CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Confidentiality and Non-Disclosure Agreement (hereinafter referred to
as “this Agreement”) is entered into between ____________ (hereinafter referred to
as “Disclosing Party/Parties”) having its office address/adresses at ________ and
__________ (hereinafter referred to as “Receiving Party”) having its office address
at ________ for the purpose of preventing the unauthorized disclosure of confidential
information of the Disclosing Party/Parties with regards to the documents and other
information shared by the Disclosing Party/Parties to the Receiving Party in the due
course of business. The abovementioned parties do hereby agree as follows:
1. Definition of Confidential Information:
For the purpose of this Agreement, “Confidential Information” shall include all
information or materials that has or could have commercial value or other utility in the
business in which the Disclosing Party/Parties is/are engaged and the same shall include
all and any documents shared or provided in the due course of business. However, for
the purpose of this Agreement, the following documents amongst others shared by the
Disclosing Party/Parties with the Receiving Party shall be construed to be within the
meaning and definition of “Confidential Information” and the same are as follows:
A. Balance Sheets
B. Profit and Loss Statements (PNLs)
C. Segment Balance Sheets
D. Revenue Sheets
E. Statements pertaining to the Assets and Liabilities of the Disclosing Party/Parties
F. Any and other such documents that may be shared in the due course of business
2. Restrictions on Use and Disclosure of Confidential Information
a. Non-Disclosure: Both the abovementioned parties shall keep strictly
confidential the giving and receiving of the aforesaid amongst all and any other
documents as also the contents thereof. The Receiving Party shall not, without
the prior written approval of the Disclosing Party/Parties, use the Confidential
Information for the Receiving Party’s own benefit by way of publishing,
copying, or otherwise disclosing to others, or permitting the use of the said
Confidential Information by others for their benefit or to the detriment of the
Disclosing Party.
b. Use: The Receiving Party shall use or cause the Confidential Information to be
used only for the purposes of conducting business with the Disclosing
Party/Parties in a manner consistent with the terms of this Agreement. The
Receiving Party at no point in time shall use the Confidential Information for the
benefit of itself or any other third party of in any manner adverse to, or to the
detriment of the Disclosing Party/Parties or its affiliates and its respective
shareholders.
c. Return of Confidential Information: The Receiving Party shall, upon
accomplishing the purpose for which such Confidential Information is sought,
promptly return the same to the Disclosing Party/Parties upon a written request
being tendered to that extent by the Disclosing Party/Parties. Further, the
Receiving Party shall not retain any of the Confidential Information for its own
record. Notwithstanding such return, both the abovementioned parties shall
continue to be bound by the terms of this Agreement.
d. Disclosure: In the event that either of the abovementioned parties is requested
or required to disclose any Confidential Information during any legal
proceedings or upon being asked to do so by any governmental agency or
regulatory authority, such party shall provide the other party with a prompt
written notice of any such request or requirement so as to enable the other party
to seek an appropriate protective order from a court of law or a governmental
agency or a regulatory authority, as the case may be. However; if in the absence
of such protective order from a court of law or a governmental agency or a
regulatory authority, as the case may be, if either of the abovementioned parties
is legally compelled to disclose the Confidential Information, such party may,
upon obtaining appropriate legal consultation disclose only such portion of the
Confidential Information which is legally required to be disclosed as per the
advice of the legal counsel. Further, both the abovementioned parties shall
endure and undertake to make their best efforts to the preserve the confidentiality
of the Confidential Information by cooperating with the other party in obtaining
such appropriate protective order from a court of law or a governmental agency
or a regulatory authority, as the case may be.
3. Ownership:
The Confidential Information of the Disclosing Party/Parties shall remain to be
the exclusive property of the Disclosing Party/Parties and no right, title or
interest therein or any material developed therefrom would be deemed to be
transferred to the Receiving Party by the factum of the delivery of such
Confidential Information to the Receiving Party.
4. Time Periods:
The provisions of this Agreement shall survive the termination of all or any of
the other Agreements entered into between the abovementioned parties
pertaining to the ordinary course of business between the said parties. Further,
the duty of the Receiving Party to withhold from revealing to any third party, the
Confidential Information or any details pertaining thereto shall remain in force
until the termination of this Agreement.
5. Other Parties:
All affiliates of the Receiving Party including its directors, officers, employees,
agents and representatives shall be included in the definition of “Receiving
Party” for the purpose of this Agreement and shall be bound by the terms and
conditions thereof. The Receiving Party shall be responsible for any and all
breaches of any of the terms of this Agreement by any of its affiliates including
its directors, officers, employees, agents and representatives.
6. Integration:
Both the abovementioned parties hereby agree and are in consensus to the extent
that this Agreement supersedes all prior proposals, agreements, representations
and understandings as also any and all the subsequent proposals, agreements,
representations and understandings that will be entered into between the
abovementioned parties, if at all. This Agreement may not be amended except in
writing and upon such amendment being ratified by both the abovementioned
parties.
7. Licenses:
The Disclosing Party/Parties do not grant any licenses, by implication or
otherwise, under any patent, copyright, trademark, trade secret or any other such
rights to the Receiving Party by disclosing Confidential Information in terms of
the abovementioned clauses.
8. Arbitration:
In the event of the contravention of any of the aforesaid terms and conditions of
this Agreement, the said dispute shall be subject to Arbitration Proceedings
governed by the Arbitration and Conciliation Act, 1996; wherein the parties
shall, by common consensus, invoke the proceedings under the said Act of 1996
and accordingly appoint an Arbitrator who would adjudicate over the claims of
the parties herein.
9. Miscellaneous:
This Agreement shall be binding upon the abovementioned parties and shall also
be binding upon their respective successors and assignees. However, neither
party shall have the right to assign or otherwise transfer its rights and obligations
under this Agreement without prior written consent of the other party. Further,
nothing enumerated hereinabove shall prevent either of the abovementioned
parties from assigning all or any of its rights and obligations under this
Agreement to a subsidiary of that party upon a written notice being formally
tendered to the other party.
IN WITNESS WHEREOF, the parties hereto have duly have duly executed this
Agreement effective as on the ___ day of ___, 2025.
Disclosing Party/Parties:
Signature:
Date:
Receiving Party:
Signature:
Date:
