Non-Disclosure Agreement
Non-Disclosure Agreement
Non-Disclosure Agreement
This Non-disclosure and confidentiality agreement (the Agreement ) is made this March 26,
2024 ("Effective Date'1), entered into at Chennai, Tamil Nadu:
BY AND BETWEEN:
X Pvt Ltd, a company incorporated under the laws of India, having its registered office at
India (hereinafter referred to as the Disclosing Party" which expression shall unless excluded
by or repugnant to the subject or context be deemed to include its successors-in-interest and
permitted assigns) of the ONE PART
AND
Z, resident of India (hereinafter referred to as the "Receiving Party” which expression shall
unless excluded by or repugnant to the subject or context be deemed to include its legal
heirs, administrators and permitted assigns) of the OTHER PART
(The Disclosing Party and the Receiving Party shall hereinafter individually referred to as
Party' and collectively as 'Parties')
WHEREAS:
Enter a brief description of the proposed transaction to be entered into between parties for
which the parties may disclose confidential information.
( Proposed Transaction )
Provide the reason why the disclosing party is sharing confidential information.
1. DEFINITIONS
Without limiting the above, Confidential Information shall also include information that the
Receiving Party knows or reasonably should know under the circumstances surrounding its
disclosure, is confidential to the Disclosing Party.
2. DUTY AS TO CONFIDENTIALITY
a. The Receiving Party acknowledges and agrees that the Confidential Information has
been developed or obtained by the Disclosing Party by the investment of a
significant amount of time, effort and/or expense and the Confidential Information
is a valuable, special, and unique asset of the Disclosing Party and needs to be
protected from improper disclosure.
b. The Receiving Party will use the Confidential Information of the Disclosing Party
solely for the purpose as specified below:
c. Provide the reason why the disclosing party is sharing confidential information.
d. And shall keep it secure and confidential, and will not, except as outlined in Clause
named Exceptions, disclose any of the Disclosing Party's Confidential Information in
any manner whatsoever.
e. In consideration of the opportunity granted to the Receiving Party to enter into the
Proposed Transaction with the Disclosing Party, the Receiving Party hereby agrees as
follows:
f. To hold the Confidential Information in confidence and to take reasonable
precautions to protect such Confidential Information (including, without limitation,
all precautions the Receiving Party employs with respect to its confidential
materials);
g. Not to divulge any such Confidential Information or any information derived
therefrom to any third person unless prior written consent is obtained from the
Disclosing Party;
h. Not to use the Confidential Information, at any time, directly or indirectly, to procure
a commercial advantage over, or do anything in any manner whatsoever, which is
detrimental to the business or activities of the Disclosing Party, any of its affiliated
companies or any of its directors and employees;
i. Not to copy or reverse engineer any such Confidential Information;
j. Not to use whether directly or indirectly or turn to its advantage in any way or profit
from the use of the Confidential Information or any part thereof at any time; and
k. To use the Confidential Information only for the purpose as specified above and in
accordance with the terms of this Agreement.
3. EFFECTIVE DATE
4. EXCEPTIONS
a. Confidential Information shall not include information that is (i) publicly available,
(ii) already in the Receiving Party or its Representatives' possession at the time of
disclosure by the Disclosing Party, (iii) available to the Receiving Party or its
Representatives, to the Receiving Party's knowledge, on a non- confidential basis, or
(iv) independently developed by the Receiving Party or any of its Representatives.
b. The Receiving Party may make disclosures required by law or court order provided
the Receiving Party: (a) uses diligent reasonable efforts to limit disclosure and to
obtain confidential treatment or protective order; and (b) gives immediate written
notice to the Disclosing Party regarding such requirement and allows the Disclosing
Party to participate in the proceedings.
5. RETURN OF INFORMATION
A. Upon: (a) receiving a written request by the Disclosing Party; or (b) termination of
the discussions or arrangements between the Disclosing Party and Receiving Party
(for any reason whatsoever), the Receiving Party shall forthwith deliver to the
Disclosing Party (without retaining copies thereof) all Confidential Information
comprised in whatever form or media such as but not limited to; documents,
proposals, photographs, film, video, maps, tapes, discs, computer hardware and
software, which is in the Receiving Party's possession or under the Receiving Party's
control in any way and the results thereof or the business of the Disclosing Party or
its related or affiliated entities or joint venture partners or projects.
6. DURATION
The obligations under this Agreement shall subsist for a period of 10 (ten) years from the
effective date of the Agreement
7. NO WARRANTIES
The Receiving Party acknowledges that the Confidential Information is made available on
an “AS IS" basis. The Disclosing Party does not make any representations or warranties
regarding the information provided including without limitation any financial information
and the same is subject to an independent assessment of the Receiving Party.
8. INDEMNITY
The Receiving Party hereby agrees to indemnify and hold the Disclosing Party harmless
from all damages, costs, attorney's fees, or other losses arising out of or relating to the breach
of this Non-Disclosure Agreement by the Receiving Party.
9. SEVERABILITY
If any provision of this Non-Disclosure Agreement shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall
not affect any other provision thereof, and this Non-Disclosure Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been contained
herein. Any invalid or unenforceable provision of this Non-Disclosure Agreement shall be
replaced with a provision that is valid, enforceable, and most nearly gives effect to the
original intent of the invalid/unenforceable provision.
This Non-Disclosure Agreement constitutes the entire agreement and understanding of the
Parties with respect to the subject matter hereof and supersedes any and all prior
negotiations, correspondence, agreements, understandings duties or obligations between the
Parties with respect to the subject matter hereof.
12. AMENDMENTS
B. Dispute will be deemed to arise when one Party serves on the other Party a notice
stating the nature of the Dispute (a 'Notice of Dispute').
C. The Parties hereto agree that upon serving a Notice of Dispute, they will use all
reasonable efforts to resolve the Dispute between themselves through negotiations.
E. The arbitration proceedings shall be held in Tamil Nadu, India in accordance with
the provisions of the Arbitration and Conciliation Act, 1996 or any statutory re-enactment or
modification thereof for the time being in force.
F. The Parties agree that the arbitration award shall be final and may be enforced as a
decree.
G. The Parties further agree that subject to the above only the competent courts at Tamil
Nadu, India shall have jurisdiction in all matters arising hereunder.
15. EXCLUSIVITY
For a period of 10 years from the date of termination of this Agreement the Parties shall not
enter into discussions with third parties for transactions which are similar to the Proposed
Transaction.
16. ASSIGNMENT
This Agreement shall not be assigned by the Receiving Party without prior written consent
of the Disclosing Party. The Disclosing Party may assign the agreement to:
Specify the list of persons or entities to which the Disclosing Party can assign this agreement
and its rights under this Agreement
17. ANNOUNCEMENTS
A Party shall not make any news releases, public announcements, give interviews, issue, or
publish advertisements or publicize in any other manner whatsoever in connection with this
Agreement, the contents/provisions thereof, other information relating to this Agreement,
the Confidential Information or other matter of this Agreement, without the prior written
approval of the other Party.
18. NOTICES
Attention: Y
Address: India
Attention: Z
Address: India
Either Party may change its address for notification purposes by giving the other Party 10
(ten) days' notice of the new address and the date upon which it will become effective.
19. TERMINATION
This Agreement shall be terminated only by mutual agreement of the Parties. Termination of
this Agreement will not prejudice any rights of the parties or terminate any obligations of
confidentiality in respect of the Confidential Information existing prior to termination.
X Pvt Ltd
By: Y
Director