Mutual Non-Disclosure Agreement (NDA)

This Mutual Non-Disclosure Agreement (the Agreement) is made on the date of its acceptance or signature (the Effective Date) between:

1. 1Bharat Atom Renewable Resources Energy Limited, a public limited company incorporated in India under the Companies Act 2013, CIN U35100PN2024PLC230800, GSTIN 27AASCM0958L1ZQ, with its registered office at RH 11, Mayfair Eleganza - II, NIBM Road, Kondhwa Kh., Pune 411048, Maharashtra, India (BARREL, which expression includes its successors and permitted assigns); and
2. 2[Counterparty legal name], a [company / limited liability partnership / firm / individual] [incorporated / registered] under the laws of [Country], [CIN/registration no.], with its [registered office / address] at [Address] (the Counterparty, which expression includes its successors and permitted assigns).

BARREL and the Counterparty are each a Party and together the Parties. A Party disclosing information is the Disclosing Party and a Party receiving it is the Receiving Party. Each Party may be both.

Recitals.

• A. BARREL develops and delivers renewable energy projects (EPC and turnkey delivery, engineering and consultancy, O&M, QA/QC and equipment rental) and runs digital platforms, including the BARREL Shop marketplace, BARREL OS and the Power Trading Exchange and Power Asset Exchange, on which it acts as a platform and facilitator.
• B. The Parties wish to discuss and evaluate the Purpose described below, and for that they expect to disclose to each other information that is confidential and valuable.
• C. The Parties have agreed to protect that information on the terms of this Agreement.

The Receiving Party may use Confidential Information only to evaluate, negotiate and, if the Parties so agree, prepare to implement the following (the Purpose): [Purpose].

Where the Purpose above is left blank or is general, it means evaluating a possible business relationship between the Parties, including any one or more of:

• a renewable energy, storage or transmission project, including EPC, engineering, O&M or supply of equipment and services;
• the purchase, sale, lease or development of land, a power plant or another energy asset, including through the Power Asset Exchange;
• a power purchase or power requirement matched through the Power Trading Exchange;
• a platform partnership, supplier, service-provider, technology or investment partnership, or a licence of BARREL OS or another BARREL platform; and
• access to a data room opened by either Party for any of the above.

In this Agreement:

Affiliate

any entity that controls, is controlled by or is under common control with a Party, where control means holding more than 50% of the voting rights or the right to appoint a majority of the board. For BARREL this includes entities of the StenJaan Group.

Confidential Information

all information, in any form or medium, disclosed or made available by or for the Disclosing Party to the Receiving Party or its Representatives, before or after the Effective Date, in connection with the Purpose, as described in the clause on Confidential Information.

Data Room

any physical or virtual data room, shared folder, portal area or platform space (including on a BARREL platform) through which a Party makes documents available for the Purpose.

Introduced Party

a person (including a landowner, asset owner, developer, buyer, seller, investor, lender, supplier, offtaker or customer) whose identity or whose opportunity a Party first discloses to the other Party in connection with the Purpose, and with whom the other Party had no documented prior dealing on that opportunity.

Personal Data

has the meaning given in the Digital Personal Data Protection Act 2023, as amended, and includes any information about an identifiable individual.

Representatives

a Party’s Affiliates and its and their directors, officers, employees, and professional advisers (lawyers, accountants, technical consultants, auditors), and actual or prospective lenders and financiers, in each case who need to know the information for the Purpose.

Trade Secret

Confidential Information that derives value from not being generally known, and that the Disclosing Party takes reasonable steps to keep secret, such as source code, algorithms, proprietary models, unpublished designs and pricing methods.

Headings are for convenience only. “Including” means “including without limitation”. A reference to a law includes that law as amended and the rules made under it.

Confidential Information includes, whether or not it is marked confidential, and whether disclosed in writing, electronically, orally, visually, by demonstration, by a site visit or through a Data Room:

• business plans, strategies, project pipelines, bids, tenders, proposals and the existence, terms and status of the discussions between the Parties;
• financial models, budgets, cost data, prices, rates, tariffs, margins, commission structures, quotations and investment terms;
• technical information: drawings, layouts, single-line diagrams, designs, specifications, calculations, energy-yield and generation estimates, test reports, equipment data and method statements;
• site data: land details, survey numbers, title papers, ownership and lease information, revenue records, soil and geotechnical reports, irradiation and wind data, grid connectivity and evacuation studies;
• geospatial data, including KML, KMZ, shapefiles, GIS layers, cadastral polygons, coordinates and maps;
• software, source code, object code, database structures, APIs, product roadmaps and the design and workings of BARREL’s platforms (including BARREL OS, BARREL PIP and the exchanges);
• client, customer, supplier, landowner, investor and partner lists and their details, contact persons and terms of business;
• every document placed in a Data Room and any index, Q&A log or comment in it; and
• notes, analyses, compilations, forecasts and other material prepared by the Receiving Party or its Representatives that contain or reflect any of the above (Derived Material).

