Non-Disclosure Agreemem
NON-DISCLOSUREAGREEMENT
THISAGREEMENT is made on this
Between
Webtel Electrosoft Limited ( formerly known as
acompany incorporated under the Companies Webtel Electrosoft Private Limited),
114, Ist Floor, Rattan Jyoti Building, I8, Act, 1956 having its registeredoffice at 110
Rajendra
represented by its authorised áttorney, Mr. Praveen Kumar,Place. New Delhi-l10008 duly
called "Webtel" which expressions shall Finance Manager (herein after
unless repugnant to the context and
thereof, be deemed to mean and include its meaning
of the First part. subsidiaries, successors and permitted assigns)
AND
GP Petroleums Limited is a company
incorporated
registered office at 803/4, AckrutiStar, Central Road,under
MIDC,
the Companies Act, having its
400093 duly represented by its authorised signatory, Mr. Arjun Andhri (E), Mumbai
Director & CFO (hereinafter called as GPPL", which Verma, Executive
expression shall unless it be
repugnant to the context or meaning thereof deemed to mean include its
representatives, successors and assigns) of the Second Part. legal
Webtel and GPPL may collectively be referred as
Party" relevant to the context. "Parties" and any one of them as
WHEREAS:
The Parties hereto desire to engage in discussions of a
possible business transaction (the
Transaction"). Such discussions will be able to proceed with more candor and be more
productive if each Party could share certain proprietary information with the other
Party.
NOWTHEREFORE, in consideration of the måtual promises and
covenants contained in
this Agreement, and other good and valuable consideration,the receipt
which is hereby acknowledged, the Parties. hereto agree as follows: and sufficiency of
J. Definition of Confidential Information
a. For the purposes of this Agreement, "Confidential
or information thát is proprietary to the Party makingInformation" means any data
disclosure (the
Party") and is not generally known to the public, whether in tangible orDisclosing
form, whenever and however disclosed, intangible
including, but not limited to: () any
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Non-Disclosure Agrecment
projections, operations, sales
marketing strategics, plans, financial information, or the past, present or
estimates, business plans and performance results relating to
subsidiaries and affiliated
future busincss activities of such party, its affiliates,
companies; (i)) plans for products or services, and customer
or supplier lists;(i)
design, process, procedure,
any scicntific or.technical information, invention,
reports, data,
formula, improvement, technology or method; (iv) any concepts,
tools, specifications,
know-how, works-in-progress, designs, development inventions,
flow charts, databases,
computer software, source code, object code.
information and trade secrets;. Confidential Information
need not be novel, unique,
patentable, copyrightable or constitute a trade secret
in order to be designated
information (the "Receiving
Confidential Information. The party receiving the
Information is proprietary to the
Party") acknowledges that the Confidential through great efforts by the
Disclosing Party, has been developed and obtained
regards all of its Confidential
Disclosing Party and that Disclosing Party
Information as trade secrets.
to the contrary, Confidential
b. Notwithstanding anything in the foregoingwhich: () was demonstrably known
Information shall not include any information
Confidential Information from the
by the Receiving Party prior to receiving the third
Receiving Party from a
Disclosing Party; (ii) becomes rightfully known tothe
Party to maintain confidentiality;
party source under no obligation to Disclosing
of or failure to act by the
(iii) is or becomes publicly available through no fault
to be disclosed in a
Receiving Party in breach of this Agreement; (iv) is required
required to be disclosed by
judicial or administrative proceeding, or is otherwise
employees, consultants
law,; and (v) is or has been independently developed by the this Agreement
or agents of the Receiving Party without violation of the terms of
Information.
or reference or access to any Confidential
2. Disclosure of Confidential Information
From time to time, the Disclosing Party may disclose Confidential Information tothe
Receiving Party. It is expressly clarified that the Disclosing Party should at the time of
disclosure, expressly mark its proprietary information as "Confidential Information',
failing which it willnot be treated as "Confidential Information". It is further expressly
clarífied that oral information shall within 7days of its disclosure, be sent in a written
form, stating it to be a Confidential Information. Failure to do s0, will remove such oral
information from the ambit of the definition of the "Confidential Information".
