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Mutual Non-Disclosure Agreement

1. Preamble: This Mutual Non-Disclosure Agreement (“MNDA”) entered into by and between [FIRST PARTY NAME]
(“Our”, “Us” and “We”), a company registered under the Companies Act, 1956 and having its registered office at
[FIRST PARTY ADDRESS] India and the company, legal entity or individual that counter signs this MNDA (“You”
and “Your”).

2. Purpose: The parties are contemplating to enter into a business relationship, for which the parties intend to
exchange Confidential Information in accordance with the terms of this MNDA.

3. Confidential Information: "Confidential Information" means any information communicated by one party
(“Disclosing Party”) to the other party (“Receiving Party”) that can be reasonably understood as being confidential,
including any information that is explicitly called out as confidential. The Receiving Party will limit disclosure of any
Confidential Information to its directors, officers, employees, agents or representatives (collectively
“Representatives”) who have a need to know such Confidential Information.

a. Exclusions: Information that (i) is already known to the Receiving Party without any confidentiality obligation,
or (ii) becomes publicly known, before or after disclosure, with no fault of the Receiving Party, or (iii)
subsequently comes into the possession of the Receiving Party from a third party without any confidentiality
obligation, or (iv) is independently developed by the Receiving Party without the use of Confidential
Information, shall not be considered as Confidential Information.

4. Permitted Disclosure: The Receiving Party may disclose Confidential Information if it is compelled by Law or an
order of a court of competent jurisdiction or a regulatory body. If permitted by Law the Receiving Party shall provide
the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other
appropriate remedy at the expenses of the Disclosing Party. The Receiving Party shall disclose the requested
Confidential Information only to the extent necessary to satisfy the request.

5. Confidential Obligation: The Receiving Party and its Representatives will exercise the same degree of care it
uses to protect its own Confidential Information of a similar nature and importance, but with no less than
reasonable care to protect the Confidential Information from any loss or unauthorized disclosure. The Receiving
Party shall promptly notify the Disclosing party if it discovers any loss or unauthorized disclosure of Confidential
Information.

6. Term and Termination: This MNDA begins on the date the later party signs this MNDA (“Effective Date”) and
continues for twelve (12) months, unless terminated earlier ("Term"). Either party may terminate this MNDA for
any reason by providing fifteen (15) business days written or email notice to the other party. The foregoing
confidentiality obligations of Receiving Party shall survive for a period of three (3) years from the date of disclosure
of such Confidential Information, at which time all confidentiality obligations hereunder shall automatically expire.

7. Destruction of Confidential Information: On the expiration or termination of this MNDA, or on the Disclosing
Party's request, the Receiving Party shall destroy all copies of the Confidential Information. If requested by the
Disclosing Party, the Receiving Party shall provide written confirmation of such destruction.

8. Ownership of Confidential Information: Each party will retain all interest and proprietary rights in the
Confidential Information disclosed by that party. The act of sharing Confidential Information does not assign any
proprietary rights to the Receiving Party.

9. Remedies: The parties acknowledge that a breach or threatened breach of any of the obligations in this MNDA
would result in irreparable harm to the non-breaching party that cannot be adequately relieved solely by monetary
damages. Therefore, the Receiving Party hereby agrees that the Disclosing Party shall be entitled to injunctive
relief, in addition to any other rights and remedies available to the Disclosing Party.
10. Miscellaneous:

a. No Other Obligations: Neither party has any obligation under this MNDA to purchase from or provide to the
other party any products or services, or to enter into any other agreement.

b. Governing Law: This MNDA shall be governed by and construed in accordance with the laws of India and
the courts of Bangalore shall have exclusive jurisdiction to any disputes, claims and actions, whether
contractual or non-contractual, arising out of or in connection with this MNDA.

c. Waiver: No forbearance, inaction or delay by either party in exercising any right under this MNDA shall be
construed as a waiver or acquiescence of that right.

d. Severability: If any provision of this MNDA is found invalid or unenforceable to any extent, the remaining
terms of this MNDA shall not be affected thereby and shall remain in full force and effect to the maximum
extent permitted by law.

e. Counterpart: This MNDA may be executed in counterparts, each of which shall be deemed to be an original,
but all of which, taken together, shall constitute one and the same agreement.

Signed and Accepted Date:

For: [FIRST PARTY NAME]

Signature:

Name:

Title:

Date:

Signed and Accepted

For:

Signature:

Name:

Title:

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