Oral or visual information is Confidential Information if a reasonable person would understand it to be confidential from its nature or the circumstances of disclosure. A Party may, but need not, confirm it in writing.

Information is not Confidential Information to the extent the Receiving Party can show by written records that it:

1. 1is or becomes publicly available other than through a breach of this Agreement by the Receiving Party or its Representatives;
2. 2was lawfully known to the Receiving Party, without a duty of confidence, before it was disclosed by the Disclosing Party;
3. 3is lawfully received from a third party who is free to disclose it and owes no duty of confidence to the Disclosing Party; or
4. 4is independently developed by the Receiving Party without use of or reference to the Confidential Information.

Information is not within an exclusion merely because individual parts of it are public, or because it is combined with public information, unless the combination itself and its principle are public.

The Receiving Party shall:

• use the Confidential Information only for the Purpose and for no other purpose, including not to compete with the Disclosing Party or to approach an Introduced Party;
• keep the Confidential Information secret and not disclose it to anyone other than its Representatives who need to know it for the Purpose;
• before disclosure, inform each Representative of the confidential nature of the information and ensure that it is bound by duties of confidence no less protective than this Agreement (professional duties of advisers are enough);
• protect the Confidential Information with at least the degree of care it uses for its own information of a similar kind, and in no case less than reasonable care, including reasonable security practices of the kind described in the Information Technology Act 2000 and the rules made under it;
• not copy or reproduce the Confidential Information except as reasonably needed for the Purpose, and keep any copy marked as confidential;
• not reverse engineer, decompile, disassemble, analyse the composition of, or attempt to derive the source code, structure or design of, any software, sample, model, equipment or prototype provided to it;
• not use the Confidential Information to file any patent, design or other intellectual property application; and
• notify the Disclosing Party promptly in writing on becoming aware of any unauthorised use, disclosure or loss of Confidential Information, and help the Disclosing Party to limit its effects.

The Receiving Party is responsible for any act or omission of its Representatives that would be a breach of this Agreement if done by the Receiving Party.

Where a Party opens a Data Room for the Purpose, including on a BARREL platform such as the Power Asset Exchange, the following rules apply in addition to the rest of this Agreement:

• access is personal to the named users approved by the Party that opened the Data Room; credentials and one-time passwords must not be shared;
• documents may carry visible or invisible watermarks identifying the user, and removing, obscuring or altering a watermark is a breach of this Agreement;
• access, views, downloads and prints are logged with user identity, time and IP address, and the Party that opened the Data Room may review and keep those logs;
• where a document is marked “view only” or the Data Room restricts downloading, printing or copying, the user shall not download, print, screenshot, photograph, transcribe or otherwise copy it;
• Q&A must go through the Data Room’s Q&A function or the persons named by the Party that opened it, and not directly to the asset owner, landowner, employees or advisers of that Party unless it agrees;
• access may be suspended or withdrawn at any time without giving reasons.

Where BARREL hosts a Data Room for a third-party seller or asset owner, BARREL acts as the host and facilitator. The information in it belongs to the person who uploaded it, who is responsible for its accuracy, and that person may enforce these data-room rules alongside BARREL.

The Receiving Party may disclose Confidential Information to the extent required by law, by a court, tribunal or regulator of competent jurisdiction, or by the rules of a recognised stock exchange, provided that, to the extent lawfully permitted, it:

1. 1gives the Disclosing Party prompt written notice of the requirement, so that the Disclosing Party may seek a protective order or other remedy;
2. 2cooperates reasonably with the Disclosing Party, at the Disclosing Party’s cost, in any such step; and
3. 3discloses only the part of the Confidential Information that it is legally required to disclose, and asks that it be treated confidentially.

Information disclosed under this clause remains Confidential Information for all other purposes.

The Parties shall not share Personal Data unless it is needed for the Purpose. Where Confidential Information includes Personal Data (for example landowner details, names and contacts of project staff, or CVs), the Party disclosing it confirms that it has a lawful basis to share it, including any notice and consent required by the Digital Personal Data Protection Act 2023 and the Digital Personal Data Protection Rules 2025, to the extent in force.

