This Confidentiality and Non Disclosure Agreement (hereinafter referred to as the “Agreement”) is made and entered into by and between:
Technoforte Software Private Limited, a company incorporated under the Companies Act, 1956, and having its Registered Office at No.268, Rainbow Residency, Opp Wipro Corporate office, Sarjapur Road, Bangalore, and the other party identified below as "Company"
(hereinafter jointly referred to as the “Parties” and severally as the “Party”)
NOW, THEREFORE, IT IS AGREED TO AS FOLLOWS:
In order to evaluate a potential business relationship between the parties (the “Business Purpose”), Technoforte and the other party identified below as “Company” hereby agree:
1.1 “Confidential Information” includes all information and trade secrets exchanged by the parties hereto, including without limitation, business plans, forecasts, ideas, concepts, methods, techniques, projections or analyses, financial plans, financial data, software, hardware or system designs, specifications, documentation, architecture, structure, protocols, requests for proposals,, proposals, terms and pricing of this Agreement, and non-public financial and business information, Parties’ proprietary information and data, information about each party’s employees, clients, and vendors and all other information, whether as a whole or any part thereof, that a reasonable person would deem confidential.
1.2 “Disclosing Party” means the Party disclosing Confidential Information hereunder.
1.3 “Receiving Party” means the Party receiving any Confidential Information hereunder.
2.0 OBLIGATIONS TO MAINTAIN CONFIDENTIALITY:
2.1 The Receiving Party undertakes to treat the Confidential Information as being strictly private and shall not divulge, disclose or communicate either orally or in writing to any third party or use or exploit for any purpose, other than for the limited purpose for which it is conveyed, any part of the Confidential Information, except with the prior written consent of the Disclosing Party. If the Confidential Information is required to be disclosed to any third party, then the Receiving Party may disclose the Confidential Information to such third party only upon prior written authorization from the Disclosing Party and also provided that such third party enters into to an agreement with the Receiving Party that binds such third party to the same non-disclosure obligations as those contained herein with respect to the Disclosing Party’s Confidential Information.
2.2 The Receiving Party agrees that Confidential Information may only be disclosed to the Receiving Party’s employees and advisors that are subject to a duty of confidentiality, even then, only to the extent that such employees and advisors have a specific need to know of the Confidential Information for the Evaluation. Before receiving any part of the Confidential Information, Receiving Party will inform its employees and advisors of Receiving Party’s duties under this Agreement.
2.3 The Receiving Party acknowledges and agrees that the Confidential Information of the Disclosing Party are the sole and exclusive property of the Disclosing Party and that the Disclosing Party owns all world wide copyrights, trade marks, confidential and proprietary information rights, and all other property rights therein.
2.4 The Receiving Party acknowledges and agrees that the disclosure of the Confidential Information of the Disclosing Party to the Receiving Party does not confer upon the Receiving Party any license, interest or rights of any kind in or to the Confidential Information.
2.5 The Receiving Party will hold in confidence and not reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, directly or indirectly, in any form, by any means, or for any purpose, the Confidential Information of the Disclosing Party or any portion thereof communicated, discussed, delivered or made available by the Disclosing Party to or received by the Receiving Party. Except as set forth as herein, the Receiving Party will not use the Confidential Information of the Disclosing Party or any portion thereof communicated, discussed, delivered or made available by the Disclosing Party to or received by the Receiving Party without the prior written consent of the Disclosing Party.
2.6 Each Party shall, upon being so required by the other Party, promptly return to such other Party, all documents and any other material containing the Confidential Information both in soft and hard form without making or retaining a copy thereof.
3.1 The obligations contained herein shall not apply to Confidential Information which: -
3.1.1 is in the public domain at the time of disclosure to the Parties; or which later becomes part of the public domain through no breach of this Agreement and only after such later date; or
3.1.2 the Receiving Party can demonstrate to the satisfaction of the Disclosing Party was in its possession prior to disclosure by the other Party or
3.1.3 is acquired by the Receiving Party from a third party, which has a legal right to disclose such Confidential Information; or
3.1.4 is independently developed, outside this Agreement, by such Receiving Party, through its own expertise; or
3.1.5 is approved for release in writing by the Party which conveyed the Confidential Information to the other Party; or
3.1.6 the Receiving Party is obliged to disclose under law or by the order of a competent Court, Government or any other Regulatory Authority.
4.1 The Receiving Party acknowledges that the remedies at law for breach of any convenant contained in this Agreement may be inadequate and that the Disclosing Party shall be entitled to injunctive or equitable relief for any breach of this Agreement by the Receiving Party. Nothing contained herein shall be construed, as limiting the Disclosing Party’s right to any other remedies at law, including the recovery of damages for breach of this Agreement. If the Disclosing Party enforces the Receiving Party’s obligations hereunder, the Receiving Party shall reimburse the Disclosing Party all reasonable costs and expenses, including attorneys’ fees, incurred by the Disclosing Party in this regard.
5.1 Notices shall be in writing and shall be deemed effectively given (a) upon personal delivery to the Party to be notified, (b) when sent by facsimile if sent during normal business hours of the recipient, if not, then on the next business day, or (c) one (1) day after receipt by the addressee, with an internationally recognized courier to the relevant address furnished.
6.0 GOVERNING LAW AND JURISDICTION
6.1 This Agreement shall be governed by and construed and interpreted in accordance with the laws of the India. All disputes and proceedings shall be subject to the exclusive jurisdiction of the Courts in Bangalore, India.
7.1 Each provision of this Agreement shall be construed separately and independently from each other. Accordingly, if any provision of this Agreement is found to be unenforceable, the remainder shall be deemed modified to the limited extent required to permit enforcement in a manner most closely approximating the intention of the parties as expressed herein.
8.1 The Receiving Party acknowledges that its obligations under this Agreement with regard to the Confidential Information of the Disclosing Party shall remain in effect indefinitely to the extent necessary for the intended preservation of the Confidential Information of the Disclosing Party.
9.1 This Agreement is executed in two counterparts, each of which will be deemed an original, but both of which together shall constitute one and the same instrument.
The Effective Date of this agreement is the Date Company indicates its agreement by completing and submitting this form as indicated below.
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