Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (the “Agreement”) is made and effective as of the last date of acceptance by a Party (the “Effective Date”)
BETWEEN
__________ , a company/partnership, incorporated under the laws of India , having its registered office at Registered address hidden (hereinafter referred to as “__________”, which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns);
AND
__________ , a company/partnership, incorporated under the laws of India , having its registered office at Registered address hidden (hereinafter referred to as “__________”, which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns);
Whereas
each party (“Disclosing Party”) may disclose information to the other (“Recipient”) on the Platform, information that relates to the Disclosing Party’s business strategy, finances or other business information, including quotes, concepts, sales and/or marketing proposals, strategies, designs, data, trade secrets and know-how, research, product plans, products, customer technical requirements, software, programming techniques, algorithms, services, suppliers, customers, employees, markets, forecasts, intellectual property, technology, engineering, apparatus, techniques, hardware configuration information, and any other confidential information (“Confidential Information”) solely on the platform operated by GTsetu at https://gtsetu.com (“Platform”). The Parties expressly agree that this Agreement governs only such Confidential Information as is disclosed by either Party solely through the Platform. For the avoidance of doubt, any information exchanged by any other means, including but not limited to oral communications, written correspondence, electronic communications, meetings, discussions, or through any other platform or medium, shall be excluded from the scope of this Agreement and shall not be treated as Confidential Information hereunder.
Confidentiality Obligations
Recipient shall not disclose the Disclosing Party’s Confidential Information to a third party or use the Disclosing Party’s Confidential Information except as authorized by the Disclosing Party and contemplated by the nature of the business relationship between the parties. Recipient shall protect the confidentiality of the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind and shall disclose such information to (i) its employees and independent contractors who have a need to know; and (ii) any other party with the Disclosing Party’s prior written consent. Before disclosure to any of the above parties, the Recipient must have an appropriate written agreement with such party sufficient to require that the party treats such Confidential Information in accordance with this Agreement.
Exceptions
This Agreement shall not restrict Recipient’s use of information (including, but not limited to, ideas, concepts, know-how, techniques and methodologies): (a) which is or becomes publicly available through no breach of this Agreement; (b) independently developed by Recipient; (c) previously known to Recipient without obligation of confidence; or (d) acquired by Recipient from a third party which is not, to Recipient’s knowledge, subject to an agreement of confidentiality with respect to such information.
Legal Compulsion
In the event Recipient receives a subpoena or other administrative or judicial process requesting Confidential Information, Recipient shall notify the Disclosing Party of such receipt to allow the Disclosing Party a reasonable opportunity to obtain a protective order. The Recipient may thereafter comply with such subpoena or process to the extent required by law.
Competitive Activities
This Agreement shall not restrict Recipient’s right to develop, use, or market products or services similar to, or competitive with, products or services of the Disclosing Party, so long as such development, use, or marketing does not contain any Confidential Information.
No License
Neither this Agreement, nor any disclosure of Confidential Information hereunder grants the Recipient any right or license under any trademark, trade secret, copyright or patent now or hereafter owned or controlled by the Disclosing Party.
Disclaimer of Warranties
All CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS CONFIDENTIAL INFORMATION.
Assignment
Neither party shall assign this Agreement without the other party’s consent. Notwithstanding the foregoing, however, a party shall have the right to assign this Agreement to its affiliate, subsidiary or an entity that purchases all or substantially of its assets as a result of a merger, sale of equity interest or otherwise, provided that the entity agrees in writing to be bound by the terms of this Agreement, and provided that such assignment shall not release the party from its obligations hereunder.
Injunctive Relief
Each party acknowledges that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information of the other party, and that in the event of a breach or threatened breach of the Agreement, the other party shall be entitled, without waiving any other rights or remedies, to seek injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
Term and Termination
Either party may terminate this Agreement by providing thirty (30) days advance written notice to the other. Documents or other materials containing Confidential Information shall be promptly returned or destroyed upon the Disclosing Party’s request. The restrictions imposed by this Agreement shall last for a period of three (3) years following termination of this Agreement.
Governing Law
This Agreement shall be governed by the laws of Singapore. This Agreement is the complete and exclusive agreement regarding disclosure of the Confidential Information.