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CONFIDENTIALITY AGREEMENT

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									CONFIDENTIALITY AGREEMENT THIS AGREEMENT is made on this ___ day of ______ 2008 BETWEEN: 1 СJSC “FOREIGN TRADE COMPANY KAMAZ”, Naberezhnye Chelny, Republic of Tatarstan, Russia, as represented by Director General Yevgeny P. Pronin, acting by virtue the KAMAZ FTC Articles, hereinafter referred to as KAMAZ with fax number ____________; and Mayur Batra & Co. a partnership firm having its office at 7, Barakhamba Road, New Delhi 110 001 represented by the Managing Partner Mr. Mayur Batra, (the "COUNTERPARTY") with fax number : + 91 11 2331 1098. (Each a “Party” and together the “Parties”). IN WITNESS whereof this Agreement has been entered into the day and year first above written. Signed for and on behalf of KAMAZ Authorised Signature: Signed for and on behalf of COUNTERPARTY Authorised Signature:

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Authorised Name (print name)

Authorised Name (print name) Mayur Batra

Signed in the present of:

Signed in the present of:

Preamble Whereas KAMAZ is interested in establishing a new Joint Venture via purchasing a share in the existing company named “Tatra Vectra Motors Ltd.” and its transformation therefrom. Thus Kamaz has shown its interest to the Counterparty in preparation and under taking the complete transaction to which the Counterparty has assented thereto. Since there would be exchange of Information by and between the Parties, which may be confidential in nature and hence the Parties agree to put it in writing. 1. DEFINITIONS "Recipients" means in relation to a Party its directors, Partners, officers, employees, and professional advisers who need to receive and consider the Confidential Information for the purposes of the Joint Venture as referred to in the preamble of this Agreement. 2. CONFIDENTIALITY OBLIGATIONS COUNTERPARTY

"Agreement" means this agreement as amended from time to time; "Business Day" means any day other than a Saturday, a Sunday or a day which is a public / national holiday in India; "Confidential Information" means all information in whatever form (whether in oral, written, magnetic, electronic digital or any other form) that is disclosed by the KAMAZ to Counterparty or disclosed by Counterparty to the KAMAZ, whether or not marked as confidential and such information may include, without limitation: (i) commercial, business, financial, technical, operational, administrative, marketing or other information and data; and (ii) copies, analyses, compilations, studies and other documents which contain or otherwise reflect or are generated from any such information; "Governing Courts" means the Indian courts; "Governing Law" means the laws applicable in India;

2.1 Subject to clause 4 Counterparty undertakes to KAMAZ that it will: 2.1.1 2.1.2 treat the Confidential confidential; Information as

not disclose the Confidential Information to anyone other than its Recipients without the prior written consent of KAMAZ; not use the Confidential Information for any purpose other than in relation to entering into Joint Venture with Tatra Vectra Motors Ltd.; not make any copies of all or part of the

2.1.3

2.1.4
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Confidential Information except for the purposes of disclosure permitted by this Agreement without the prior written consent of KAMAZ; and 2.1.5 promptly notify KAMAZ if Counterparty becomes aware of any breach of confidence by any of its Recipients and provide KAMAZ with all reasonable assistance in connection with any proceedings which KAMAZ may institute against such Recipient.

3.3 The KAMAZ will not without the prior written consent of Counterparty: (i) engage in any advertising, marketing or promotion that discloses the existence of this Agreement or the relationship between the KAMAZ and the Counterparty; or (ii) use names, brands, logos, service or trade marks of the Counterparty. 4. EXCEPTIONS

2.2 Counterparty will expressly inform its Recipients of the confidential nature of the Confidential Information and the purpose for which it may be used and will procure their compliance with the terms of this Agreement as if they were a party to it. 2.3 Subject to clause 4 neither Party will disclose to any third party: (i) the content of this Agreement; (ii) the fact that negotiations are taking place between the Kamaz relating to Joint Venture with Tatra Vectra Motors Ltd.; or (iii) any content of the negotiations; except with the prior written consent of the other Party. 2.4 Counterparty will not without the prior written consent of KAMAZ: (i) engage in any advertising, marketing or promotion that discloses the existence of this Agreement or the relationship between Counterparty and the KAMAZ; or (ii) use names, brands, logos, service or trade marks of the KAMAZ. 3. CONFIDENTIALITY OBLIGATIONS KAMAZ KAMAZ undertakes Information to as

4.1 Each Party will not be under any obligation to keep confidential any Confidential Information that they can demonstrate: 4.1.1 is in the public domain other than as a result of being disclosed in breach of this Agreement; was received from a source not connected with each Party at a time when that source was not under any obligation of confidence in respect of the Confidential Information; or was known to each Party before the date of this Agreement and each Party was not under any obligation of confidence in respect of the Confidential Information at that time.

4.1.2

4.1.3

4.2 Each Party (the “Disclosing Party”) may disclose Confidential Information if and to the extent that it is required to do so by any law or by any court or regulatory agency or authority, provided that, to the extent that it is permitted to do so, the Disclosing Party: 4.2.1 notifies the other Party as soon as possible upon becoming aware of any such requirement; and co-operates with the other Party to avoid or limit disclosure and to gain assurances as to confidentiality from the body to whom the information is to be disclosed.

