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CONFIDENTIALITY and NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (the Agreement) is entered into on

________________ (“Effective Date”), by and between:

AMBICA INTERNATIONAL CORPORATION, a corporation existing under The laws of

the Philippines, with a principal office at #9 Amsterdam Extension, Merville Park Subdivision,
Parañaque City, Philippines, herein referred to as “AMBICA”

And

Medopharm Pvt LtdCOMPANY a Private Limited Companycorporation existing under the

laws of the India___________, with principal office at _______________________________ #
25, Puliyur 2nd Main Road, Trustpuram, Chennai-600024, Tamilnadu, India, herein referred
to as “MPL”.____________.

AMBICA and MPLCOMPANY may also hereinafter individually be referred as a “Party” or

Collectively as the “Parties”.

WITNESSETH THAT:

WHEREAS, AMBICA and MPLCOMPANY desire to exchange certain confidential

information in order to evaluate their interest in entering into a possible business relationship
and,

WHEREAS, AMBICA and MPLCOMPANY desire to assure the confidential status of their
respective information exchanged in the course of the Evaluation.

NOW, THEREFORE, the Parties hereby agree as follows:

1. Purpose
The Parties agree to enter into a confidential relationship with respect to the
disclosure of certain proprietary and confidential information (Confidential
Information).

2. Definition of Confidential Information.

In the course of the Evaluation, on or after the Effective Date, each Party may,
itself or through any of its Affiliates, disclose information, data and/or material
concerning its or its Affiliates’ assets and /or businesses, including without
limitation products, customers, sales and marketing capability and technical or

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non- technical data, know-how and, information samples and prototypes, in oral,
written, visual, graphic, electronic, machine, recognizable, or other form or
medium, to the extent that such Party deems disclosing and necessary or useful
for the Evaluation (the ‘Confidential Information”).

Confidential Information shall include any information, analysis, compilations,

notes, studies, memoranda, price negotiation and/or other documents derived
from, containing or reflecting such information.

The Party disclosing its Confidential Information is referred to hereinafter as

“Receiving Party”.

For the purpose of this Agreement, “Affiliates” means any corporation or other
entity controlled by, controlling or under common control with another
corporation or entity, and “control” means direct or indirect ownership of more
than fifty percent (50 %) of the voting stock (or other comparable ownership
interest) of a corporation or entity or the power to direct the management of a
corporation or entity through ownership of stock, by contract or otherwise.

3. Obligation of the Receiving Party. Receiving Party shall not use any
Confidential Information received hereunder for any purpose other than to
conduct the Evaluation. Receiving Party agrees to keep the Confidential
Information received hereunder in confidence consistent with Section 4 of this
Agreement, and, without the prior written consent of Disclosing party, not to
transfer nor disclose any such Confidential Information in whole or in part to any
third parties except to its or its Affiliates’ directors, officers, employees and/or
consultants who required to have the information in order to carry out the
Evaluation (collectively, ‘Representatives’).

4. Exclusion from Confidential Information.

Receiving Party’s obligation under this Agreement do not extend to information
that is:
(a) was lawfully known to it or its Affiliates prior to the disclosure hereunder
free of any restrictions as to its disclosure or use,
(b) was publicly known prior to the disclosure hereunder, or becomes publicly
known thereafter other than by breach of this Agreement by it or its
Representatives,
(c) is disclosed to it or its Affiliates on a non-confidential basis by a third
party having the lawful right to do so, or
(d) is independently developed by or on behalf of it or its Affiliates without
using the Confidential Information disclosed hereunder.

Confidential Information shall not be deemed to be within any of the foregoing

exceptions merely because (i) such information is embraced by more general

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information that has been published or otherwise made available to the general
public, or (ii) portions thereof have been published or otherwise made available to
the general public; instead, only such specific portions as may have been
published or otherwise made available to the general public shall be considered
within the scope of these exceptions.

5. Maintenance of Confidentiality.
Receiving Party agrees that it shall protect the secrecy of and avoid unauthorized
use or disclosure of the Confidential Information receive hereunder. Without
limiting the foregoing, Receiving Party shall take at least those measures that it
takes to protect its own similar confidential information (but in no event less a
reasonable degree of care) and shall ensure that Representatives who have access
to the Confidential Information are bound by non-use and non-disclosure
Obligations regarding the Confidential Information consistent with those set forth
in this Agreement and shall be liable to Disclosing Party for the default of such
obligations by such Representatives.

