This Non-disclosure Agreement (“Agreement”) is effective as of __________ (“Effective Date”) and is entered into by and between __________ , with its principal office at __________ (“Disclosing Party”)
and
__________ , major in age, residing at/with principal place of business at __________ (“Receiving Party”) for the purpose of securing any information which the Disclosing Party will disclose to the Receiving Party in relation to an ongoing or a possible future business relationship.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Definition of Confidential Information.
Confidential Information means any information or materials furnished by the Disclosing Party to the Receiving Party orally, or in written or electronic form, which is confidential, proprietary, or otherwise not generally available to the public.
2. Exclusions from Confidential Information.
The following information shall not be treated as Confidential Information.
- Information which was in the Receiving Party’s possession prior to receipt from the Disclosing party
- is independently developed by the Receiving Party
- was in the public domain at the time of receipt from Disclosing party
- lawfully received by the Receiving Party from a third party without any breach of this Agreement.
3. Obligations of Receiving Party
Receiving Party shall take the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care). Receiving Party shall not, without prior written approval of Disclosing Party, publish, copy, or otherwise disclose, divulge, decompile, disassemble or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall restrict access to Confidential Information to its authorised employees, contractors, and agents who have a need to know the Confidential Information and shall require such persons/entities to execute confidentiality restrictions at least as protective as those contained in this Agreement.
4. Return of Confidential Information.
Receiving Party shall return to the Disclosing Party the Confidential Information in its possession on the request of the Disclosing Party.
5. Term
The confidentiality provisions of this Agreement shall survive for a period of two (2) years following the termination of this Agreement.
6. Remedy
The Receiving Party acknowledges and agrees that in the event of a breach of this Agreement by the Receiving Party, the Disclosing Party will suffer irreparable harm and will therefore be entitled to seek specific performance or injunctive relief or any other equitable remedy to enforce this Agreement.
7. No License
This Agreement does not grant the Receiving Party any license, express or implied or other rights of any kind whatsoever in the Confidential Information.
8. No Assignment
Receiving Party shall not assign this Agreement to any other party without the prior written consent of the Disclosing Party.
9. Relationships
Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.
10. Severability
If a court finds any provision of this Agreement invalid or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
11. Integration
This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.
12. Governing Law
This Agreement shall be governed by the laws of India and the courts of _________ shall have exclusive jurisdiction to decide any dispute related to this Agreement.
13. Waiver
The failure to exercise any right or delay in exercising any such right provided in this Agreement shall not be considered as a waiver of prior or subsequent rights.
This Agreement and each party’s obligations shall be binding on the representatives, assigns, and successors of such party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives, effective as of the day and year first above written.
DISCLOSING PARTY:
Authorized Signatory (Signature):
Authorized Signatory (Name):
Date:
RECEIVING PARTY:
Authorized Signatory (Signature):
Authorized Signatory (Name):
Date: