NON-DISCLOSURE AGREEMENT
This NON- DISCLOSURE AGREEMENT (hereinafter referred as an Agreement) is made on
_________ 2018 at Mumbai.
BETWEEN
_________________, a Company incorporated under the Companies Act, 1956 Corporate
Identification Number (CIN): ____________having its registered office at
_______________________________________ (hereinafter referred as Disclosing Party
which expression shall be deemed to mean and include its successors and permitted
assigns) of the FIRST PART.
AND
_____________________ a company incorporated under the Companies Act, 1956 having
its registered Office at ______________(herein referred to as the “_______”/ Receiving
Party which expression shall, unless it be repugnant to the context or meaning thereof be
deemed to mean and include its successors and permitted assigns) of the SECOND PART.
Disclosing Party and Receiving Party are hereinafter individually referred to as “Party”
and collectively referred to herein as “Parties”.
RECITALS
a) ______________ is in the business of providing ____________ services.
b) Receiving Party is in the business of ______________________.
c) The parties wish to have discussions to enable _______ to perform the Services for
the Disclosing Party (the “Purpose”). Disclosing Party is desirous to enter into
discussions and negotiations with _______ for availing _______ and other related
services of _______________. wherein Disclosing Party shall disclose certain
confidential information to _______.
d) Disclosing Party has agreed to provide certain of its Confidential Information to
_______ for the Purpose.
confidentiality1.doc (Dec 2010)
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e) _______ acknowledges and agrees that any such Confidential Information shall be
regarded as confidential and should not be copied, disclosed or used except in
accordance with this Agreement.
1. INTERPRETATION
1.1 In this Agreement, unless the contrary intention appears:
“Authorised Person” means an officer or employee of _______ who has a
need to know the Confidential Information whom _______ deem necessary as
needing to know the Confidential Information for the Approved Purpose.
“Confidential Information” means all information of the Disclosing Party disclosed
to _______ for the Purpose and identified by the Disclosing Party as confidential.
This information shall include data, information, plans, strategies, technologies and
any other information disclosed to ____________ by Disclosing Party.
“Services”/ “Purpose” means ______ services and all related services to be
availed for the purpose of _________ by Disclosing Party from ______________.
Words importing the singular include the plural and vice versa and words importing
a gender include the other gender.
1.2 The word “person” includes a firm, body corporate, unincorporated association or
authority.
1.4 A reference to a thing is a reference to the whole and each part of it.
1.5 Where a word or phrase is given a particular meaning, other parts of speech and
grammatical forms of that word or phrase have corresponding meanings.
2. OBLIGATION TO TREAT AS CONFIDENTIAL
2.1 _______ will:
(a) keep the Confidential Information confidential, except to the extent
disclosure is authorised by this Agreement;
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(b) take all reasonable precautions to preserve the confidentiality of the
Confidential Information and promptly notify Disclosing Party if _______, or
any officer or employee of _______, reasonably believes that the
Confidential Information is being disclosed or used in violation of the terms
hereof.
2.2 _______ will:
(a) use the Confidential Information solely for the Purpose; and
(b) only disclose the Confidential Information to Authorised Persons for the
Purpose.
2.3 Subject to subclause 2.4, _______ is relieved from its obligations under clause
2.1 if:
(a) the Confidential Information is or becomes part of the public domain
otherwise than by a breach of clause 2.1; or
(b) _______ is required by law to disclose the Confidential Information.
2.4 Before disclosing Confidential Information on a ground set out in subclause
2.3(b), _______ must give Disclosing Party, if legally permissible, prior written notice
of _______’s intention to disclose with reasonable detail of the reasons for the
disclosure.
2.5 _______ will, if it has a legal obligation to disclose the Confidential Information to a
third party under clause 2.3(b) and if requested by Disclosing Party, make
reasonable efforts to preserve the confidentiality of the Confidential Information, by
cooperating with Disclosing Party’s efforts to obtain an appropriate protective order
and requesting that the confidentiality of the Confidential Information will be
preserved by the third party.
