This Non-Disclosure Agreement (Agreement) is entered into and made effective on <<DATE>> by and between
1. <<FIRST PARTY>>, a company registered under the Companies Act, 2013, with its registered office at <<ADDRESS>> (Company) which expression unless repugnant to its context shall mean and include its successors, assigns, affiliates and related entities, of the First Part;
2. <<SECOND PARTY>>, a company registered under the Companies Act, 1956, having its registered office at <<ADDRESS>> (Individual/Company) which expression unless repugnant to its context shall mean and include its successors, assigns, affiliates and related entities, of the Second Part.
Company and Individual/Company shall be referred to individually as Party, and jointly as Parties, where the context so requires.
The Parties agree as follows:
The confidential, proprietary and trade secret information (Confidential Information) of the disclosing party to be disclosed hereunder is (i) information in tangible form that bears a “confidential,” “proprietary,” "secret," or similar legend, and (ii) discussions relating to that information whether those discussions occur prior to, concurrent with, or following disclosure of the information, and includes, inter alia, the disclosing party’s business plans, business policies and practices, ideas, concepts, knowhow, product lines, designs, research and development activities and other non-generic information whether tangible and/ or non-tangible, relating to any released or non-released concepts, ideas, projects and services of the disclosing party.
The receiving party will maintain the confidentiality of the Confidential Information of the disclosing party with reasonable degree of care under the circumstances. The receiving party will not disclose any of the disclosing party’s Confidential Information to anyone except to the receiving party’s employees who have a need to know and who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein; provided that the receiving party will be liable for breach. For the purposes of this Agreement, the term "employees" shall include independent contractors of each party. The receiving party will not make any copies of the Confidential Information received from the disclosing party except as necessary for its employees with a need to know. Any copies which are made will be identified as belonging to the disclosing party and marked "confidential", "proprietary" or with a similar legend.
Unless at least one of the exceptions set forth in Section 4 below has occurred, the receiving party will continue to treat such Confidential Information as the confidential information of the disclosing party and only disclose any such Confidential Information to third parties under the terms of a non-disclosure agreement.
The receiving party will not be liable for the disclosure of any Confidential Information, which is:
rightfully in the public domain other than by a breach of a duty to the disclosing party;
rightfully received from a third party without any obligation of confidentiality;
rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party;
independently developed by employees of the receiving party; or
generally made available to third parties by the disclosing party without restriction on disclosure.
pursuant to a Court Summon/Order. However, the other party has to be informed of the same prior to disclosure, unless it is so emergent. The term Court includes Tribunal or any authority under any Law, Regulations or Rules in force.
Title or the right to possess Confidential Information as between the parties will remain in the disclosing party.
Neither party has any obligation to disclose Confidential Information to the other. Either party may terminate this Agreement at any time without cause, upon written notice to the other party; provided that each party’s obligations with respect to Confidential Information disclosed during the term of this Agreement will survive any such termination. Either party may, at any time: (a) cease giving Confidential Information to the other party without any liability, and/or (b) request in writing the return or destruction of all or part of its Confidential Information previously disclosed, and all copies thereof, and the receiving party will promptly comply with such request, and certify in writing its compliance.
This Agreement is neither intended to nor will it be construed as creating a joint venture, partnership or other form of business association between the parties, nor an obligation to buy or sell products using or incorporating the Confidential Information.
Both parties understand and acknowledge that no license under any patents, copyrights, trademarks, or design is granted to or conferred upon either party in this Agreement or by the disclosure of any Confidential Information by one party to the other party as contemplated hereunder, either expressly, by implication, inducement, estoppel or otherwise, and that any license under such intellectual property rights must be express and in writing.
The failure of either party to enforce any right resulting from breach of any provision of this Agreement by the other party will not be deemed a waiver of any right relating to a subsequent breach of such provision or of any other right hereunder.
This Agreement will be governed by the laws of India without reference to conflict of law principles, if any.
This Agreement constitutes the sole and entire agreement between the parties with respect to the Confidential Information and all restrictions thereon; it supersedes any and all prior or contemporaneous oral or written agreements, negotiations, communications, understandings and terms, whether express or implied regarding the Confidential Information, and may not be amended except in a writing signed by a duly authorized representative of the respective parties. Any other agreements between the parties, including non-disclosure agreements, will not be affected by this Agreement.
The disclosing party disclaims all warranties regarding all Confidential Information disclosed pursuant to this Agreement, including all warranties as to the accuracy or utility of such Confidential Information.
For <<FIRST PARTY>>
FOR <<SECOND PARTY>>