The Receiving Party will: (a) limit access to any Confidential Information to its
employees, consuitants, agents or representatives (collectively "Representatives")
who have a needto know such Confidential Information in connection with the current
or contemplated business relationship between the Parties to which this Agreement
relates, and only for that purpose; (b) advise its Representatives of the proprietary
nature ofthe Confidential Information and of the obligations set forth in this Agreement
and require such Representatives to keep the Confidential Information confidential; (c)
maintain all Confidential Information in strict confidence by using a reasonable degree
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Non-Disclosure Agreement
safeguarding its own
of care, but not less than the degree of care used by it in received
confidential information; and (d) not disclose any Confidential Information
Fach Party shall
by it to any third party(ies) (exceptas otherwise provided for herein). their respective
be responsible for any breach of this Agreement by any of
Representatives.
3. Use of ConfidentialInformation
The Receiving Party agrees to use the Confidential Information solely in connection
Parties and not for
with the current or contemplated business relationship between the the prior written
without
any purpose other than as authorized by this Agreement other right or
consent of an authorized representative of the Disclosing Party. No
granted to the
license, whether expressed or implied, in the Confidential Information is
solely in
Receiving Party hereunder. Title to the Confidential Information will remain
Party shall
the Disclosing Party. All use of Confidential Information by the Receiving
be for the benefit of the Disclosing Party and any modifications and improvements
thereof by the Receiving Party shallbe the sole property of the Disclosing Party.
4. Maintenance of Confidentiality
Each Party agrees that it shall take reasonable measures to protect the secrecy of and
avoid disclosure and unauthorized use of the Confidential Information of the other
Party. Without limiting the foregoing, the Receiving Party shall take at least those
measures that it takes to protect its own most highly confidential information and shall
ensure that its employees who have access to Confidential Information of the
Disclosing Party, also secure the Confidential Information with reasonable measures.
Neither Party shall make any copies of the Confidential Information of the other Party
unless the same are previously approved in writing by the other Party. Each Party shall
reproduce the other Party's proprietary rights notices onany such approved copies, in
the same manner in which such notices were set forth in or on the original.
5. Compelled Disclosure of Confidential Information
Notwithstanding anything in the foregoing to the contrary, the Receiving Party may
disclose Confidential Information pursuant to any Governmental, Judicial, or
Administrative order, subpoena, discovery request or sinmilar method under the law.
The Receiving Party shall promptly notify the Disclosing Party in writing of such
demand for disclosure so that the Disclosing Party, at its sole expense, may seek to
make such disclosure subject to a protective order or other appropriate remedy to
preserve the confidentiality of the Confidential Information. The Receiving Party
agrees that it shallnot oppose and shall cooperate with the Disclosing Party with respect
to any such request for a protectiveorder or other relief.
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Non-Disclosure Agreement
Notwithstanding the foregoing, if the Disclósing Party is unable toobtain or does not
seck a protective order and the Receiving Party is legally compelled to disclose such
made
Confidential Information, disclosure of such Confidential Information may be
without liability.
6. Term
hold the Confidential Information in
This Agreement and thé Parties' duty to Agreement or the date of the
confidence shallexpire after the period of one (1) year.
