NON-DISCLOSURE AND NON CIRCUMVENT AGREEMENT
In order to protect certain confidential Information, xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxand
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx agree as follows:
1. Disclosing Party: The party disclosing confidential information is referred to
herein as “Discloser.” The party in receipt of such confidential information is
referred to herein as “Recipient.”
2. Primary Representative: Each party’s representative for coordinating
disclosure or receipt of confidential information is:
xxxxxxxxxxx : Mr. xxxxxxxxxxxxxxx
XXXXXXXXXX :Mr.XXXXXXXXXXXXXXXXXXX
3. Description of Confidential information: For purposes of this agreement,
Confidential Information means any information disclosed during the
Disclosure period, which is or should be reasonably understood to be
confidential or proprietary to the Discloser, including, but not limited to,
information concerning each party’s business, products, services, content,
finances, subscribers, source code, tools, protocols, product designs and
plans, customer lists and other marketing and technical information, the
terms and existence of this agreement, and any other unpublished
information.
4.Use of confidential information: Recipient shall make use of the confidential
information only for the following purposes: To perform due diligence for the
potential of providing referral business to xxxxxxxx utilizing the contact of
Image India.
5.Confidentiality period: Recipient’s duty to hold confidential information in
confidence expires one year from the date of the disclosure of the confidential
information.
6.Disclousre period: This agreement pertains to confidential information that is
disclosed from the Effective Date until the earlier of (i) termination of dealings
between the parties; (ii) a definitive agreement is entered into between the
parties here to which will then govern the treatment of confidential information
disclosed there after; or
(III) the expiration date set forth above. Either party may terminate this agreement
at any time by providing written notice to the other party.
1. Standard of Care: Recipient shall protect the disclosed Confidential
Information from disclosure to any person other than its employees,
officers, directors and agents who have a need to know and who agree
to be bound by terms substantially similar to those set forth in this
Agreement. Recipient agrees to use the same degree of care, but no
less than a reasonable degree of care, to prevent the unauthorized
use, dissemination, or publication of the Confidential Information as
Recipient uses to protect its own confidential information of a like
nature.
2. Non-Circumvent Agreement: xxxxxxxxxxx agrees not to
approach directly or indirectly or thru its agents/sister companies etc
during the currency of this agreement and after the expiry of term, the
proposed client or business alliances that have been introduced (or
which have been disclosed in confidence) to xxxxxxxx by Image India
for the purpose of doing business in any form what so ever.
3. Exclusions: This agreement imposes no obligation upon Recipient
with respect to information that: (a) was in Recipient’s possession
before receipt from Discloser; (b) is or becomes a matter of public
knowledge through no fault of Recipient; (c) is rightfully received by
Recipient from a third party without a duty of confidentiality; (d) is
disclosed by Discloser to a third party without a duty of confidentiality
on the third party; (e) is independently developed by Recipient; (f) is
disclosed under operation of law, except that the Recipient will disclose
only such information as is legally required and will use reasonable
efforts to obtain confidential treatment for any Confidential
Information that is so disclosed; or (g) is disclosed by Recipient with
Discloser’s prior written approval.
4. Warranty: Each Discloser warrants that it has the right to make the
disclosures under this Agreement. NO OTHER WARRANTIES ARE MADE
BY EITHER PARTY UNDER THIS AGREEMENT. ANY INFORMATION
EXCHANGED UNDER THIS AGREEMENT IS PROVIDED “AS IS” AND
WITHOUT ANY WARRANTY, WHETHER EXPRESS OR IMPLIED,
REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
11. Rights: Neither party acquires any Intellectual proerty rights under this
Agreement except the limited rights necessary to carry out the purposes set forth inn
Paragraph 4. This Agreement imposes no obligation on either party to purchase, sell
license, transfer, or otherwise disposes of any technology, services, or products. This
Agreement shall not restrict reassignment of Recipient’s employees, nor in any
manner affect or limit either party’s present and future business activities of any
nature, including business activities which could be competitive with Discloser.
Nothing in this Agreement will be construed as a representation or agreement that
the Recipient will not develop or have developed for it products, concepts, systems
or techniques contemplated by or embodied in the Confidential Information, provided
that the Recipient does not violate any of its obligations under this Agreement inn
Recipient’s right to contest the validity or defend against infringement of any patent,
copyright, or other proprietary right that may have been or may hereafter by
obtained based on the Confidential Information.
12. Return of Confidential Information: Recipient will, at its option, return or
destroy (and so certify to Discloser) all tangible material embodying Confidential
Information (in any form and including, without limitation, all summaries, copies and
excerpts of Confidential Information) at any such time as Discloser may so request.
13. Injunctive Relief: Recipient acknowledges that disclosure or use of Confidential
Information in violation of the Agreement could cause irreparable harm to Discloser
for which monetary damages may be difficult to ascertain or an inadequate remedy.
Recipient therefore agrees that Discloser will have the right, in addition to its other
rights and remedies, to seek injunctive relief for any violation of this Agreement.
14. Nonwaiver: Any failure by either party to enforce the other party’s strict
performance of any provision of this Agreement will not constitute a waiver of its
right to subsequently enforce such provision or any other provision of this
Agreement.
15. Amendment: All modifications to this Agreement must be made in writing and
must by signed by an officer of each party.
16. Governing Law. This agreement is made under, and shall be construed
according to, the laws of India for its conflicts of laws principles.
17. Counterparts. This agreement may be executed in counterparts, each of which
shall be deemed an original and all of which together shall constitute one and the
same document.
18. Assignment. Neither party shall assign or transfer any rights or obligations
under this agreement without the prior written consent of the other party. Subject to
the limitations set forth in this agreement, this Agreement will insure to the benefit
of and be binding up on the parties, their successors, and assigns
xxxxxxxxxxx
By: _____________________________________________________
Name: xxxxxxxxxxxxx
Title: xxxxxxxxxxxx
Address: xxxxxxxxxxxxxxxxxxxxx.
Date:
xxxxxxxxxxxxx
By: ____________________________________________________
Name: xxxxxxxxxx
Title: xxxxxxxxxxxx
Address: xxxxxxxxxxxxxxxxxxxxxx
Date:
Witness:
1.
2.