Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement ("Agreement") is made effective as of March 3, 2025 ("Effective Date"), by and
between Alli Krikorian Weddings & Events, LLC ("Disclosing Party"), of 170 Washington
St, Haverhill, Massachusetts 01832, and Sunil Gautam MD ("Recipient"), of
Aron Web Solution Pvt Ltd
The Disclosing Party has requested, and the Recipient has agreed, to protect any confidential material and
information that the Disclosing Party may share. Therefore, the parties agree as follows:
Confidential Information. The term "Confidential Information" refers to any and all confidential, proprietary, or
non-public information exchanged between the Parties, whether directly or indirectly. This includes, but is not
limited to, trade secrets revealed on or after the Effective Date, regardless of whether the Confidential Information
is disclosed in writing, orally, or through other forms of communication or observation.
Purpose of Disclosure. The Disclosing Party and the Recipient desire to share the Confidential Information in
connection with the following:
Sensitive information will be disclosed to the recipient to determine whether the recipient can assist the disclosing
party with the development of a software program.
Term. The term of this Agreement will begin on the Effective Date and shall remain in effect until five years from
the Effective Date ("Termination Date"), unless terminated earlier as outlined in the Termination section below.
Either party may alter the Termination Date by mutual written consent. During the term of this Agreement
and indefinitely after the Termination Date, the Recipient must continue to protect the Confidential Information
that was received during the term of this Agreement from unauthorized use or disclosure.
Termination. Either party may end this Agreement prior to the Termination Date, with or without cause,
upon 90 days' written notice to the other party ("Early Termination"). Upon Early Termination, the Recipient must
continue to protect the Confidential Information that was received during the term of this Agreement from
unauthorized use or disclosure indefinitely.
Protection of Confidential Information. The Recipient understands and acknowledges that the Confidential
Information has been developed or obtained by the Disclosing Party by the investment of significant time, effort,
and expense, and that the Confidential Information is a valuable, special, and unique asset of the Disclosing
Party which provides the Disclosing Party with a significant competitive advantage and needs to be protected from
improper disclosure. In exchange for receiving the Confidential Information, the Recipient agrees as follows:
(a) No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose
the Confidential Information to any person or entity without the prior written consent of the Disclosing
Party.
(b) No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without
the prior written consent of the Disclosing Party.
(c) Unauthorized Use. The Recipient shall promptly advise the Disclosing Party if the Recipient becomes
aware of any possible unauthorized disclosure or use of the Confidential Information.
(d) Application to Employees. The Recipient shall not disclose any Confidential Information to any
employees of the Recipient, except those employees who are required to have the Confidential
Information to perform their job duties in connection with the limited purposes of this Agreement. Each
permitted employee to whom the Confidential Information is disclosed shall sign a non-disclosure
agreement substantially the same as this Agreement at the request of the Disclosing Party.
Exceptions to Confidential Information. Confidential Information, as it is used in this Agreement, does not
include the following information: (i) Information that is publicly known due to disclosure by the Disclosing Party;
(ii) information received by the Recipient from a third party who has no confidentiality obligation; (iii) information
independently created by the Recipient; (iv) information disclosed by operation of law; and (v) any other
information that both parties agree in writing is not confidential.
Unauthorized Disclosure of Confidential Information - Injunction. The Recipient acknowledges and agrees
that there can be no adequate remedy at law if any Confidential Information is disclosed or is at risk of being
disclosed in breach of this Agreement. Upon any such breach the Disclosing Party shall be entitled to temporary or
permanent injunctive or mandatory relief. The Disclosing Party shall not be prohibited by this provision from
pursuing other remedies, including a claim for losses and damages.
Whistleblower Protection. This Agreement is in compliance with the Defend Trade Secrets Act and provides
civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal,
state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law;
or (ii) in a complaint or other document filed in a lawsuit if made under seal.
Non-Circumvention. During the term of this Agreement, and for five years thereafter, the Recipient will not
attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by the
Disclosing Party to the Recipient for the purpose of circumventing, the result of which shall be to prevent the
Disclosing Party from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of
the Disclosing Party. If such circumvention shall occur the Disclosing Party shall be entitled to any commissions
due pursuant to this Agreement or relating to such transaction.
Return or Destruction of Confidential Information. Upon termination of this Agreement or upon written
request from the Disclosing Party, the Recipient must return all Confidential Information and property belonging to
the Disclosing Party. This includes, but is not limited to, records, notes, data, memoranda, models, and equipment
of any kind that are in the Recipient's possession or control and pertain to the Disclosing Party's Confidential
Information. All copies or extracts of the Confidential Information must be promptly and permanently deleted.
Relationship of Parties. Neither party has an obligation under this Agreement to purchase any service or item
from the other party, or commercially offer any products using or incorporating the Confidential Information. This
Agreement does not create any agency, partnership, or joint venture.
No Warranty. No warranties are made by the Disclosing Party to the Recipient under this Agreement with respect
to the Confidential Information, including warranties of merchantability, fitness for a particular purpose, or
noninfringement. Any information exchanged under this Agreement is provided "AS IS." The Disclosing
Party does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed
or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the
Confidential Information shall be solely at the risk of the Recipient.
Limited License to Use. The Recipient shall not acquire any intellectual property rights under this Agreement
except the limited right to use as set forth above. The Recipient acknowledges that, as between the Disclosing
Party and the Recipient, the Confidential Information and all related copyrights and other intellectual property
rights, are (and at all times will be) the property of the Disclosing Party, even if suggestions, comments, and/or
ideas made by the Recipient are incorporated into the Confidential Information or related materials during the
period of this Agreement.
Indemnification. The Recipient agrees to indemnify and hold the Disclosing Party harmless from all claims,
losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against the Disclosing
Party that result from the acts or omissions of the Recipient and their employees, agents, or representatives.
Attorney's Fees. If a legal suit, action, or proceeding, including arbitration, is brought by any party to enforce or
to interpret any provision of this Agreement, the prevailing party will be entitled to recover, in addition to any other
damages awarded, all costs associated with conducting the suit, action, proceeding, or arbitration and reasonable
attorneys' fees.
Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter
contained herein. No other promises, warranties, representations, agreements, or understandings, whether oral or
written, exist concerning this subject matter. This Agreement supersedes any previous or simultaneous oral or
written promises, warranties, representations, agreements, or conditions between the parties.
Amendment. This Agreement may be modified, amended, or supplemented only if the changes are made in
writing and signed by both parties.
Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable for any
reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid, illegal, or unenforceable, but that by limiting such provision, it will become valid, legal,
and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
Governing Law. This Agreement shall be governed by the laws of Massachusetts.
Signatories. This Agreement shall be executed by Alli Krikorian, Owner and Operator, on behalf of Alli Krikorian
Weddings & Events, LLC and Sunil Gautam and delivered in the manner prescribed by law as of the date first
written above.
The Disclosing Party:
Alli Krikorian Weddings & Events, LLC, Alli Krikorian
Owner and Operator
Date: 4 March, 2025
The Recipient:
Sunil Gautam MD of Aron Web Solution Pvt Ltd
Date: 4th March 2025
