𝐓𝐇𝐈𝐒 𝐂𝐎𝐍𝐅𝐈𝐃𝐄𝐍𝐓𝐈𝐀𝐋𝐈𝐓𝐘 𝐀𝐍𝐃 𝐍𝐎𝐍-𝐃𝐈𝐒𝐂𝐋𝐎𝐒𝐔𝐑𝐄 𝐀𝐆𝐑𝐄𝐄𝐌𝐄𝐍𝐓 (this “Agreement”) is made and entered into as of the Effective Date of Agreement set forth above by and between 𝐇𝐨𝟐𝐇𝐨 (Hereinafter referred to as the “𝐇𝐢𝐫𝐞𝐫
”) Rajakilpakam Main Road, Madambakkam, Chennai - 600073 and ________________ (Hereinafter referred to as the “𝐂𝐨𝐧𝐭𝐫𝐚𝐜𝐭𝐨𝐫”)
WHEREAS, either Party possesses certain confidential proprietary information; and WHEREAS, in connection with the pursuit, evaluation and/or feasibility of a business relationship, and/or the consummation of a transaction (collectively, the "Business Purposes") between the two parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-venture, trading partners, employees and other organizations (hereinafter referred to as Affiliates), confidential proprietary information of one Party may become available to the other Party.
WHEREAS, either Party desires to prevent the unauthorized use and disclosure of its confidential proprietary information.
NOW THEREFORE, in consideration of these premises and for other good and valuable consideration, Receipt of which is hereby acknowledged, the parties agree as follows:
I. 𝐂𝐎𝐍𝐅𝐈𝐃𝐄𝐍𝐓𝐈𝐀𝐋 𝐈𝐍𝐅𝐎𝐑𝐌𝐀𝐓𝐈𝐎𝐍
For purposes of this Agreement, Confidential Information shall include, but not be limited to,
documents, records, information and data (whether verbal, electronic or written), drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, patent applications, know-how, experimental results, specifications and other business information, relating to Client’s business, assets, operations or contracts, furnished to Contractor and/or Contractor’s affiliates, employees, officers, owners, agents, consultants or representatives, in the course of their work contemplated in this Agreement, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary. Confidential Information also includes any and all analyses, compilations, work product, studies, and other materials prepared by or in the possession or control of the Contractor, which contain, include, refer to or otherwise reflect or are generated from any Confidential Information. Confidential Information may be provided in written, oral, electronic or other form.
𝐈𝐈. 𝐍𝐎𝐍 - 𝐃𝐈𝐒𝐂𝐋𝐎𝐒𝐔𝐑𝐄 𝐎𝐁𝐋𝐈𝐆𝐀𝐓𝐈𝐎𝐍𝐒
The Receiving Party promises and agrees to receive and hold the Confidential Information in confidence. Without limiting the generality of the foregoing, the Receiving Party further promises and agrees:
A. To protect and safeguard the Confidential Information against unauthorized use, publication or disclosure;
B. The content/contents in the name of Ho2Ho or other firm related things should not be discussed or revealed to any other parties outside the parameters of this NDA.
C. Not to use any of the Confidential Information except for the Business Purposes.
D. Not to directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information except as specifically authorized by the Disclosing Party in accordance with this Non-Disclosure Agreement.
E. Not to use any Confidential Information to unfairly compete or obtain unfair advantage vis-a-vis Disclosing Party in any commercial activity which may be comparable to the commercial activity contemplated by the parties in connection with the Business Purposes.
F. To restrict access to the Confidential Information to those of its officers, directors, and employees who clearly need such access to carry out the Business Purposes.
G. To advise each of the persons to whom it provides access to any of the Confidential Information, that such persons are strictly prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of the Disclosing Party, any of the Confidential Information, and, upon Request of the Disclosing Party, to provide the Disclosing Party with a copy of a written agreement to that effect signed by such persons.
H. To comply with any other reasonable security measures requested in writing by the Disclosing Party.
I. To refrain from directly contacting or communicating by whatsoever means to the Source(s) of Information without written consent of the Disclosing Party.
J. To undertake not to disclose any names and their particulars to third parties without the written consent by the Disclosing party.
The confidentiality obligations hereunder shall not apply to Confidential Information which:
A. is, or later becomes, public knowledge other than by breach of the provisions of this Agreement; or
B. is in the possession of the Party with the full right to disclose prior to its receipt from the Disclosing Party, as evidenced by written records; or
C. is independently received by the Receiving Party from a third party, with no restrictions on disclosure.
D. is approved for release by written authorization from Client; provided that, unless notice of said prior knowledge and possession or receipt from a third party is given to Hirer within ______ days of receipt of the information from Client or from a third party, respectively, it shall be conclusively presumed that the said information was not previously in the Contractor ‘s knowledge and possession or received from a third party.
𝐈𝐕. 𝐑𝐄𝐓𝐔𝐑𝐍 𝐎𝐅 𝐂𝐎𝐍𝐅𝐈𝐃𝐄𝐍𝐓𝐈𝐀𝐋 𝐈𝐍𝐅𝐎𝐑𝐌𝐀𝐓𝐈𝐎𝐍
The Receiving Party agrees, upon termination of the Business Purposes or upon the written request of the other Party, whichever is earlier, to promptly deliver to the other Party all records, notes, and other written, printed, or tangible materials in the possession of the Receiving Party, embodying or pertaining to the Confidential Information.
