APPENDIX

FORM OF SECRECY AND NON-USE UNDERTAKING

FOR SUPPLIERS SUB-CONTRACTORS AND CONSULTANTS OF BPCLS DETAILED

ENGINEERING, PROCUREMENT AND CONSTRUCTION MANAGEMENT CONTRACTOR

(I/We) [Note 1], ____________________________, [Note 2](residing at/having an office and place of
business at)___________________________________________ [Note 2] (hereinafter "I/We") [Note 1]
hereby undertake individually and collectively to

(1) Johnson Matthey Davy Technologies Limited, a corporation existing under the laws of England with
registered number 635311 having an office and place of business at 10 Eastbourne Terrace, London W2 6LG
(JM Davy); and

(2) Dow Global Technologies LLC, a limited liability company registered under the laws of Delaware, USA,
having an office and place of business at 2040 Dow Center, Midland, Michigan 48674, USA (DGTL) ; and

(3) Bharat Petroleum Corporation Limited, an Indian company having its registered office at Bharat
Bhawan, 4 & 6 Currimbhoy Road, Ballard Estate, Mumbai 400 001, India (BPCL)

that all information, drawings, specifications, technical data, know-how, training, or any other communication
of a technical, commercial or business nature belonging to JM Davy or DGTL ("Information") disclosed, orally
and/or in writing, directly or indirectly by or through JM Davy or DGTL or BPCL or XXXXXX an Indian
company registered under the laws of India having its registered number [ ] having an office and place
of business at [ ] (Contractor) or obtained by us by any other means and/or obtained by visual
inspection or otherwise, in connection with the services or goods [I /We] are intending to supply or do supply
to the Contractor in connection with the plant BPCL is having constructed by the Contractor on the site of its
existing refinery located at Ambalamugal, Kochi, Ernakulam District, Kerala, India for the production of 2-
ethylhexanol, normal butanol and iso-butanol from propylene, synthesis gas and hydrogen using a process
licensed to BPCL by JM Davy and DGTL.

1. (I/ We) [Note 1] will not, without the previous written consent of BCPL, and JM Davy or DGTL disclose
Information to any third party other than the Contractor and BPCL for whom JM Davy and DGTL have
given their consent.

2. (I/We) [Note 1] will keep the Information confidential and not use the Information for any purposes
whatsoever other than for the purpose of providing services or goods to the Contractor in connection
with the plant referred to above (the Purpose).

3. (I/We) [Note 1] will confine disclosure of the Information to such individual(s) in (my employ/ our
employ) ( who is / who are) directly concerned with the Purpose and whom will be collaborating with
BPCL and/or JM Davy and DGTL thereon in any respect and (I/we) [Note 1] will ensure that no such
Page 1 of 5
 individual will disclose Information to another individual in (my/our) [Note 1] (employ/company) who is
not authorised to receive the same.

4. (I/We) [Note 1] agree to be bound to the foregoing obligations of confidentiality for a period of twenty
five (25) years from the Effective Date being the date at the end of this Undertaking signed by (me/us)
except that the said confidentiality obligations shall not apply to Information which:

(a) (I/We) [Note 1] can show by documentary evidence was known to (me/us) [Note 1] prior to the
Effective Date and was not obtained or derived directly or indirectly from BPCL and/or JM
Davy and/or DGTL; or

(b) is or becomes public or available to the public otherwise than through an act or omission by
(me/us) [Note 1] (and/or an act or omission of (my/our) [Note 1] employee(s) and/or agent(s)),
or persons under an obligation of confidentiality directly or indirectly to the Contractor or
BPCL or JM Davy or DGTL; or

(c) was obtained from a third party lawfully in possession of such information, which party is not
under an obligation of confidentiality directly or indirectly to the Contractor or BPCL or JM
Davy or DGTL; or

(d) information that is independently developed without benefit of Confidential Information; or

(e) Information as required by court order, law or regulation, but only to the extent required by
such order, law or regulation; provided, however, that Parties has (to the extent permitted by
such order, law or regulation) had a reasonable opportunity to object to or limit such
disclosure.

For the purposes of the exceptions (a), (b), (c), (d) and/or (e) of this Article, disclosures to me
/ us which are specific e.g. as to engineering, design and/or construction practices and
techniques, products, operation conditions for treating specific feedstocks, etc. shall not be
deemed to be within the foregoing exceptions merely because they are embraced by general
disclosures which are generally available to the public or in (my/our) [Note 1] possession. In
addition, any combination of features shall not be deemed to be within the foregoing
exceptions merely because individual features thereof are generally available to the public or
in (my/our) [Note 1] possession, but only if the combination itself and its principle of operation
are generally available to the public or in (my/our) [Note 1] possession. (I/We) [Note 1] will not
use Information for any purposes whatsoever other than for the Purpose.

5. (I/We)[Note 1] agree that:

(a) no representation, warranty or condition, express or implied, is given or entered into by BPCL
and/or JM Davy or DGTL hereunder regarding the accuracy or sufficiency of any of the
Information or its suitability for the Purpose for which it is intended and (I/ we hereby
undertake not to allege the existence and/or breach of any such representation, condition or
warranty in any proceedings whether in contract, tort (including negligence) or otherwise; and

(b) no right in or to the Information is granted hereunder except as expressly set forth in Article 4
above; and

(c) no grant or undertaking to grant to (me/us) [Note 1] any licence, right, immunity, title or
interest in or to any present or future patent, patent application, know-how, copyright,
Page 2 of 5
 trademark, trade secret or other proprietary right or interest, is made herein, expressly or by
implication, and that nothing herein shall be construed as a commitment to enter into any
further agreement and/or any business arrangement with (me/us) [Note 1]; and

(d) on the date of completion of (my/our) [Note 1] contractual obligations to the Contractor, all
Information disclosed or otherwise provided to (me/us) shall at all times remain the property of
JM Davy and DGTL, and upon JM Davys or DGTLs written request (I/we) shall deliver to JM
Davy or DGTL or destroy any and all Information in (my/our) possession and all Information
generated by (me/us) or on (my/our) behalf incorporating Information, covering in either case
all tangible, machine readable and/or electronic originals or copies thereof, except for one (1)
confidential file copy for the sole purpose of determining compliance with (my/our) obligations
hereunder; and

(e) (my/ our) compliance with Article 5 (d) will not affect the continuation in full force and effect of
any of the other terms of this Undertaking; and

[(f) we shall ensure that all of our employees, who receive Information for the Purpose have a
legal obligation to keep such Information confidential and protect the Information both during
and after their work with us, and on request co-operate with the BPCL or JM Davy or DGTL in
enforcing such obligations, including but not limited to disclosing the identity of such persons
and disclosing information that we have relating to potential violations of Articles 1, 2 or 3
above].

6. [If the person, firm or company giving the Undertaking is Indian, use the following]

(a) This Undertaking shall be governed by the laws of India, disregarding any conflicts of law
rules which may direct the application of the laws of another jurisdiction.

(b) Any dispute between BPCL and /or JM Davy and/or DGTL and (me/us) [Note 1] in connection
with or arising out of this Undertaking, including any question regarding its validity,
interpretation or effect, shall be referred to arbitration. The arbitration shall be confidential
and be held in English, in New Delhi, in accordance with the Arbitration and Conciliation Act
1996. The number of arbitrators shall be three, with (I/we) [Note 1] nominating one and BPCL
and /or JM Davy and/or DGTL nominating another. Those arbitrators will appoint the third
arbitrator. The arbitrators decision shall be final and binding on the parties to the arbitration.

(c) The arbitration award shall be final and binding upon the parties. The parties shall execute the
award accordingly.

(d) Notwithstanding any current or pending arbitration proceedings, (I/we) [Note 1], agree that
since damages alone may be an inadequate remedy for breach of this Undertaking, only
BPCL and /or JM Davy and/or DGTL shall have the right to seek interim reliefs from any court
having jurisdiction over the parties if in the opinion of BPCL and /or JM Davy and/or DGTL
such action is necessary. (I/We) [Note1] will not be entitled to initiate any proceedings for any
interim relief or approach any courts in respect of any dispute between the parties as to the
validity, interpretation or effect of this Undertaking or as to any other matter in connection with
this Undertaking.

[If the person, firm or company giving the Undertaking is not Indian, use the following]

Page 3 of 5
 (a) This Undertaking shall be governed by English law, disregarding any conflicts of law rules
which may direct the application of the laws of another jurisdiction.

(b) Any dispute between BPCL and /or JM Davy and/or DGTL and (me/us) [Note 1] in connection
with or arising out of this Undertaking, including any question regarding its validity,
interpretation or effect, shall be referred to arbitration. The arbitration shall be confidential.
Unless all of the parties expressly agree in writing, (by executing a formal amendment to this
Undertaking) that the arbitration proceedings shall be held in Singapore under the SIAC Rules
than all arbitration proceedings shall take place in London, UK, in accordance with the
Arbitration and Conciliation Act 1996. The number of arbitrators shall be three, with (I/we)
[Note 1] nominating one and JM Davy and/or DGTL nominating another. Those arbitrators will
appoint the third arbitrator. The arbitrators decision shall be final and binding on the parties to
the arbitration.

(c) The arbitration award shall be final and binding upon the parties. The parties shall execute the
award accordingly.

(d) Notwithstanding any current or pending arbitration proceedings, (I/we) [Note 1], agree that
since damages alone may be an inadequate remedy for breach of this Undertaking, only
BPCL and /or JM Davy and/or DGTL shall have the right to seek interim reliefs from any court
having jurisdiction over the parties if in the opinion of BPCL and /or JM Davy and/or DGTL
such action is necessary. (I/We) [Note1] will not be entitled to initiate any proceedings for any
interim relief or approach any courts in respect of any dispute between the parties as to the
validity, interpretation or effect of this Undertaking or as to any other matter in connection with
this Undertaking.

7. No amendment to this Undertaking shall be validly made unless made in writing and signed by BPCL
and either JM Davy or DGTL, and (me/us) [Note 1].

8. We warrant that the signatory to this Undertaking has the legal right and full power and authority to
execute this Undertaking on our behalf; that we have the legal right and full power and authority to enter
into and perform this Undertaking and that this Undertaking has been executed by us in accordance
with all applicable constitutional and legal formalities, so that it constitutes a valid and legally binding
obligation upon us.

Signature:________________________

Printed Name:_____________________

Position:_________________________

Date:____________________________ (the Effective Date)

Page 4 of 5
Note 1 Where the Undertaking is given by an individual or sole proprietor, choose I, me or my, where
indicated, and where the Undertaking is by an entity, choose we, us or our, where indicated.
Also, where the Undertaking is by an individual, do the following:

- Delete Article 2, except in the case of a sole proprietor who has employees.

- In sub-Article 4 (b), delete the parenthetical "(and/or an act agent(s))".

- Delete Article 9.

Note 2 Insert the full name or address of the person, firm or company giving the Undertaking, as
appropriate and select residence or office, as appropriate.

Page 5 of 5