MUTUAL NON-DISCLOSURE AGREEMENT
This mutual non-disclosure agreement (“Agreement”) is entered into on 04/12/2025 (the “Effective Date”)
between RSN Engineering and Construction Company, a company incorporated under the provisions of
the Companies Act, 1956 and having its registered office at No.3, Gowri Ammal Street, Rajagopal
Nagar, Porur, Chennai - 600116, Tamil Nadu, and FICHTNER CONSULTING ENGINEERS (INDIA)
PVT. LTD., a company incorporated under the CIN U74210TN1987PTC014366 and having its registered
office at 9th Floor, Menon Eternity, St. Mary’s Road, Alwarpet, Chennai 600018, Tamil Nadu, India.,
intend to disclose information to each other for _____________________ (the “Purpose”);
and
The parties are entering into this agreement to record in writing the terms and conditions on which the
Confidential Information (as defined herein below) is to be disclosed by one party to the other party.
1 In addition to the terms defined elsewhere in this agreement, the following terms shall have the
meaning stated herein below:
1.1 “Confidential Information” means all information and material of whatever nature written or
printed or information in electronic form, data, studies, consultants reports, trade secrets,
proformas, drawings, designs and other financial and trade/commercial information, computer
models and programs, contracts or other material of any kind or nature disclosed by or on behalf of
one party ("Disclosing Party") to the other Party ("Receiving Party") or the Receiving Party’s
Representative(s) in connection with the Purpose.
1.2 "Representative" means the Receiving Party’s employees, directors, agents, affiliates, subsidiaries
including without limitation, their attorneys, consultants, lenders and financial advisors.
2. The Receiving Party hereby acknowledges that the Confidential Information is being made
available to it for the Purpose and accordingly undertakes that, subject to paragraph 3 below and
for the Term (defined hereinbelow) of this agreement, the Receiving Party and its Representatives
shall keep confidential and, unless with the prior written consent of the Disclosing Party, will not
disclose to any third party any Confidential Information; provided that any such information may
be disclosed to those Representatives of the Receiving Party who in each such case need to know
such information for the Purpose and who in each such case agrees to keep such information
confidential and to be bound by the terms of this agreement.
3. The obligations in clause 2 above shall not apply in respect of disclosure or use of any Confidential
Information that is:
3.1 at the time of such disclosure or use, already in the public domain through no act of the Receiving
Party or any of its Representatives; or
3.2 already known to the Receiving Party on a non-confidential basis prior to disclosure by or on behalf
of the Disclosing Party; or
3.3 has been lawfully disclosed to the Receiving Party by a third party which is not under an obligation
of confidentiality with respect to such information; or
3.4 required to be disclosed by the Receiving Party or its Representative(s); or pursuant to any applicable
law, court order or the rules, regulations or direction of any government, statutory or regulatory
authority or securities exchange; or
3.5 is independently developed by the Receiving Party without the use of Confidential Information.
4. For the avoidance of doubt, nothing in this Agreement shall be construed as:
4.1 a guarantee, representation, warranty, undertaking or assurance by the Disclosing Party or its
Representatives as to the completeness or accuracy of all or any of the Confidential Information; or
4.2 creating or suggesting a partnership or any other form of association between the parties; and
4.3 giving a party the power or authority to represent or bind the other party.
5. It is understood that this agreement is only for sharing of Confidential Information and does not
obligate either party to enter into any further agreement, with respect to any matter arising out of
or pertaining hereto.
6. This agreement shall be valid for a period of Three (3) year from the date of execution hereof (Term).
The obligations of the Receiving Party relating to confidentiality and non-disclosure of
Confidential Information received pursuant hereto shall survive for a period of five (5) years after
expiry of the Term or earlier termination of this Agreement. This Agreement shall terminate on the
earlier to occur of: (a) mutual termination in writing; (b) either Party giving the other Party a thirty
(30) days’ prior written notice of it ceasing to be interested in the Purpose; or (c) Parties entering
into definitive agreement(s) in relation to the Purpose. Termination of this Agreement shall not
affect any accrued rights or remedies to which the Parties are entitled.
7. The Receiving Party acknowledges and agrees that for any breach of this agreement the Disclosing
Party shall be entitled to the remedies of injunction and specific performance.
8. No party shall be entitled to assign, or in any manner transfer its interest and obligations under this
agreement, in whole or in part, without the prior written consent of the other party.
9. Each of the parties hereby warrants and represents to the other, that it is duly organized and validly
existing under law and has all requisite legal power, corporate approvals and authority to execute
this agreement and carry out the terms, conditions and provisions hereof.
10. Any notice or other communication to or by any party to this agreement shall be given in writing
to the other party concerned at the address hereinabove mentioned or such other address as the
party has notified to the other party in writing by Registered AD or Courier or Hand Delivery.
11. No failure or delay by any party to this agreement in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
12. This agreement shall be governed and construed in accordance with the laws of India. The
competent Courts at Chennai shall have exclusive jurisdiction to entertain and try any application
arising out of or in relation to anything contained in this agreement.
13. Any amendment, change or modification to this agreement shall be valid only if the same is in
writing and signed by the duly authorized representative of each of the Parties to this agreement.
For and on behalf of ___________________
Sign: __________________
Name: ________________
Position: __________________
For and on behalf of Fichtner Consulting Engineers (India) Pvt. Ltd.
Sign: __________________ Name: ________________
Position: __________________ Name: ________________
Sign: __________________ Position: __________________