Receiving Party, whichever is later.
disclosure of the Confidential Information to the
7. Remedies
hereunder
Confidential Information to be disclosed
Both Parties acknowledge that the dissemination of the
of a unique and valuable character, and that the unauthorized
is of such information. The damages to
Confidential Information would destroy the value
Disclosing Party that would result from
the unauthorized dissemination of the
impossible to calculate. Therefore, both
Parties
Confidential Information would be relief (without the
hereby agree that the DisclosingParty shall
be entitled to injunctive
Confidential
preventing the dissemination of any
posting ofany bond or other security) hereof. Such injunctive relief shall be in addition
Information in violationof the terms
whether at law or in equity. Disclosing Party
toany other remedies available hereunder, including reasonable attorneys' fees,
shall be entitled to recover its costs and fees,
incurred in obtaining any such relief. Further,
the prevailing Party in any litigation
reasonable attorneys' fees and
recover its
relating to this Agreement shall be entitled to
expenses.
formation
8. Returnor Destruction of Confidential In
redeliver to the Disclosing Party all
The Receiving Party shall immediately return and Confidential Information provided
tangible material embodying the Disclosing Party drawings, manuals, records,
hereunder including all notes, summaries, memoranda,
excerpts or derivative information deriving there
from and all other documents or
including copies that have been
materials (and all copies of any of the foregoing,
data or word processing files
converted to computerized media in the form of image,
including any Confidential
either manually or by image captüre) based on or the request of the Disclosing
Information, in whatever form of storage or retrieval, upon
instructions from the Disclosing
Party.Alternatively, the Receiving Party shallunder
Confidential Information
Party, immediately destroy any of the foregoing embodying certify in writing such
(or the nonrecoverable data erasure of computerized data) and the destruction.
destruction by an authorized officer of the Receiving Party supervising
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9. Notice of Breach
Each Party shall notify the other Party immediately upon discovery of any unauthorized
use or disclosure of Confidential Information of the other Party , or any other
breach
of this Agreement, and will cooperate with the other Party in every reasonable way to
help the other Party regain possession of Confidential Information and prevent its
further unauthorized use.
10. No Binding Agreement for Transaction
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
cach Party reserves the right, in their sole and absolute discretion, to reject any and all
proposals andto terminat discussions and negotiations with respect to a Transaction
at any time. This Agreement does not create a joint venture or partnership between the
Parties.
11. Warranty
Each Party warrants that it has the right to make the disclosure(s) under this Agreement.
NO OTHER WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS
AGREEMENT WHATSOEVER. The Patties acknowledge that although they shall
endeavor to include in the Confidential Information all information that they each
believe relevant for the purpose of the evaluation of a Transaction, the Parties
understand that no representation or warranty as to the accuracy or completeness of the
Confidential Information is being made by either party as the Disclosing Party.Further,
neither Party is under any obligation under this Agreement to disclose any Confidential
Information it chooses not to disclose. Neither Party hereto shall have any liability to
the other Party nÍr to. the other Party?s Representatives resulting from any use of the
Confidential Information' except with respect to disclosure of such Confidential
Information in violation of this Agreement.
12. Scope & Termination
This Agreement is intended to cover Confidential Information disclosed by each Party
subsequent to thedate hereof. This Agreement may be terminated upon written notice
by either Party to the othèr Party; provided, however, that, notwithstanding anything
herein to the contrary, the Receiving Party's obligations with respect to each item of
Confidential Information will survive till the expiry of six (6) months of the agreement,
following the disclosure of the applicable Confidential Information.
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Non-Disclosure Agreement
13. Dispute Resolution through Arbitration
Any and all disputes between the Parties arising out of or in connection with this
Agreement or its performance shall, so far as is possible, be settled amicably between
the Partics. In case the matter is not settled amicably, the same shall be referred to
arbitration in accordance with The Arbitration &Conciliation Act, 1996. The place of
arbitration shall be New Delhi, India. The arbitration proceedings shall be in the
English language. The arbitral award shallbe final and binding on the Parties. Parties
to the arbitration will bear their costs themselves.
14. Non-Solicitation
a. Either Party shall not during the term of this Agreement and for aperiod of twelve
(12)months after the termination of the Agreement for whatever reason, directly or
indirectly, solicit or attempt to solicit or hire or otherwise retain, any partner.
principal, or employee of the other Party or any other firm or entity with which the
other Party is affiliated, employed or related..
b. This clause will survive non-renewal or'early termination of this Agreement. This
clause shallapply individually to any partner/founder/employee of either Party in
the event of his/her leaving the firm/organisation.