The Receiving Party shall process such Personal Data only for the Purpose, keep it secure with reasonable security safeguards, not transfer it outside India except as permitted by law, report any personal data breach to the Disclosing Party without undue delay (and in any case in time for the Disclosing Party to meet its own obligations under the law and the CERT-In Directions of 28 April 2022), and erase it when the Purpose ends or when asked.

BARREL’s own handling of personal data is described in its Privacy Policy.

All Confidential Information remains the property of the Disclosing Party (or of the third party that provided it). Disclosure does not grant the Receiving Party any licence, ownership or other right in any patent, copyright, design, trade mark, trade secret, software or other intellectual property, except the limited right to use the Confidential Information for the Purpose under this Agreement.

Confidential Information is provided “as is”. The Disclosing Party makes no representation or warranty as to its accuracy, completeness or fitness for any purpose, and has no liability for the Receiving Party’s use of it, except as set out in a definitive agreement or in case of fraud. Each Party makes its own independent investigation and decisions.

This Agreement does not oblige either Party to disclose any particular information, to continue discussions, or to enter into any transaction or further agreement. Either Party may end discussions at any time, for any reason, without liability, by written notice.

No agreement for any transaction exists unless and until a definitive written agreement is signed by both Parties. Nothing in this Agreement creates a partnership, joint venture, agency or exclusive relationship between the Parties, and nothing prevents either Party from evaluating or doing business with others, subject to its duties of confidentiality and non-circumvention under this Agreement.

Within 10 business days after a written request from the Disclosing Party, or after the Purpose ends or this Agreement terminates, the Receiving Party shall, at the Disclosing Party’s option, return or destroy all Confidential Information and Derived Material in its or its Representatives’ possession, and permanently delete it from its systems as far as reasonably practicable.

The Receiving Party may keep (a) copies it must keep by law, regulation or a genuine internal compliance policy, and (b) copies held in automatic electronic back-up systems that are not readily accessible, provided they are not restored or used and remain subject to this Agreement until destroyed in the ordinary course.

On request, an authorised officer of the Receiving Party shall give the Disclosing Party a written certificate confirming that this clause has been complied with, and stating any copies kept under the exceptions above.

This Agreement starts on the Effective Date and continues for [Term] (if left blank, 2 (two) years), unless terminated earlier by either Party by 30 days’ written notice. Termination does not affect information disclosed before it ends.

The obligations of confidentiality and non-use survive for 5 (five) years after expiry or termination of this Agreement. For Trade Secrets and source code, they survive for as long as the information remains a Trade Secret. For Personal Data, they survive for as long as the Receiving Party holds it.

The clauses on compelled disclosure, personal data, ownership, return and destruction, remedies, governing law and disputes, and miscellaneous survive expiry or termination, together with any other clause that by its nature is meant to survive.

During the term of this Agreement, the Receiving Party shall not, and shall ensure its Affiliates do not, directly or indirectly, without the prior written consent of the Disclosing Party:

• contact, solicit, negotiate or transact with an Introduced Party about the specific project, land parcel, asset, power requirement or opportunity disclosed by the Disclosing Party, except through or with the Disclosing Party; or
• use the Confidential Information to bypass the Disclosing Party, or to reduce or avoid any fee, commission or margin that the Disclosing Party would otherwise earn on that opportunity.

If the Receiving Party transacts in breach of this clause, it shall pay the Disclosing Party, as a genuine pre-estimate of loss under section 74 of the Indian Contract Act 1872, the fee or commission that the Disclosing Party would reasonably have earned on that transaction, in addition to any other remedy.

During the term of this Agreement and for 12 months after it ends, neither Party shall solicit for employment or engagement any employee or consultant of the other Party with whom it had contact in connection with the Purpose. General advertisements and job postings not targeted at the other Party’s personnel, and the hiring of a person who responds to them on their own initiative, are not a breach.

Neither Party shall make any press release, public statement, social-media post or other announcement about this Agreement, the Purpose, the discussions or the other Party, or use the other Party’s name, logo or trade marks (including “BARREL”, “BARREL Authorized” and “StenJaan”), without the other Party’s prior written consent, except as required by law under the clause on disclosure required by law.

Each Party shall comply with all export control, import and sanctions laws that apply to the Confidential Information, including Indian foreign trade law and its SCOMET list where relevant. The Receiving Party shall not export, re-export or transfer any technical Confidential Information to any country, entity or person in breach of those laws.

Each Party confirms that neither it nor, to its knowledge, any of its owners, directors or Representatives involved in the Purpose is a person named on a sanctions list of the United Nations Security Council or of India, and it shall tell the other Party promptly if that changes. Either Party may end this Agreement immediately if continuing would breach applicable sanctions.