𝐕. 𝐍𝐎 𝐑𝐈𝐆𝐇𝐓 𝐓𝐎 𝐂𝐎𝐍𝐅𝐈𝐃𝐄𝐍𝐓𝐈𝐀𝐋 𝐈𝐍𝐅𝐎𝐑𝐌𝐀𝐓𝐈𝐎𝐍
A. The Receiving Party hereby agrees and acknowledges that no license, either express or implied, is hereby granted to the Receiving Party by the other Party to use any of the Confidential Information.
B. The Receiving Party further agrees that all inventions, improvements, copyrightable works and designs relating to machines, methods, compositions, or products of the other Party directly resulting from or relating to the Confidential Information and the right to market, use, license and franchise the Confidential Information or the ideas, concepts, methods or practices embodied therein shall be the exclusive property of the other Party, and the Receiving Party has no right or title thereto.
𝐕𝐈. 𝐍𝐎 𝐖𝐀𝐑𝐑𝐀𝐍𝐓𝐘
The Disclosing Party has not made and will not make any representation or warranty as to the accuracy or completeness of its Confidential Information or of any other information provided to the Receiving Party, and the Receiving Party agrees that the Disclosing Party shall have no liability resulting from the use of the Confidential Information or such other information
𝐕𝐈𝐈. 𝐍𝐎 𝐂𝐎𝐌𝐌𝐈𝐓𝐌𝐄𝐍𝐓
The disclosure of Confidential Information does not, and is not intended to, represent a commitment by the Disclosing Party to enter into any business relationship with the Receiving Party or with any other entity. If the Parties desire to pursue business opportunities, they will execute a separate written agreement to govern such business relationship.
𝐕𝐈𝐈𝐈. 𝐂𝐎𝐌𝐏𝐄𝐋𝐋𝐄𝐃 𝐃𝐈𝐒𝐂𝐋𝐎𝐒𝐔𝐑𝐄
If either of the party faces legal action to disclose Confidential Information received under this Agreement, then the Party shall promptly notify the other Party in order that it may have the opportunity to intercede and contest such disclosure and, upon request, shall cooperate with the other Party in contesting such a disclosure. Except in connection with failure to discharge the responsibilities set forth in the preceding sentence, neither Party shall be liable in damages for any disclosures pursuant to such legal action.
The Receiving Party agrees to indemnify the other Party against any and all losses, damages, claims, or expenses incurred or suffered by the other Party as a result of the Receiving Party's breach of this Agreement.
The two parties agree that the communication between the parties is considered delivered and reached other party if transmitted by fax or electronic means with proof of sending machine. The date of receiving the messages, notices or letters is the date of sending authenticated by the sending machine. All notices under this Agreement shall be deemed to have been duly given upon the mailing of the notice, postpaid to the addresses listed above, or upon the facsimile transmission, to the party entitled to such notice at the facsimile number set forth below.
The Contractor shall reimburse, indemnify and hold harmless Client and its affiliates, owners, employees, officers, directors, agents and representatives from any damage, loss, penalty, cost or expense incurred by Client as a result of or in connection with the use or disclosure of the Confidential Information contrary to the terms of this Agreement by Independent Contractor or its affiliates, employees, directors, officers, owners, consultants, agents or representatives or any others to whom such Confidential Information has been disclosed by any such persons or entities. The term “affiliates” as used in this Agreement shall mean any persons, corporations, partnerships, limited liability companies, or other business entities which directly or indirectly control, are controlled by, or are in common control with such party to this Agreement. As used herein, the term “control” shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies.
Either the original or copies, including facsimile transmissions, of this Agreement, may be executed in counterparts, each of which shall be an original as against any party whose signature appears on such counterpart and all of which together shall constitute one and the same instrument.
𝐗𝐈𝐈𝐈. 𝐍𝐎𝐓𝐈𝐂𝐄 𝐎𝐅 𝐔𝐍𝐀𝐔𝐓𝐇𝐎𝐑𝐈𝐙𝐄𝐃 𝐔𝐒𝐄 𝐎𝐑 𝐃𝐈𝐒𝐂𝐋𝐎𝐒𝐔𝐑𝐄.
The Contractor shall notify Hirer immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Contractor or any third party and will cooperate with Client in every reasonable way to help regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.
The Receiving Party agrees that it will not, for a period of five (5) years from the date of this Agreement, initiate contact with the other Party's employees in order to solicit, entice or induce any employee of the other Party to terminate an employment relationship with the other Party to accept employment with the Receiving Party.
𝐗𝐕. 𝐍𝐎 𝐋𝐈𝐂𝐄𝐍𝐒𝐄
Nothing contained in this Agreement shall be construed as granting or conferring to the Contractor any rights or license or otherwise, either expressly or by implication, in or to any Confidential Information disclosed by Hirer to the Contractor as a result of this Agreement, including, without limitation, rights or license under any present or future patent, patent application, copyright, trademark, service mark, trade secret or other proprietary information owned, licensed or controlled by Client.