2.6 Disclosing Party may at any time by written notice ask _______ to return all copies
of the Confidential Information in _______’s possession, and _______ shall comply
with such notice immediately on receipt of the written notice from Disclosing Party.
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2.7 Any part of the Confidential Information that cannot conveniently be returned to the
Disclosing Party will be destroyed in the way directed by Disclosing Party.
2.8 Despite clauses 2.6 and 2.7:
(a) _______ may retain one copy of the Confidential Information, in whatever
form of media, for its file if it is required to retain by law or regulation
3. INJUNCTIVE RELIEF
It is understood and agreed that money damages would not be sufficient remedy for
any breach of this Agreement and that Disclosing Party shall be entitled to injunctive
relief as a remedy for such breach, without prejudice to any other rights or remedies
available to Disclosing Party under the applicable law.
The Receiving Party will indemnify and keep indemnified and hold the Disclosing
Party indemnified fully and without limit from any loss, harm or damage suffered by
it as a result of any use, misuse or disclosure of such confidential information for the
purpose of other than those permitted under this Agreement if any, in contract, tort
or otherwise arising in connection with any matter relating to this Agreement.
4. TERM
This Agreement will expire and be of no further force or effect ____ years after the
disclosure of the Confidential Information to _______. However the obligation of
_____ under this Agreement to keep the confidential information shall survive.
5. OWNERSHIP OF CONFIDENTIAL INFORMATION
Disclosing Party retains all rights, title and interest to its Confidential Information. No
license under any trademark, patent or copyright, or application for same which are
now or hereafter may be obtained by Disclosing Party is either granted or implied by
the disclosure of Confidential Information. Confidential Information is provided “as
is” with all faults. In no event shall Disclosing Party be liable for the accuracy or
completeness of the Confidential Information.
6. MISCELLANEOUS
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6.1 This Agreement will be governed by and
construed in accordance with the laws of India and the parties hereby submit
themselves to the exclusive jurisdiction of the Courts of New Delhi, India.
6.2 If any dispute or differences arise between the Parties hereto during the
subsistence of this Agreement or thereafter in connection with the validity,
interpretation, implementation or alleged breach of any provision of this Agreement
or regarding questions (hereinafter referred to as the “Dispute”), the Parties shall
firstly endeavour to settle the Dispute amicably. In case of failure to amicably
resolve the Dispute within thirty (30) days from the date of occurrence of the
Dispute, the Dispute shall be referred to a sole arbitrator to be appointed mutually
by the parties. If the Parties cannot agree upon a single arbitrator, there shall be
three arbitrators, one appointed by each Party and a third to be appointed by the
two arbitrators so appointed. The Arbitration proceedings shall be conducted in
accordance with the Arbitration and Conciliation Act, 1996, in English Language.
The Venue of such Arbitration shall be conducted at New Delhi. The award passed
by the Arbitrator shall be final and binding on all the parties concerned
6.3 The relationship between the parties is that of independent contractors and
nothing in this Agreement will be construed as establishing an agency, partnership,
joint venture, or employment relationship between the parties.
6.4 Neither Party may assign any of its rights or obligations under this Agreement
without the prior written consent of the other Party.
6.5 A provision of or a right created under this Agreement may not be:
(a) Waived except in writing signed by the party granting the waiver; or
(b) No modification or amendment of this Agreement shall be binding upon the
parties unless contained in writing and signed by duly authorized representatives of
both the Parties..
6.6 All notices or other documents that a party is required or may want to deliver to the
other party will be in writing and delivered in the address provided herein above.
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement on the day
and year first above written
SIGNED for and on behalf of )
_________________________ ) ............................................................
by its duly authorised officer )
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Mr.______________ )
Designation:
in the presence of:
.......................................
Signature of Witness
.......................................
Name of Witness
SIGNED for and on behalf of )
_________________________ )
) ............................................................
by its duly authorised officer )
Name:
Designation: )
in the presence of:
.......................................
Signature of Witness
.......................................
Name and address of Witness