15.Non-Compete Clause
in
Any employee of webtel is prohibited from joining GPPL, directly or indirectly, for a
contractor, or partner)
any capacity (including as an employee, consultant, Webtel.
period offive (5) years following the termination of their employment with
Thisclause is binding irrespective of the reason for termination and isenforceable
tothe maximum extent permitted by law.
16. ANT-BRIBERY AND ANTI-CORRUPTION CLAUSE
1) Both the parties shallat all times comply with ALL applicable anti-bribery and anti
corruption laws in India.
2) Both the parties irrevocably, unequivocaly and explicitly undertakes, assures and
agrees to:
() Observe the highest standards of ethics during rendering ofthe Services and
further undertakes totake all measures necessary to prevent "Corrupt
Practices",at all times during the discharge of its obligations under this
Agreement/Cohtract/ Work Order.
(i1) neither directly nor indirectly, pay, offer, give, or promise to pay or give,
any portionof monies or Commercial bribery or offer Business Courtesies
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Not-Disclosure Agreement
or anything of value such as gifts, entertainment or other hospitality, to a
public official or a private individual in violation of any existing applicable
laws of Anti-Bribery and Anti-Corruption;
17. Miscellaneous
the Parties and
a. This Agreement constitutes the entire understanding between
Supersedes any and allprior or contemporaneous understandings and agreements,
whether oral or written, between the Parties, with respect to the subject matter
by
hereof. This Agreement can only be modified by a written amendment signed
the authorized representatives of the Parties.
b. The validity, construction and performance of this Agreement shall be governed
India. The Courts at New
and construed in accordance with the applicable laws of
dispute between the
Delhi willhave exclusive jurisdiction to adjudicate upon anyagree that service of any
Parties- arising out of this Agreement. The Parties further respective
certified mail to such party's
process, summons, notice or document by
process for any action, suit or
address set forth above shall be effective service of submitted to jurisdiction in
which it has
proceeding with respect to any matters to
this paragraph. enforce the other Party's strict performance
of any
C. Any failure by either Party to a waiver of its right to subsequently
provision of this Agreement will not constitute
this Agreement.
enforce such provision or any other provision of are considered by the Parties
this Agreement
d. Although the restrictions contained in any
protecting the Confidential Information, if
tobe reasonable for the purpose of competent jurisdiction to be unenforceable,
such restriction is found by a court of its
such provision will be modified, rewritten or interpreted to include as much of
Ifit cannot be so modified, rewritten
nature and scope as will render it enforceable.
notbe given effect, and the
or interpreted to be enforceable in any respect, it will provision was not included.
remainder of the Agreement willbe enforced as if such
should by their nature survive the
e. Allterms and provisions of this Agreement that
termination of this Agreement shallso survive.
hereunder may
f. Anynotices or communications required or permitted to be given
be delivered by hand, deposited with a nationally recognized overnight carrier, 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, 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.
g. 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
consentof the other Party, which consent willnot 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.
Not-DisclosSure, Agreement
h. The receipt of Confidential
limits either Party from: Information pursuant to this Agreement prevents or
i. () Developing, making or
competitive with the productsmarketing
or services
products or services that are or may be
services toothers who compete with of the other; or (ii) providing products or
/. Paragraph headings used in this the other.
used or relied upon in the Agreement are for reference only and shall not be
interpretation of this Agreement.
k. This Agreement may be executed in one.
be deemed an original, but all of which or more counterparts, each of which Shal
instrument together shall constitute one and the sarme
IN WITNESS WHEREOF, the parties hereto
date mentioned above in the presence of have executed this Agreement on the
the witnesses.
For and on behalf of
For and on behalf of
Webtel Electrosoft Limited GP Petroleums Limited
DELHI
horised Signatory Authorised Signatory
Praveen Kuár
Finance Manager