𝐗𝐕𝐈. 𝐓𝐄𝐑𝐌 𝐀𝐍𝐃 𝐓𝐄𝐑𝐌𝐈𝐍𝐀𝐓𝐈𝐎𝐍
This Agreement shall commence on the date first written above. The Receiving Party's right to use the Confidential Information in connection with the Business Purposes shall continue in effect until the period of one year from the date above or the other Party provides the Receiving Party with written notice of termination of such right, whichever is earlier. Notwithstanding the foregoing, the Receiving Party's obligations with respect to the Confidential Information hereunder shall continue in full force for at least five years from the termination date and/or effect until further notice from the other Party.
𝐗𝐕𝐈𝐈. 𝐎𝐖𝐍𝐄𝐑𝐒𝐇𝐈𝐏 𝐀𝐍𝐃 𝐑𝐄𝐓𝐔𝐑𝐍 𝐎𝐅 𝐂𝐎𝐍𝐅𝐈𝐃𝐄𝐍𝐓𝐈𝐀𝐋 𝐈𝐍𝐅𝐎𝐑𝐌𝐀𝐓𝐈𝐎𝐍.
All Confidential Information disclosed to Contractor shall be and remain the property of Hirer. Upon Hirer’s written request, the Contractor shall promptly return all Confidential Information (including all originals, copies, reproductions and summaries of such Confidential Information), or certify its destruction in writing, and keep the same confidential and secret in accordance with this Agreement.
The Receiving Party understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause the Disclosing Party irreparable harm, the amount of which may be difficult to ascertain and, therefore, agrees that the Disclosing Party shall have the right to apply to court of competent jurisdiction for an order restraining any such further disclosure or misappropriation and for such other relief as the Disclosing Party shall deem appropriate. Such right of the Disclosing Party shall be in addition to Remedies otherwise available to the Disclosing Party at law or in equity.
𝐗𝐈𝐗. 𝐈𝐍𝐉𝐔𝐍𝐂𝐓𝐈𝐕𝐄 𝐑𝐄𝐋𝐈𝐄𝐅.
Independent Contractor understands and agrees that any use or dissemination of Confidential Information in violation of this Agreement will cause Client irreparable harm, and that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information, and that Client may be left with no adequate remedy at law; therefore, Client shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. Such remedies shall not be deemed to be the exclusive remedy for any breach of this Agreement but shall be in addition to all other remedies available at law or in equity.
𝐗𝐗. 𝐄𝐍𝐓𝐈𝐑𝐄 𝐀𝐆𝐑𝐄𝐄𝐌𝐄𝐍𝐓
This Agreement embodies the entire understanding between the parties respecting the subject matter of this Agreement and supersedes any and all prior negotiations, correspondence, understandings and agreements between the parties respecting the subject matter of this Agreement. This Agreement shall not be modified except by a writing duly executed on behalf of the party against whom such modification is sought to be enforced. Should any provisions of this Agreement be found unenforceable, the remainder shall still be in effect.
𝐗𝐗𝐈. 𝐍𝐎 𝐖𝐀𝐈𝐕𝐄𝐑
The failure of either Party to require performance by the other Party of any provision of this Agreement shall in no way effect the full right to require such performance at any time thereafter.
𝐗𝐗𝐈𝐈. 𝐒𝐔𝐂𝐂𝐄𝐒𝐒𝐎𝐑𝐒 𝐀𝐍𝐃 𝐀𝐒𝐒𝐈𝐆𝐍𝐒.
Neither shall any Party have any right to assign its rights under this Agreement, whether expressly or by operation of law, without the written consent of the other Party. This Agreement and the Party's obligations hereunder shall be binding on their Representatives, permitted assigns, and successors of the Parties and shall ensure to the benefit of Representatives, assigns and successors of the Parties.
𝐗𝐗𝐈𝐈𝐈. 𝐆𝐎𝐕𝐄𝐑𝐍𝐈𝐍𝐆 𝐋𝐀𝐖
This Agreement shall be governed by and construed in accordance with the laws of India and the Party’s country laws on equal force. If there is any conflict of laws, the laws of India shall prevail.
𝐗𝐗𝐈𝐕. 𝐀𝐓𝐓𝐎𝐑𝐍𝐄𝐘 𝐅𝐄𝐄𝐒
If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to attorneys' fees.
This Agreement constitutes the sole understanding of the parties about this subject matter and may not be amended or modified except in writing signed by each of the parties to the Agreement.
𝐗𝐗𝐕𝐈. 𝐋𝐞𝐠𝐚𝐥 𝐀𝐝𝐝𝐫𝐞𝐬𝐬 𝐨𝐟 𝐭𝐡𝐞 𝐏𝐚𝐫𝐭𝐢𝐞𝐬:
Party A: Party B:
RajaKilpakam Main Road
Chennai - 600073
IN WITNESS WHEREOF the parties hereto caused this Agreement to be signed by the respective duly authorized representatives.