PART - III - Udyog Bandhu

iv. (ADVISOR NAME) represents many other companies, individuals, and other entities. Atpresent, there is no conflict of interest resulting from the (ADVISOR NAME)’s representationof GoUP for the disinvestment of (CO. NAME) and (ADVISOR NAME)’s representation of itsother clients. It is possible, however, that during (ADVISOR NAME)’s representation ofGoUP in connection with the disinvestment of (CO. NAME), some of (ADVISOR NAME)’spresent or future clients may have disputes or transactions with GoUP/(CO. NAME). GoUPagrees that (ADVISOR NAME) may represent those clients (present or future) in any matterthat is not directly related to (ADVISOR NAME)’s work for GoUP described here.(ADVISOR NAME) agrees however, that GoUP’s prospective consent to the above shall notapply in any instance where, as a result of (ADVISOR NAME)’s representation of GoUP forthe (CO. NAME) disinvestment, (ADVISOR NAME) has obtained any proprietary orconfidential information that, if known to such other client, could be used in any such matterby such client to GoUP’s material disadvantage. It needs to be understood that, in similarengagement letters with many of their clients, (ADVISOR NAME) is requesting similaragreements to preserve the ability of (ADVISOR NAME) to represent other enterprises that areor become clients of (ADVISOR NAME) in comparable situations.v. (ADVISOR NAME) and each of its directors, officers, employees and agents willensure that all information, whether written or oral, acquired from the GoUP or (CO. NAME)and their respective agents and advisors in connection with the Transaction is kept strictlyconfidential and used solely and exclusively for the purposes expressly specified in thisAgreement. This obligation of confidentiality shall not apply to any information already in thepublic domain at the time of disclosure other than as a result of breach of this clause by(ADVISOR NAME) or which (ADVISOR NAME), is required to disclose by law, regulationor court order, provided that before making such disclosure (ADVISOR NAME) will, to theextent permitted by law, in writing advise GoUP and consult with GoUP about any informationthat (ADVISOR NAME) proposes to disclose pursuant to this exception.vi. Advice (including any opinion or report) whether written or oral by (ADVISOR NAME)to the GoUP /Company, or any communications between (ADVISOR NAME) and theGoUP/Company in connection with the Transaction may only be used and relied upon by theGoUP and may not be used or relied upon by any third party and may not be disclosed to anythird party without the prior written approval of (ADVISOR NAME).5. TerminationThis Agreement and the Engagement may be terminated with or without cause by the GoUPor by (ADVISOR NAME) by written notice at any time and without continuing obligation.(i) In case the GoUP terminates the Agreement and the Engagement without cause thefollowing shall survive any termination and remain in full force and effect:a) Success Fee provision (Clause 2 (i) – for Success Fee earned by (ADVISORNAME) but not yet paid by the GoUP as at the date of termination (if at the dateof the termination, the Transaction has already been completed);b) Drop Dead Fee provision (Clause 2 (ii), if at the date of the termination, theTransaction has not yet been completed); andc) The conflicts of interest and indemnity provisions of this Agreement.(ii) In case the GoUP terminates the Agreement and the Engagement with cause thefollowing shall survive any termination and remain in full force and effect:116