Notwithstanding anything to the contrary contained herein, Receiving Party shall

be permitted to disclose (and shall not be required to destroy) any Confidential
Information required to be disclosed by applicable law or regulation, or pursuant
to a legal or administrative proceeding before a court of competent jurisdiction or
by a governmental authority that is lawfully entitled to require such disclosure;
provided, however, that Receiving Party shall (i) notify Disclosing Party of any
such disclosure requirement as soon as practicable, and (ii) reasonably cooperate
with disclosing Party (at Disclosing Party’s cost) if Disclosing Party seeks a
protective order or other remedy in respect of any such disclosure.

6. Representations and Warranties.

Each Party represents and warrants that it has to enter into and perform this
Agreement. Disclosing Party makes no representation or warranty, express that it
represents and warrants that it has the right to disclosed hereunder except that it
represents and warrants that it has the right to disclose the Confidential
Information to Receiving Party.

7. Return of Confidential Information.

Upon the termination of this Agreement or any at any time, upon Disclosing
Party’s written request Receiving Party shall at its sole option promptly return to
Disclosing Party or destroy all Confidential Information received hereunder;
provided, however, that Receiving Party may retain one (1) copy thereof solely
for-keeping purposes except for the price quotations negotiated by Ambica to the
other party.

8. Ownership of Confidential Information.

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It is understood that any and all propriety rights in and to Confidential

Information of Disclosing Party shall be remain Disclosing Party and/or its
Affiliates.

9. No License.
Nothing herein shall construed as granting to Receiving Party any right, title,
interest, or license under the Confidential Information received hereunder,
including without limitation, any right, title, interest or license under any patent
application, patent, copyright, or other Propriety right of any sort relating to the
Confidential Information received hereunder.

10. No Obligations.
Nothing herein shall be construed as an obligation of either Party to enter into any
further agreement regarding the Confidential Information. Each Party hereto
reserves the right, in its sole discretion, to terminate the Evaluation contemplated
by this Agreement at any time and for any reason (or for no reason at all).

11. Term.
The Agreement shall be valid and effective initially for ______ year from_______
2020, the effective date of this agreement and unless one month notice is received
by either Party before the expiry of the term towards interest about expiration,
such agreement shall be automatically renewed for the subsequent periods of one
year. In case of request by the Disclosing Party or if either Party expressed
interest towards termination or expiration, the Receiving Party shall return all
Confidential Information received from the Disclosing Party within thirty days
from the date of such request or expiry or termination. The Receiving part shall
maintain the confidentiality for 5 years from the date of expiry/termination of this
agreement.

12. Remedies.
Receiving Party acknowledges that the breach of this Agreement may cause
Disclosing Party continuing and irreparable harm which may not be adequately
compensated by monetary damages. Receiving Party, thereof, agrees that in the
event of an actual or threatened breach of this Agreement, Disclosing Party shall
be entitled to seek, in addition to monetary damages or any other remedies
available to it, a temporary restraining order and injunctive relief against
Receiving Party to prevent any breach of this Agreement.

13. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with
the laws of India.Philippine, without reference to conflict of laws
principles.
(b) This Agreement contains the entire Agreement between Parties with
respect to the subject matter hereof. This Agreement may not be amended,

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nor any obligation waived, except by a writing signed by both parties

hereto.
(c) Any failure to enforce any provisions of this Agreement shall not
constitute a waiver of any term hereof.
(d) All communications hereunder shall be made in English.
(e) The Parties shall attempt in good faith to settle any dispute arising out of
or relating to this Agreement through amicable negotiation. If such
settlement is not reached, the parties agree that any dispute arising from or
in connection with this Agreement shall be submitted to the competent
courts of ChennaiParanque City, India.Philippines.
(f) The failure of either party to enforce or to exercise at any time or for any
period of time any term or any right pursuant to this Agreement does not
constitute, and shall not be construed as, a waiver of such term or right and
shall in no way affect that party's right later to enforce or to exercise it.

(g) This Agreement shall not be assignable or transferable by either Party

without the written consent of the other Party.

(h) In case any term or provision of this Agreement is held unenforceable,

invalid or illegal in any respect, other terms shall not be affected and the
Agreement shall be construed as if the unenforceable, invalid or illegal
term or provision had never been contained.
(i) Both Parties shall maintain confidential this Agreement, the fact that
discussion are taking place between the Parties and the content of such
discussions, each Party shall refrain from making any announcement or
any other public disclosure in respect thereof (except as required under
applicable laws and regulations) without the prior written consent of the
other Party.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed in duplicate by
their duly authorized representatives as of the date first above written.

AMBICA INTERNATIONAL CORPORATION MEDOPHARM PVT

LTDCOMPANY

_____________________________
______________________________
Name : NAME Name : NAME
Title : Designation Title : DESIGNATION

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