Confidentiality and Non-use Agreement
Parties
This Agreement is made and executed at Kolenchery on this …. day of ……month,
……Year between ………………..a company incorporated under the laws of India and
having its registered office at ………… (“CUSTOMER”) and SYMEGA Food Ingredients
Ltd. a company incorporated under the provisions of existing laws, with its registered
office at SYNTHITE Taste park, No XI 312G, Pancode, Near Kolenchery, 682310,
Kerala, India (“VENDOR”).
Purpose
CUSTOMER is in the business of developing, manufacturing, packaging and
marketing food products, including Ready to Eat, Ready to Cook, snack and other
food products. VENDOR is in the business of developing, manufacturing and
Marketing of Savoury Foods and Ingredients. CUSTOMER is interested in engaging
the services of VENDOR for supply of plant-based protein products, seasonings,
Marinades, Gravies, Pastes and flavours.
In order to enable CUSTOMER to associate with VENDOR, CUSTOMER, at its sole
discretion, will from time to time disclose to VENDOR information that is considered
confidential to CUSTOMER. CUSTOMER is willing to do so provided that VENDOR
observes certain requirements to assure that such information is kept confidential
and not used in any way, except as expressly authorized herein.
Description of CUSTOMER Confidential Information
"Confidential Information" shall mean all information disclosed to VENDOR by
CUSTOMER that is disclosed either directly or indirectly, orally, in writing or by
inspection of equipment, materials or processes used by CUSTOMER. All data
generated by VENDOR during the course of analysis of CUSTOMER products or
products of its associates shall be considered Confidential Information. Confidential
Information shall also mean information that is proprietary or confidential to a third
party, including any related company of CUSTOMER and that is disclosed by
CUSTOMER to VENDOR. Confidential Information shall include information and data
relative to the VENDOR provided by CUSTOMER, or derived from information
provided by CUSTOMER.
Confidential Information which is specific, such as Confidential Information pertaining
to materials, samples, and/or equipment, shall also form part of Confidential
Information. In addition, any other proprietary information including recipes.
Limited Disclosure
VENDOR agrees to limit dissemination of Confidential Information only to those of its
employees having a need-to-know and who have been advised of the obligations and
restrictions assumed hereunder, and VENDOR shall cause all such persons to comply
with the terms herein. Any failure on this account shall be construed as a breach of
this Agreement.
No Right or Claim to Confidential Information by VENDOR
VENDOR acknowledges that the Confidential Information is the confidential and
proprietary information and property of CUSTOMER and that VENDOR does not have
any claim, right, title, property or other interest or license of any kind or nature in
the Confidential Information. VENDOR shall hold and maintain the Confidential
Information in strict confidence and in trust for the sole and exclusive benefit of
CUSTOMER.
VENDOR agrees to use the same degree of care, but no less than a reasonable
degree of care, as it uses with respect to its own similar information, to protect the
confidential information and to prevent (a) any use of the Confidential Information
not authorized in this Agreement, (b) dissemination of the Confidential Information to
any other Resource/associate of company without a need to know, (c)
communication of Confidential Information to any third party or (d) publication of
Confidential Information.
Return of Confidential Information
Upon written request by CUSTOMER or upon completion of any assignment given to
VENDOR or upon termination or expiry of this Agreement, VENDOR shall promptly
return to CUSTOMER any and all CUSTOMER materials containing Confidential
Information, and destroy materials derived from VENDOR’S access to CUSTOMER
Confidential Information together with all reproductions thereof in any form which
VENDOR and/or any/all of its employees may have in its/their possession or control.
Relief
VENDOR understands and acknowledges that any disclosure or misappropriation of
any of the Confidential Information in violation of this Agreement may cause
CUSTOMER irreparable harm, the amount of which may be difficult to ascertain and,
therefore, agrees that CUSTOMER shall have the right to apply to a court of
competent jurisdiction for such relief as CUSTOMER shall deem appropriate and this
right of CUSTOMER is in addition to the remedies otherwise available to CUSTOMER
at law or in equity.
New Developments Resulting from Discussions
Unless otherwise expressly provided in a subsequent writing signed by both parties,
should any inventions, improvements, discoveries or other developments be created
as a result of discussions between CUSTOMER and VENDOR (hereinafter “Work
Product” (Specifically identified by unique product code), CUSTOMER and VENDOR
agree that such Work Product (Specifically identified by unique product code to be
created by vendor and mentioned in Annex-1 and rights shall be belongs to
customer) and all intellectual property rights therein and thereto, shall be
CUSTOMER’S sole and exclusive property, regardless of whether such Work Product
is conceived, made, authored or reduced to practice solely by CUSTOMER or solely
by VENDOR, or jointly by CUSTOMER and VENDOR. CUSTOMER shall reimburse
VENDOR for its expenses in cooperating with CUSTOMER to secure CUSTOMER’S
intellectual property rights to the Work Product. However, at no time nor under any
circumstances will there be any contingent or continuing fees such as royalties,
commissions or profit participation, payable by CUSTOMER in connection with such
Work Product.
No Obligation to Do Business
Nothing herein shall be deemed to obligate CUSTOMER to purchase any goods or
services from VENDOR, or to enter into any further relationship with VENDOR.
Disclaimer of Other Relationships
This Agreement does not create a relationship of agency, partnership, joint venture,
or license between the parties.
Obligations Cover All Related Discussions
Both CUSTOMER and VENDOR intend and agree that the obligations accepted under
this Agreement shall be effective retroactively to the date Confidential Information
was first disclosed, made available or provided to VENDOR.
Term and Length of Obligations
This Agreement is made effective from such date when Confidential Information was
first shared by CUSTOMER with the VENDOR. VENDOR’S obligations of
confidentiality and non-use for Confidential Information received hereunder shall
survive the termination of this Agreement.
Term & Termination
This agreement is valid for a period of 1 (One) year from the effective date unless
terminated earlier either of parties. The agreement may be terminated by either
party by giving 90 days prior written notice to the other party.
Governing Law
This Agreement constitutes the entire understanding and agreement of the parties
with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements or understandings, inducements or conditions,
express or implied, written or oral between the parties with respect to the subject
matter hereof. This Agreement may not be amended or supplemented except in a
writing signed by both parties. The terms contained herein shall be governed by and
construed in accordance with the laws of the India.
Arbitration
In case of any dispute between the parties arising out of this agreement, the same
shall be referred to a sole Arbitrator who shall be appointed by mutual agreement
and whose decision shall be final and binding. The said arbitration shall be governed
by th provisions of under the Arbitration & Conciliation Act, 1996 or any statutory
modification or re-enactment thereof. The venue and seat of Arbitration will be in
……………… and the language of arbitration will be English.
Jurisdiction
Subject to the above, the Courts of …………… shall have the exclusive jurisdiction to
try all cases arising out of this agreement.
IN WITNESS WHEREOF, each party's acceptance of these terms is indicated by the
authorized signature of a representative of each party in the space provided below.
VENDOR: SYMEGA Food Ingredients Ltd.
SYNTHITE Taste park, No XI 312G, Pancode, Near Kolenchery, PIN- 682310,
Ernakulam District, Kerala, India
Signature: __________________________
Name: Santhosh Stephen
Title: Managing Director
CUSTOMER:
Signature: ________________________
Name:
Title:
