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THIS AGREEMENT (the “Agreement”) is executed on this [*] day of [*] 2009 by and between:

Cyber Astro Limited, a company incorporated under the Companies Act, 1956, with its registered office at D 74,Panchsheel Enclave, Delhi - 110017, India (hereinafter referred to as “Cyber”, which expression shall, unless it be repugnant to the context or meaning thereof, mean and include its successors and permitted assigns), of the One Part;

AND

[*], a company incorporated under the Companies Act, 1956, with its registered office at [*] (hereinafter referred to as “[*XYZ]” which expression shall, unless it be repugnant to the context or meaning thereof, mean and include its, successors and permitted assigns) of the Other Part;

“Cyber” and “[*XYZ]” are hereinafter collectively and individually referred to as ‘Parties’ or ‘Party’ respectively.

WHEREAS this Agreement is executed by Cyber and [*XYZ] to assure the protection and preservation of the confidential and/or proprietary nature of information to be disclosed to each other in connection with certain negotiations or discussions for a proposal further described in Annexure A attached hereto (the “Purpose”). All parties agree that the following terms apply when one of the Parties (“Disclosing Party”) discloses Confidential Information to another Party (“Receiving Party”).

In reliance upon and in consideration of the following undertakings, the Parties agree as follows:

• Confidential Information: Subject to the limitations set forth in Section 2, confidential information means any and all information relating to either Party, disclosed by one Party to the other, including but not limited to, the terms and conditions of this Agreement and any and all financial, technical, non-technical information, data, business operations, future products or business, sales, subscribers, suppliers, clients, employees, ideas and creative works belonging to either Party (regardless of whether such information is protectable under copyright, patent or trademark and/or trade secret doctrine) including but not limited to copyright, trade secret and proprietary information, data, techniques, business forecasts, research, work in progress, program formats, projects, sales and marketing plans, future development, personnel information, whether in oral, written, graphic or electronic form.