3.1 Subject to clause 4 Counterparty that it will: 3.1.1 3.1.2

treat the Confidential confidential;

4.2.2

not disclose the Confidential Information to anyone other than its Recipients without the prior written consent of Counterparty; not use the Confidential Information for any purpose other than in relation to entering into Joint Venture with Tatra Vectra Motors Ltd.; not make any copies of all or part of the Confidential Information except for the purposes of disclosure permitted by this Agreement without the prior written consent of Counterparty; and promptly notify Counterparty if KAMAZ becomes aware of any breach of confidence by any of its Recipients and provide Counterparty with all reasonable assistance in connection with any proceedings which Counterparty may institute against such Recipient.

3.1.3

3.1.4

4.3 The Disclosing Party may disclose the contents of this Agreement and related Confidential Information to its third party service providers provided that such providers are subject to confidentiality obligations in favour of the Disclosing Party equivalent to those in this Agreement and that the Disclosing Party will procure their compliance with such obligations. 5. RETURNING CONFIDENTIAL INFORMATION

3.1.5

5.1 Immediately following the earlier of: (i) the end and completion of Counterparty’s involvement in relation to entering into Joint Venture with Tatra Vectra Motors Ltd.; or (ii) receipt of a written request from KAMAZ, Counterparty will: 5.1.1 return to KAMAZ or destroy all documents and materials (including computer media) or such parts thereof as contain or reflect any Confidential Information, together with any copies which are in the Counterparty’s possession or control or are in the possession or control of any of its

3.2 KAMAZ will expressly inform its Recipients of the confidential nature of the Confidential Information and the purpose for which it may be used and will procure their compliance with the terms of this Agreement as if they were a party to it.
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Recipients, provided that such information is in a form which is capable of delivery or destruction; 5.1.2 permanently erase all Confidential Information from any computer, word processor, mobile telecommunications device or similar device into which it was programmed by or on behalf of Counterparty or by or on behalf of its Recipients; and provide KAMAZ with a letter signed by its authorised officers confirming its compliance with clauses 5.1.1 and 5.1.2.

8.5 Severability. If any provision of this Agreement is held illegal, invalid or unenforceable such illegality, invalidity or unenforceability will not affect the other provisions of this Agreement which shall remain in full force and effect. 8.6 Waiver. A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy. 8.7 Relief. The rights and remedies provided by this Agreement are cumulative and are not exclusive of any rights or remedies provided by law. Each Party acknowledges that remedies at law may be inadequate to protect the other Party against any breach by them or by their Recipients of this Agreement. Without prejudice to any other rights and remedies otherwise available each Party agrees not to oppose the granting of injunctive relief, specific performance and other equitable relief in favour of the other Party on the grounds of failure to prove actual damage. 8.8 Indemnity. Without prejudice to clause 8.7 each Party agrees to indemnify the other Party (the “Indemnified Party”) in respect of any claims, damages, liabilities or losses which such Indemnified Party may suffer or incur as a result of any breach or non-performance by the other Party of the terms of this Agreement. 8.9 No Implied Relationship. Nothing contained or implied in this Agreement creates a joint venture or partnership between the Parties or makes one Party the agent or legal representative of the other Party for any purpose. 8.10 Counterparts. This Agreement may be executed in separate counterparts (and signature pages may be delivered by facsimile) all of which together evidence the same agreement. 8.11 Assignment of Rights. This Agreement may not be assigned or transferred to any third party without the consent of each Party. 8.12 Legal Privilege. Each Party acknowledges that to the extent any Confidential Information is covered or protected by privilege, then disclosing such Confidential Information to each Party does not constitute a waiver of privilege or any other rights which each Party may have in respect of such Confidential Information. 8.13 Governing Law. This Agreement is governed by the Governing Law and each of the Parties submits to the non-exclusive jurisdiction of the Governing Courts over any claim arising under or in connection with this Agreement.

5.1.3

5.2 Counterparty may retain certain documents for its own quality and risk management procedures. 6. REPRESENTATIONS

6.1 Recipient Party will be responsible for making its own decisions in relation to the Confidential Information and acknowledges that neither the Disclosing Party nor any of its Recipients make any representation, warranty or undertaking, express or implied, as to the accuracy, reliability, completeness or reasonableness of the Confidential Information. Parties will not be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement contained in or omitted from the Confidential Information to the other Party. 6.2 Counterparty understands that the furnishing of the Confidential Information will not constitute an offer of any nature whatsoever, nor form the basis of any representation in relation to any contract. 7. DURATION

7.1 The obligations of each Party under this Agreement will end Two (2) years from the date of this Agreement. 8. GENERAL

8.1 Entire Agreement. This Agreement together with any documents referred to in it constitutes the entire agreement (and supersedes any previous written or oral agreement) between the Parties relating to the subject matter of this Agreement. 8.2 Headings. The headings in this Agreement will not affect the interpretation of this Agreement. 8.3 Notices. Any notice or other communication given under this Agreement must be in writing, in English and served on a Party at its address or fax number as specified at the commencement of this Agreement (or any other address it has notified to the other Party in accordance with this clause) by hand, by registered post or by fax. Notices shall not be sent by email. 8.4 Variation. No variation of this Agreement will be valid unless it is in writing and signed by or on behalf of each Party.

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