CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (the "Agreement") is made and entered into this __ Day of
____________, 2018, by and between

Augmont Gold Private Limited, a Company incorporated under Companies Act, 1956 having its office at
3rd Floor, Bullion House, 115 Tambakatta Lane, Zaveri Bazar, Mumbai - 400003 (hereinafter referred to as
‘______’ which expression shall, unless repugnant to the context in which it is used, include its successors and
administrators) of the FIRST PART

And

________________________________, having its office at ___________________________ (hereinafter

_________ and ____________ are referred to herein as a ‘Party’ and collectively as the ‘Parties’.

WHEREAS both the Parties possesses certain non-public, confidential and/or proprietary information
relating to Business and Operations of each other and which information Parties propose to disclose to the
other party (‘Confidential Information’) so as to enable the other Party to engage on various strategic
initiatives, (the ‘Permitted Use’);

For the purpose of this Agreement the Party disclosing Information shall be referred to as Disclosing Party
and the Party receiving Information shall be referred to as Receiving Party or Recipient”.

NOW, THEREFORE, in consideration of the mutual promises contained herein, Parties hereby agree as
follows:

1. The Receiving Parties agrees to hold the Confidential Information in confidence in accordance with
the provisions hereof. Such Information may be in any form including but not limited to oral, written
or printed information or information in electronic form, data, studies, consultants reports, trade
secrets, proformas and other financial and trade/commercial information, computer models and
programs, contracts, plant designs and configurations, plant performance data or other material of
any kind or nature in whatever form.

2. Without the prior written consent of Disclosing Party or except as otherwise provided herein, the
Receiving Party will not : (i) distribute or disclose to any other person any of the Confidential
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 Information; (ii) permit any other person to have access to the Confidential Information; (iii) use the
Confidential Information for any purpose other than the Permitted Use ; (iv) sell the Confidential
Information or replicate/modify/develop similar Confidential Information; (v) disclose such
Confidential Information to any contractor or other third party for a period of three (3) years from the
date of disclosure and shall protect such Confidential Information from inadvertent disclosure to a
third party using the same care and diligence that the Recipient uses to protect its own Proprietary
and Confidential Information, but in no case less than reasonable care. or (vi) disclose to any other
person (A) that discussions, investigations or negotiations are taking place concerning a possible
transaction between the Parties, or (B) the terms, conditions, status or other facts regarding a possible
transaction between the Parties. Notwithstanding the above, Receiving Party agrees that the
Disclosing Party may disclose the Confidential Information, and portions thereof to the Disclosing
Party’s directors, officers, employees, auditors and/or counsels (collectively, "Representatives") who
need to know such Confidential Information for the purpose of evaluating a possible transaction
between the Parties. It is understood that the Disclosing Party will inform its Representatives of the
confidential nature of the Confidential Information and will require its Representatives to be bound by
this Agreement and not disclose the Confidential Information to any other person. The Disclosing
Party agrees to be responsible for any breach of this Agreement by its Representatives. As used in
this Agreement, the term "person" shall be broadly interpreted to include, without limitation, any
corporation, company, partnership or individual.

3. In the event that the Receiving Party is required by law in any judicial or governmental proceeding or
otherwise to disclose any Confidential Information, the Receiving Party will give Disclosing Party
prompt written notice of such request so that Disclosing Party may seek a protective order or
appropriate remedy. If, in the absence of a protective order, the Receiving Party determines, upon the
advice of counsel, that it is required to disclose such Confidential Information, it may disclose such
Confidential Information only to the extent compelled to do so; provided, however, that the Receiving
Party gives Disclosing Party written notice of the portion of Confidential Information to be disclosed
as far in advance of the disclosure as is practicable and uses its best efforts.

4. Confidential Information does not include information that the Receiving Party can reasonably prove,
falls within any of the following: (i) information that either is legally in the Receiving Party’s
possession or publicly available to the Receiving Party prior to the disclosure of such information
hereunder; (ii) information that, subsequent to its disclosure hereunder, becomes publicly available to
the Receiving Party without any violation of this Agreement by the Receiving Party; (iii) information
that becomes legally available to the Receiving Party on a non-confidential basis from any third
party/person, the disclosure of which to the Receiving Party does not, to the Receiving Party’s
knowledge, violate any contractual or legal obligation such third party has to Disclosing Party with
respect to such information; or (iv) information that is explicitly approved for release by written
authorization of Disclosing Party.

5. For purposes of complying with the obligations set forth herein, the Receiving Party shall use efforts
fully commensurate with those that it employs for the protection of its privileged and confidential
information.

6. No license expressed or implied in the Confidential Information is granted to the Receiving Party
other than to use the information in the manner and to the extent authorized by this Agreement.

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7. Disclosing Party makes no representation or warranty, express or implied, as to the accuracy or
completeness of its Confidential Information. Neither Disclosing Party, nor any of its respective
affiliates, officers, directors, employees, agents or controlling persons shall have any liability to the
Receiving Party or any other person resulting from the Receiving Party’s or such other person's use of
the Confidential Information.

8. The Receiving Party agrees that Confidential Information is and shall at all times remain the property
of Disclosing Party. The Receiving Party acknowledges that the Confidential Information is
confidential and material to the interests, business and affairs of Disclosing Party and that the
disclosure thereof (other than as permitted under this Agreement) would be detrimental to the
interests, business and affairs of Disclosing Party. No use of such Confidential Information is
permitted except as otherwise provided herein and no grant under any of Disclosing Party’s
intellectual property rights is hereby given or intended, including any license (implied or otherwise).

9. Upon the request of Disclosing Party, the Receiving Party will return or destroy all Confidential
Information and any notes, correspondence, analyses, documents or other records containing
Confidential Information, including all copies thereof, then in the possession of the Receiving Party or
its Representatives. Such return, however, does not abrogate the continuing obligations of the
Receiving Party under this Agreement.

10. The obligation of the Receiving party to comply with the provisions contained herein shall continue
for a period of 3 (Three) years commencing upon the date hereof. However, the requirement to protect
Confidential Information disclosed under this Agreement shall survive termination of this Agreement.

11. This Agreement and the Recipient's obligations hereunder shall be binding on the successors of the
Recipient and shall inure to the benefit of the successors and assigns of the Disclosing Party.

12. The Recipient hereby agrees to indemnify the Disclosing Party against any and all losses, future
earnings, damages, claims, or expenses incurred or suffered by the Disclosing Party as a result of the
Recipient’s breach of this Agreement.

13. The Recipient understands and acknowledges that any disclosure or misappropriation of any of the
Confidential Information in violation of this Agreement may cause the Disclosing Party irreparable
harm, the amount of which may be difficult to ascertain and, therefore, agrees that the Disclosing Party
shall have the right to apply to a court of competent jurisdiction for an order restraining any such
further disclosure or misappropriation and for such other relief as the Disclosing Party shall deem
appropriate. Such right of the Disclosing Party shall be in addition to remedies otherwise available to
the Disclosing Party at law or in equity.

13. The Parties understand and agree that no failure or delay by either Party 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.

14. This Agreement shall be governed and construed in accordance with the laws of India.

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15. This Agreement may be executed in counterparts, each of which when taken together shall constitute
one and the same instrument.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly
authorized officer as of the date first written above.

For Augmont Gold Private Limited For __________________________

By: By:
Title: Title:
Date: Date:

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