Each Party acknowledges that Confidential Information is valuable, that unauthorised use or disclosure may cause the Disclosing Party irreparable harm for which damages alone would not be an adequate remedy, and that the Disclosing Party is entitled to seek an injunction, specific performance or other equitable relief under the Specific Relief Act 1963 (and interim measures under section 9 of the Arbitration and Conciliation Act 1996) without proof of special damage, in addition to any other remedy.

The Receiving Party is liable for loss caused by its breach or the breach of its Representatives, including damages under section 73 of the Indian Contract Act 1872, and shall account for any profit made from unauthorised use. It shall also bear the Disclosing Party’s reasonable costs of enforcing this Agreement where a breach is established.

No limitation or exclusion of liability in any other agreement between the Parties applies to a breach of confidentiality under this Agreement unless that other agreement expressly says so. Nothing in this Agreement limits liability for fraud or wilful misconduct.

This Agreement is governed by the laws of India.

The Parties shall first try to settle any dispute arising out of or in connection with this Agreement by good-faith discussion between senior representatives within 30 days of a written notice of dispute.

Any dispute not so settled shall be finally resolved by arbitration under the Arbitration and Conciliation Act 1996, by a sole arbitrator appointed by agreement of the Parties (or, failing agreement within 30 days, under that Act). The seat and venue of arbitration is Pune, Maharashtra, and the language is English. The award is final and binding.

Subject to arbitration, the courts at Pune, Maharashtra have exclusive jurisdiction. Either Party may at any time apply to those courts, or any court of competent jurisdiction where a breach is occurring, for urgent interim or injunctive relief.

Notices under this Agreement must be in writing in English and delivered by hand, by courier or registered post, or by email, to:

A notice is received on delivery by hand or courier, on the third business day after posting, or when an email is sent without an error message (if sent after 6 pm IST or on a non-business day, on the next business day). A Party may change its details by notice.

• Assignment. Neither Party may assign or transfer this Agreement without the other’s prior written consent, except that BARREL may assign it to an Affiliate or to a successor of the relevant business on notice.
• Entire agreement. This Agreement is the entire agreement between the Parties on its subject and replaces any earlier understanding about confidentiality for the Purpose. A later definitive agreement may replace it for the information it covers.
• Amendment and waiver. Changes are valid only in writing signed or accepted electronically by both Parties. A delay in exercising a right is not a waiver.
• Severability. If any provision is held invalid or unenforceable, it shall be read down to the extent needed to make it enforceable, and the rest of the Agreement continues in force.
• Counterparts and electronic signature. This Agreement may be executed in counterparts, and by electronic signature, click-through acceptance or electronic records, which are valid and enforceable under sections 5 and 10A of the Information Technology Act 2000.
• Stamp duty. Any stamp duty payable on this Agreement shall be borne [by the Parties equally / by the Counterparty].
• Third parties. Except as stated in the clause on data-room rules, no one other than the Parties has rights under this Agreement.
• Costs. Each Party bears its own costs of the Purpose and this Agreement.

Changes to this model. BARREL may update the model agreement published on its website. An update does not change an Agreement already accepted or signed unless both Parties agree.

Questions about this Agreement may be sent to contact@barrel.energy or +91 90755 77366.

Grievance Officer: the person designated by BARREL from time to time, reachable at contact@barrel.energy (subject line 'Grievance') and +91 90755 77366, RH 11, Mayfair Eleganza - II, NIBM Road, Kondhwa Kh., Pune 411048, Maharashtra, India. Grievances are acknowledged within 24 hours and resolved within 15 days, or within any shorter time the law sets.

This Agreement may be accepted in one of two ways:

1. 1Online acceptance. Where BARREL presents this Agreement on its website or a platform (for example before data-room access or partner registration), the Counterparty accepts it by ticking the acceptance box and submitting the form after verifying its mobile number or email by one-time password. The person accepting confirms that they are authorised to bind the Counterparty. BARREL records the acceptance (name, organisation, email or mobile, date and time, IP address and the version accepted) as an electronic record, and that record is evidence of the Agreement. BARREL’s acceptance is given by granting access or continuing discussions.
2. 2Signature. The Parties sign a copy of this Agreement, in ink or by electronic signature, with the blanks below completed.

Particulars: Counterparty [Counterparty legal name], [CIN/registration no.], [Address]. Purpose: [Purpose]. Term: [Term]. Model version 1.0, effective 10 November 2026.