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-------------, a company incorporated under the Companies Act, 1956 having its registered
office at -------------------- IN (hereinafter referred to as Discloser which expression shall
unless repugnant to the context or meaning thereof be deemed to mean and include its
successors and permitted assigns)
AND
The Discloser and the Recipient are hereinafter individually referred to as a Party and
collectively referred to as the Parties.
WHEREAS:
Whereas, in order to protect the confidentiality of the information and to ensure the
exclusivity of the arrangements, the Parties are desirous of executing the present
Agreement on the terms and conditions more specifically set out herein.
(b) any information, data, records and books in relation to the existing clients,
investors partners, joint ventures, subsidiaries, shareholders and affiliates of
the Discloser and potential clients, investors, joint ventures and partners of
the Discloser including any details of the representatives, contact nos. etc.;
(c) any information, data, records and other proprietary information (as defined
hereinafter) owned, developed or licensed to the Discloser, whether such
information is developed prior to or during the subsistence of the present
Agreement, any brands, logos, copyright, patent, trademarks, owned or
developed by or licensed to the Discloser and data, records, software etc. to
which any intellectual property is assigned or assignable;
The following information is not Confidential Information and shall not be subject
to the obligations set forth in this Agreement:
(a) information that enters into the public domain through no fault of the
Recipient;
(b) information that is already known to the Recipient and can be shown to be
in its possession at the time of disclosure can be used provided such
information is not in violation of the obligations stipulated in this
Agreement;
(c) information that is subsequently received by the Recipient from a third party
without violating any non-disclosure obligation to the Discloser; or
1.3.1. The Parties to the covenant agree to not disclose the Confidential Information as
may be received by them during the subsistence of this Agreement, and further
agree and undertake:
(a) To use all reasonable efforts to protect the Confidential Information and
keep it confidential, using a standard of care no less than the degree of care
that any other party would be reasonably expected to employ for his own
similar confidential information. In particular neither Party shall directly or
indirectly disclose, allow access to, transmit or transfer the Confidential
Information to any third party without the other Partys prior written
consent. The Parties shall disclose the Confidential Information strictly on
a need to know basis for the purpose of the said Agreement.
(c) Not to use any of the Confidential Information except for the purpose of the
said Agreement which strictly between the Discloser and the Second Party;
(d) Not to reveal, report, publish, disclose, transfer or otherwise use the
Confidential Information directly or indirectly in any way, except as
specifically authorized by either of the Parties;
(e) Not to use any of the Confidential Information to compete unfairly with or
obtain unfair advantage in any commercial activity which may be
comparable to the commercial activity contemplated by the Parties in
connection with the said Agreement..
(a) The Recipient shall delete all the Confidential Information from all retrieval
systems and databases or destroy the same and furnish to the Discloser a
certificate of such deletion or destruction.
(b) The Recipient will promptly provide a list containing the full name and
address of any person having access to or copies of the Confidential
Information and the reason as to why such access is necessary, in case the
same is required for any judicial purpose.
(c) The obligation for confidentiality shall survive upon termination of this
Agreement.. If any provision of this Agreement is held to be invalid or
unenforceable in whole or in part, such invalidity or unenforceability shall
attach only to such provision or part thereof and remaining part of such
provision and all other provisions hereof shall continue in full force and
effect.
(d) The Recipient shall further comply with any other reasonable security
measures as requested by the other Party.
2. TERMINATION
3. NO RIGHTS GRANTED
Recipient understands and agrees that this Agreement does not constitute a grant or
an intention or commitment to grant any right, title or interest in Disclosers trade
secrets to Recipient.
4. INTELLECTUAL PROPERTY
All Confidential Information disclosed herein shall remain the sole property of the
Discloser and the Receiving Party shall obtain no right thereto of any kind by reason
of this Agreement.
5. AMENDMENTS
Any amendment to this Agreement shall be agreed in writing by both Parties and
shall refer to this Agreement.
6. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
India.
7. ARBITRATION
In the event of any dispute/ difference/ quantum of compensation arising between
the Parties out of or relating to or in respect of this Agreement, the same shall be
referred to the arbitration of New Delhi, as mutually agreed upon by both the parties
to this agreement in accordance with the Arbitration and Conciliation Act, 1996.
The Arbitrator shall give reasons for the award, which shall be final and binding
between the parties. The seat of such Arbitration shall be at New Delhi and the
Parties expressly submits to the jurisdiction of the competent courts in New Delhi
alone.
8. GENERAL
8.1 The Receiving Party agrees to indemnify the Discloser for any loss, liability, damages,
cost or expense (including attorneys fees) arising out of any claims, which may be made
against the Discloser arising out of their use of the Logo or marketing materials where such
claim relates to their activities, products or services. Notwithstanding above, the Receiving
Party shall have no obligation to indemnify the Discloser with respect to a claim of
trademark or copyright infringement based upon their use of the Logo or marketing
materials, as expressly permitted under this Agreement.
8.2 The Receiving Party shall disclose of any similar agreements explicit or otherwise, for
similar purpose/application with in its own organization, or any other third party.
8.3 Recipient recognizes and acknowledges that any breach or threatened breach of this
Agreement by Recipient may cause Discloser irreparable harm for which monetary
damages may be inadequate. Recipient agrees, therefore, that Discloser shall be entitled to
an injunction to restrain Recipient from such breach or threatened breach. Nothing in this
agreement shall be construed as preventing Dis-closer from pursuing any remedy at law or
in equity for any breach or threatened breach of this agreement.
8.4 This Agreement does not create any agency or partnership relationship between the
parties.
Discloser
________________________
(Authorized Representative)
Recipient
------------------
Director
___________________________
(Authorized Representative)