NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement (“Agreement”) is dated ________ (“Effective

Date”) and is entered into by and between:
________________
(“Disclosing party”)
AND
________________ (“Receiving
Party”)
Disclosing Party and Receiving Party are hereinafter referred to individually as a
"Party" and collectively as the "Parties". Wherever the context requires, the Party
disclosing the confidential information shall be referred to as the “Disclosing
Party” and the Party receiving the confidential information shall be referred to as
the “Receiving Party”.
Whereas: A. Disclosing party engages in ____________ and Receiving party
engages in ____________.
B. The Parties wish to collaborate and enter into discussions for the purpose of
__________ (“Purpose”) and wish to keep such discussions confidential.

1. TERMS & DEFINITIONS.

“Invention” shall mean all information relating to business programs, products,
applications, systems, components, technologies and business topics.
“Confidential Information” shall mean all information provided by Disclosing
Party with respect to the Invention, regardless of whether it is written, oral, audio
tapes, video tapes, computer discs, machines, prototypes, designs, specifications,
articles of manufacture, drawings, human or machine-readable documents.
Confidential Information shall also include all information related to the Invention
provided by Disclosing Party to Receiving Party prior to the signing of this
Agreement. Confidential Information shall not include any of the following:
● Such information in the public domain at the time of the disclosure, or
subsequently comes within the public domain without fault of the Receiving
Party;
● Such information which was in the possession of Receiving Party at the time
of disclosure that may be demonstrated by business records of Receiving
Party and was not acquired, directly or indirectly, from Disclosing Party; or
● Such information which Receiving Party acquired after the time of
disclosure from a third party who did not require Receiving Party to hold the
same in confidence and who did not acquire such technical information from
Disclosing Party.

2. USE OF CONFIDENTIAL INFORMATION.

The Receiving Party agrees to use the Confidential Information solely in
connection with the current or contemplated business relationship between the
parties and not for any purpose other than as authorized by this Agreement without
the prior written consent of an authorized representative of the Disclosing Party.
No other right or license, whether expressed or implied, in the Confidential
Information is granted to the Receiving Party hereunder. Title to the Confidential
Information will remain solely in the Disclosing Party. All use of Confidential
Information by the Receiving Party shall be for the benefit of the Disclosing Party
and any modifications and improvements thereof by the Receiving Party shall be
the sole property of the Disclosing Party.

3. RETURN OF CONFIDENTIAL INFORMATION.

All Confidential Information and materials provided by the Disclosing Party,
regardless of the format in which it was shared (including, but not limited to,
printed documents, digital files, emails, prototypes, drawings, diagrams, devices,
and verbal or audio-visual recordings), shall at all times remain the sole and
exclusive property of the Disclosing Party. The Receiving Party acknowledges and
agrees that it is merely being granted temporary access to such information for the
limited and specific purpose described in this Agreement, and that no ownership,
title, or rights to the Confidential Information are transferred or conferred through
such disclosure.

The Receiving Party further agrees to return all Confidential Information to the
Disclosing Party promptly and in good condition within ___ calendar days of
receiving a written request or formal demand from the Disclosing Party. Such
return shall include all originals, copies, summaries, notes, analyses, or other
derivative materials that incorporate or reference the Confidential Information,
regardless of where or how such materials are stored or maintained, including in
physical form or on electronic devices, cloud storage, or personal devices.

In addition, once the Receiving Party has completed its review or evaluation of the
Confidential Information and has determined whether or not to pursue a business
relationship or collaboration with the Disclosing Party, it shall, without further
request, return or destroy all Confidential Information, and confirm in writing that
no copies, excerpts, or other retained materials remain in its possession, custody, or
control. This obligation applies equally to information stored electronically,
digitally, or in any other non-tangible format.

In situations where physical return of certain data is not feasible (e.g., for
electronic documents), the Receiving Party agrees to permanently delete all such
information from all systems, databases, backup drives, and storage media, and to
certify such deletion upon request by the Disclosing Party. The Receiving Party
further agrees that failure to return or properly destroy Confidential Information as
required under this clause constitutes a material breach of this Agreement and may
result in injunctive relief or other legal remedies available to the Disclosing Party.

4. NON-ASSIGNABLE.
This Agreement shall be non-assignable by the Receiving Party unless prior
written consent of the Disclosing Party is received. If this Agreement is assigned or
otherwise transferred, it shall be binding on all successors and assigns.

5. TIME-PERIOD.
This Confidential Information that is shared may not be disclosed by the Receiving
Party to any third party unless the information has been made public or written
permission has been given by the Disclosing Party.

6. NO LICENSE.
The Parties acknowledge and agree that the disclosure of Confidential Information
under this Agreement does not, under any circumstances, grant the Receiving Party
any rights or licenses to use, reproduce, develop, modify, exploit, or otherwise
benefit from any intellectual property belonging to the Disclosing Party. This
includes, but is not limited to, patents, inventions, trade secrets, trademarks,
copyrights, proprietary processes, or any other form of intellectual property,
whether registered or unregistered. The mere act of sharing or receiving such
Confidential Information—regardless of the manner or context in which it is
disclosed (written, verbal, electronic, demonstrative, etc.)—does not imply
permission or legal authority for the Receiving Party to make use of that
information for any purpose other than the specific purpose defined under this
Agreement. Furthermore, no right or license shall be inferred by implication,
estoppel, or any legal theory simply because the Receiving Party has had access to
or knowledge of the Disclosing Party’s proprietary materials or information. All
intellectual property rights shall remain solely and exclusively the property of the
Disclosing Party, and the Receiving Party agrees not to claim ownership or rights
to any such intellectual property unless separately and explicitly granted in writing
by the Disclosing Party through a formal license or agreement.

