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APT Group Ltd.

Cleveland House Middlesbrough, TS2 1AA


Date: 24/05/2011

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Parties: 1. ALTSE Technologies Pvt. Ltd. No. 68 & 69 1st Main Road MGR Nagar Mathura Mettupalayam Puzhal Post Chennai 600 066 India 2. APT Group Ltd, Cleveland House, Middlesbrough TS21AA together the Parties and individually a Party. The Parties require a confidentiality agreement to govern the disclosure of information including, but not limited to, business methodology, price lists, software and the areas set out at paragraph 9 below ("Confidential Information"), from a Party (the Disclosing Party) to the other Party (the Receiving Party). Operative provisions: 1. The Receiving Party shall keep the Confidential Information confidential and shall not disclose it to any person other than as permitted by Clause 3 and other than to the Receiving Partys directors, officers, employees and professional advisers and consultants (the Representatives) who need to know such Confidential Information for the purposes of the Project. The Receiving Party shall be responsible for any disclosure of Confidential Information by any of the Representatives. The Receiving Party shall only use the Confidential Information for the purposes of the Project. The restrictions set out in Clauses 1 and 2 shall not apply to any part of the Confidential Information which :a) is, at the time of disclosure to the Receiving Party or becomes thereafter, part of the public domain, other than as a result of a disclosure by the Receiving Party; or was, at the time of disclosure to the Receiving Party, already in the possession of the Receiving Party on a lawful basis; or after the time of disclosure to the Receiving Party is lawfully acquired by the Receiving Party from a third party who is under no obligation of confidence to the Disclosing Party; or is required to be disclosed by the Receiving Party or its Representatives by applicable law or by any judicial, administrative or stock exchange process.

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Company Registration Number: - 05360329 Cleveland House, Middlesbrough, TS21AA

APT Group Ltd.


Cleveland House Middlesbrough, TS2 1AA

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The Receiving Party shall use all reasonable and prudent efforts to protect and safeguard the Confidential Information from loss, theft, destruction and the like. Neither Party shall, without the prior written consent of the other Party, disclose that Confidential Information has been supplied to either Party or that the Parties are participating in the Project. The Receiving Party shall restrict the copying or reproduction of the Confidential Information to the extent required to evaluate the Confidential Information and participate in the Project. The Receiving Party shall return the Confidential Information to the Disclosing Party as soon as practicable and shall not retain and copies or other reproductions or extracts. At such time, the Receiving Party shall use its best endeavours to destroy all documents, memoranda, notes and other writings (including those in electronically generated form) prepared by the Receiving Party and which are based on or arising out of the Confidential Information. Such destruction shall be certified in writing to the Disclosing Party by the Receiving Party, in a form reasonably satisfactory to the Disclosing Party. Provided that the Receiving Party shall not be required to destroy documents which it is necessary to retain in connection with the Receiving Partys management decision-making purposes. Unless otherwise agreed by the Disclosing Party, the Confidential Information shall be and shall remain the sole property of the Disclosing Party. Confidential Information shall be deemed to include commercial and/or technical information in oral, written or electronically stored form, as well as the work product of the Receiving Party, which is derived directly or indirectly from the information. With this agreement the Receiving party accepts that they would be dealing only with the official representative of the Disclosing party and no one other than that. The Receiving party would make necessary arrangements for the official representative of the disclosing party to visit the centre and be a part of the pre-recruitment and post-recruitment process. The visit of the representative must happen within the next 15 days of the receipt of the agreement. The official representative would collect the signed copy of the agreement from the receiving party. The signing of the NDA still doesnt by any means suggest that the process is going to go live at the receiving partys premises.

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Company Registration Number: - 05360329 Cleveland House, Middlesbrough, TS21AA

APT Group Ltd.


Cleveland House Middlesbrough, TS2 1AA
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The terms of this Agreement remain in force for a period of [ 3 ] years from the date of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of England and the Parties submit to the exclusive jurisdiction of the English courts.

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APT Group Limited

Call Center Name

By: By: James R Foster Position: Position: Director Business Development ( South Asia & South East Asia) Date: Date: 24/05/2011 Signed:

Signed:

Company Registration Number: - 05360329 Cleveland House, Middlesbrough, TS21AA

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