MUTUAL NON-DISCLOSURE AGREEMENT

This MUTUAL NON-DISCLOSURE AGREEMENT (Agreement) is between I Corporate having its registered office at E-4 , 2:2 , Gomti

Apts , Sec 8B, C.B.D , Navi Mumbai - 400614 (individually a Party and collectively , the parties) and governs the terms and conditions under

which one Party makes certain disclosures (the Disclosing Party) to other Party (the Receiving Party) regarding a potential business

transaction.

1. Confidential Information. Confidential information means all, or any part of, and originals or copies of , any proprietary that is

disclosed by the Disclosing Party to the Receiving party Which relates to the Disclosing Partys business , in whatever form embodied

(e.g. , oral , written , electronic) and which should be reasonably understood by Receiving Party as the confidential or proprietary

information of Disclosing party and all information concerning the Disclosing partys past , current and planned products , services, fees,

concepts, methodologies , research, services , business activities , marketing plans and other proprietary information, but excluding (a)

information that at time of disclosure was , or becomes , part of the public domain (through a source other than receiving party ); (b)

information lawfully obtain from third party that was not under and did not impose and obligation of confidentiality with the respect to

such information ;(c) information is independently developed by the receiving party without use of , or reference to, confidential

Information ; and (d) information that s known b receiving party prior to disclosure by the disclosing party (as evidenced within the

records).

2. Treatment of Confidential Information. The Receiving Party shall hold the Confidence at all times in perpetuity and shall not use or

disclose the Confidential Information without the prior written consent of the disclosing party , which consent may be with held at the

Disclosing partys sole discretion . the receiving party shall (a) use Confidential Information only for the purpose of discussing a

potential business transaction between the Parties ;(b) not copy any Confidential information except as except as expressly permitted by

the Disclosing Party;(c) not disclose Confidential Information to any third party excepts as expressly permitted in writing by the

disclosing party and then only if such third party has executed a non-disclosure agreement in form and substance satisfactory to the

Disclosing party;(d) limit dissemination of Confidential Information to its officers and employees that need to know such Confidential

Information provided that the receiving Party inform such Confidential Information confidentially; (e) not remove or obscure proprietary

rights notices that appear on Confidential Information and copies thereof ; and (f) advise the Disclosing Party promptly in writing of any

unauthorized disclosure or use of confidential Information . The receiving party shall return all confidential information to the Disclosing

Party and will not retain any copies, extracts or other reproductions in whole or in part of such material

ten (10) days following the Disclosure Partys demand.

3. Required disclosure of confidential Information. Notwithstanding the foregoing, if the Receiving party or any of its representatives

are required (by oral question or request for information or documents in legal proceedings or similar process) to disclose any confidential

Information, the Receivings Party will promptly notify the Disclosing Party of such requirements so that the Disclosing party may seek

an appropriate protective order and /or waive the Receiving partys compliance with the provisions of this Agreements. If , in the absence

of a protective order or the receipt of a waiver hereunder, the Receiving Partys or any of its representative are nonetheless , in the

reasonable written opinion of counsel , compelled to disclose Confidential information to any tribunal or else stand liable for contempt or

suffer other censure or penalty , the Receiving Party or any of its representative , after notice to the Disclosing Party , may disclose such

confidential Information to such tribunal. The Receiving party and its representative shall not be liable for the disclosure of Confidential

Information hereunder to such tribunal compelling such disclosure unless such disclosure to such tribunal was caused by or resulted from

a previous disclosure by the receiving party and its representative not permitted by this Agreement Nonetheless, the receiving party shall

take all steps necessary to safeguard the confidentially of the confidential Information.

4. No license, conveyance, or warranty. Nothing in this Agreement shall convey to the Receiving party any right title , interest or license

in , or to , any Confidential Information , materials , other information received from the Disclosing party , or any trademark , trade name

, or any other intellectual property rights of the Disclosing Party. Nothing in this agreement shall constitute an inducement of any kind, or

any representation, warranty assurance, or guarantee with respect to the non-infringement of trademarks, patents, copyrights,

methodologies, intellectual property rights or processes, or any other property rights of third persons or of the Disclosing Party. ALL

CONFIDENTIAL INFORMATION FURNISHED UNDER THIS AGREEMENT IS PROVIDED BY THE DISCLOSING PARTY AS

IS, WITH ALL FAULTS. THE DISCLOSING PARTY DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED,

E-4/ 2:2, Gomti Apts, Sector 8B, CBD Belapur, Navi Mumbai 400614.

REGADING THE ACCURACY, COMPLETENESS, PERFORMANCE, MERCHANTABILITY, FITNESS FOR USE,

NONINFRINGEMENT OR OTHER ATTRIBUTES OF ITS CONFIDENTIAL INFORMATION.

5. Injunctive relief. The parties acknowledge and agree that any breach of this agreement will cause the Disclosing party immediate

irreparable harm for which money damages will be insufficient redress. Accordingly , the Disclosing Party shall be entitled to immediate

injunctive relief for such breach in addition to any other right or remedy that the discharge party may have at law or in equity.

6. Miscellaneous. This Agreement shall be governed for all purposes by the laws of the state of Maharashtra except for such states conflicts

of law principles. The state and high court situated in Maharashtra shall have exclusive jurisdiction over any and all disputes relating to

this Agreement other than the granting of equitable relief to enforce this Agreement. If any provision of this agreement is declared void or

unenforceable , such provision shall be severed from this Agreement which shall otherwise remain in full force and effects, but only to

the extent that the original intent of this Agreement would not be altered in any material respect. In the event any suit or other action is

commenced to construe or enforce any provision of this agreement, The Receiving party, in addition to all other amounts the Disclosing

Party shall be entitled to receive from the Receiving Party, shall pay to the disclosing partys reasonable attorneys fees and court costs.

This Agreement may be amended only by a writing executed by the Parties. This Agreement constitute the entire agreement between the

parties with respect to the subject matter hereof and their respective successors assigns. No delay or failure of either Party to exercise any

right or remedy available to it pursuant to this Agreement shall operate as a waiver of such right or remedy.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the ________day of __________, 2011.

Mr. Vinayak Joshi

By: __________________________________

Print Name: ___________________________

Print Title: ____________________________

Icorporate

By: ______________________

Aasim Shaikh

(General Manager Trainings Wing)