7. NOTICE OF BREACH.
Receiving Party shall notify the Disclosing Party immediately upon discovery of,
or suspicion of, (1) any unauthorized use or disclosure of Confidential Information
by Receiving Party or its Representatives; or (2) any actions by Receiving Party or
its Representatives inconsistent with their respective obligations under this
Agreement, Receiving Party shall cooperate with any and all efforts of the
Disclosing Party to help the Disclosing Party regain possession of Confidential
Information and prevent its further unauthorized us.

8. BINDING NATURE.
The parties agree that neither party will be under any legal obligation of any kind
whatsoever with respect to a Transaction by virtue of this Agreement, except for
the matters specifically agreed to herein. The parties further acknowledge and
agree that they each reserve the right, in their sole and absolute discretion, to reject
any and all proposals and to terminate discussions and negotiations with respect to
a Transaction at any time. This Agreement does not create a joint venture or
partnership between the parties. If a Transaction goes forward, the non-disclosure
provisions of any applicable transaction documents entered into between the
parties (or their respective affiliates) for the Transaction shall supersede this
Agreement. In the event such provision is not provided for in said transaction
documents, this Agreement shall control.

9. SEVERABILITY.
If a court finds that any provision of this Agreement is invalid or unenforceable,
the remainder of this Agreement shall be interpreted as best to affect the intent of
the Parties.

10. ENTIRE AGREEMENT.

This Agreement sets forth all of the covenants, promises, agreements, conditions,
and understandings between the parties and there are no covenants, promises,
agreements or conditions, either oral or written, between them other than herein set
forth. No subsequent alteration, amendment, change or addition to this Agreement
shall be binding upon either party unless reduced in writing and signed by them.

11. GOVERNING LAW.

This Agreement shall be governed and construed in accordance with the
Applicable Laws of India and be subjected to the exclusive jurisdiction of the
competent courts in Delhi, India.

12. MISCELLANEOUS.
(a) This Agreement constitutes the entire understanding between the parties and
supersedes any and all prior or contemporaneous understandings and agreements,
whether oral or written, between the parties, with respect to the subject matter
hereof. This Agreement can only be modified by a written amendment signed by
the party against whom enforcement of such modification is sought.
(b) The validity, construction and performance of this Agreement shall be
governed and construed in accordance with the laws of India applicable to
contracts made and to be wholly performed within such state, without giving effect
to any conflict of laws provisions thereof. The Judicial courts located in Uttar
Pradesh shall have sole and exclusive jurisdiction over any disputes arising under,
or in any way connected with or related to, the terms of this Agreement and
Receiving Party: (i) consents to personal jurisdiction therein; and (ii) waives the
right to raise forum non conveniens or any similar objection.
(c) Any failure by either party to enforce the other party’s strict performance of
any provision of this Agreement will not constitute a waiver of its right to
subsequently enforce such provision or any other provision of this Agreement.
(d) Although the restrictions contained in this Agreement are considered by the
parties to be reasonable for the purpose of protecting the Confidential Information,
if any such restriction is found by a court of competent jurisdiction to be
unenforceable, such provision will be modified, rewritten or interpreted to include
as much of its nature and scope as will render it enforceable. If it cannot be so
modified, rewritten or interpreted to be enforceable in any respect, it will not be
given effect, and the remainder of the Agreement will be enforced as if such
provision was not included.
(e) Any notices or communications required or permitted to be given hereunder
may be delivered by hand, deposited with a nationally recognized overnight
carrier, electronic-mail, or mailed by certified mail, return receipt requested,
postage prepaid, in each case, to the address of the other party first indicated above
(or such other addressee as may be furnished by a party in accordance with this
paragraph). All such notices or communications shall be deemed to have been
given and received (a) in the case of personal delivery or electronic-mail, on the
date of such delivery, (b) in the case of delivery by a nationally recognized
overnight carrier, on the third business day following dispatch and (c) in the case
of mailing, on the seventh business day following such mailing.
(f) This Agreement is personal in nature, and neither party may directly or
indirectly assign or transfer it by operation of law or otherwise without the prior
written consent of the other party, which consent will not be unreasonably
withheld. All obligations contained in this Agreement shall extend to and be
binding upon the parties to this Agreement and their respective successors, assigns
and designees.
(g) The receipt of Confidential Information pursuant to this Agreement will not
prevent or in any way limit either party from: (i) developing, making or marketing
products or services that are or may be competitive with the products or services of
the other; or (ii) providing products or services to others who compete with the
other.
(h) Paragraph headings used in this Agreement are for reference only and shall not
be used or relied upon in the interpretation of this Agreement.

WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date written below.

DISCLOSING PARTY:

Name: __________________________
Signature: ______________________
Date: __________________________

RECEIVING PARTY :

Name: __________________________
Signature: ______________________
Date: __________________________