiving party shall certify No consent to, or waiver of, a breach by a party,
in writing that it and its Representatives have returned whether express or implied, will constitute a consent
all such information to Disclosing Party. to, waiver of, or excuse of any other, different, or
subsequent breach.
6. General
f) Either party may terminate this Agreement upon
a) This Agreement shall be governed by and service of 60 days prior written notice to the said effect
construed in accordance with the laws of India and is on the other party.
subject to the exclusive jurisdiction of the Courts of
Bangalore, India and may be modified or waived only g) If any part of this Agreement is found invalid or
in writing and signed as accepted by both the Parties. unenforceable, that part will be amended to achieve as
nearly as possible the same economic and legal effect
b) Receiving Party agrees that the breach of the as the original provision and the remainder of this
provisions of this Agreement by it, will cause Agreement will remain in full force.
Disclosing Party irreparable damage for which
recovery of money damages would be inadequate. h) This Agreement constitutes the entire agreement
Disclosing Party will, therefore, be entitled to obtain between the parties relating to this subject matter and
timely injunctive relief to protect its rights under this supersedes all prior or simultaneous representations,
Agreement in addition to any and all remedies discussions, negotiations, and agreements, whether
available at law or in equity. Receiving Party and its written or oral.
Representatives hereby irrevocably and
unconditionally consent to submit to the exclusive
jurisdiction of the courts of Bangalore for any actions,
suits or proceedings arising out of or relating to this
Agreement and the transactions contemplated hereby
(and agree not to commence any action, suit or
proceeding relating thereto except in such courts), and
further agree that service of any process, summons,
notice or document by registered mail or tracked
courier service to the address set forth above shall be
effective service of process for any action, suit or
proceeding brought against Receiving Party and its
Representatives in any such court. Receiving Party
and its Representatives hereby irrevocably and
unconditionally waive any objection to the laying of
venue of any action, suit or proceeding arising out of
this Agreement or the transactions contemplated
hereby in the courts of Bangalore and hereby further
irrevocably and unconditionally waive and agree not to
plead or claim in any such court that any such action,
suit or proceeding brought in any such court has been
brought in an inconvenient forum.

c) Neither party may assign any of its rights or

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

Wipro Enterprise Pvt ltd Company

By: By:

Name: Name:

Title: Title:

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