NON-DISCLOSURE AGREEMENT
This Non-disclosure and confidentiality agreement (the "Agreement") is made this ________ ("Effective Date")
BY AND BETWEEN:
________, son of ________, resident of ________ (hereinafter referred to as the "First 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 ONE PART
AND
________, son of ________, resident of ________ (hereinafter referred to as the "Second 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 First Party and the Second Party shall hereinafter individually referred to as "Party" and collectively as "Parties". The Party disclosing the Confidential Information shall be known as the Disclosing Party and the Party receiving the Confidential information shall be known as the Receiving Party.)
WHEREAS:
A. The Parties are proposing to enter into the following transaction:
________
("Proposed Transaction")
B. The First Party is disclosing the Confidential Information (as defined hereunder) to the Second Party for the following purpose:
________
C. The Second Party is disclosing the Confidential Information (as defined hereunder) to the First Party for the following purpose:
________
D. Each Party is required to execute a non-disclosure agreement to protect the information of the other Party. Accordingly, the Parties wish to enter into this Non-Disclosure Agreement whereby each Party agrees to treat as confidential, all the Confidential Information (as defined hereunder) provided by the other Party/acquired from the other Party, on the terms and conditions mentioned hereunder.
NOW THEREFORE THE PARTIES HEREBY AGREE AS FOLLOWS:
CLAUSE 1. DEFINITIONS
"Confidential Information" for the purpose of this Non-Disclosure Agreement shall mean all the information and documents disclosed or submitted, orally, in writing, or by any other media (whether designated as confidential or not), by the Disclosing Party, either directly or indirectly (including through its group companies or agents), to the Receiving Party or any of its affiliated corporations or any of its authorized employees, officers or directors, and such information and documents includes without limitation:
(a) the terms of any agreement between the Disclosing Party and the Receiving Party;
(b) the fact that discussions are taking place between the Parties;
(c) all technical and business information, whether written, oral or graphic, including without limitation:
- financial plans and records, ideas, business plans and strategies, relationships with third parties, information relating to suppliers, founders, employees, and affiliates, business channels data, material, products;
- technical data, know-how, research, formulae, processes, methods, technology, IT systems, computer software programs and descriptions of functions and features of the software, source code, computer hardware designs, techniques;
- present and proposed products, trade secrets, designs, drawings, trademarks, patents, prototypes, samples, products, product plans, specifications, manuals, equipment, engineering, unpublished patent applications, research-in-progress, work-in-progress, prototypes;
- advertising programs, planning and merchandising strategies, marketing, pricing, sales, marketing information, facilities, services, customers, customer lists and information or other unpublished information related to customers, marketing plans, market development, inventions, financial information, negotiations, discussion, ideas, manufacturing techniques, and the like;
- information which is generated by the Receiving Party in connection with the purpose for which the confidential information is received under this Agreement or otherwise.
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.
CLAUSE 2. DUTY AS TO CONFIDENTIALITY
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.
The Second Party will use Confidential Information of the First Party solely for the purpose as specified below:
________
and shall keep it secure and confidential, and will not, except as outlined in Clause __ (Exceptions), disclose any of the First Party's Confidential Information in any manner whatsoever.
The First Party will use Confidential Information of the Second Party solely for the purpose as specified below:
________
and shall keep it secure and confidential, and will not, except as outlined in Clause __ (Exceptions), disclose any of the Second Party's Confidential Information in any manner whatsoever.
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:
a) 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);
b) 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;
c) 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;
d) Not to copy or reverse engineer any such Confidential Information;
e) 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
f) To use the Confidential Information only for the purpose as specified above and in accordance with the terms of this Agreement.
CLAUSE 3. EFFECTIVE DATE
The obligations of the Receiving Party in respect of confidentiality as provided above shall commence from the Effective Date and the Receiving Party shall solely be responsible for compliance by such representatives with the foregoing obligations of confidentiality.
Receiving Party hereby agrees to bind all employees, agents, associates, directors, personnel, representatives, consultants, contractors and sub-contractors, professionals or any other person who receives the Confidential Information for the purposes contemplated hereunder ("Representatives") through a legally enforceable agreement to maintain the confidentiality of such Confidential Information and to be bound by all the terms of this Non-Disclosure Agreement, wherever applicable, whether expressly or generally.
CLAUSE 4. EXCEPTIONS
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.
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.
CLAUSE 5. RETURN OF INFORMATION
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.
The Receiving Party understands that nothing herein:
a) Requires the disclosure of any Confidential Information of the Disclosing Party; or
b) Requires the Disclosing Party to proceed with any transaction or relationship.
CLAUSE 6. DURATION
The obligations under this Agreement shall subsist throughout the term of this Agreement and shall thereafter continue for a period of ________ after the expiry of or earlier termination of this Agreement.
CLAUSE 7. DISCLOSURE OF RELATIONSHIP
Receiving Party shall not disclose the fact they have engaged in discussions with the Disclosing Party in connection with the Proposed Transaction or the name of the Disclosing Party or any information relating to the Disclosing Party's business in connection therewith to any third parties (other than its Representatives and as necessary to comply with Law) without the consent of the Disclosing Party. Notwithstanding anything contained herein, Receiving Party shall not in any manner disclose to any third parties or use for its marketing or internal purposes any information that it receives or comes across during the course of discussions with the Disclosing Party including without limitation information pertaining to the business or customers or employees of the Disclosing Party. Any such information shall only be used to evaluate the Proposed Transaction with the Disclosing Party.
CLAUSE 8. REMEDIES
The Receiving Party acknowledges and agrees that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, which breach may result in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief including injunctive relief in addition to whatever remedies it might have at law. Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use.
CLAUSE 9. WARRANTIES
The Disclosing Party represents and warrants that the information provided to the Receiving Party is true and correct to the best of the knowledge of the Disclosing Party.
CLAUSE 10. INDEMNITY
Each Party ("Indemnifying Party") hereby agrees to indemnify and hold the other 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 Indemnifying Party.
CLAUSE 11. 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.
CLAUSE 12. ENTIRE AGREEMENT
This Non-Disclosure Agreement along with the following document: ________ dated ________ between the Parties 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.
CLAUSE 13. 88 85858 852855 2888558
8225822 82 2588 825222222 88 82222525 22 25522 522 582528 52525 522 252222, 822258252, 25 22525 822288282558 25222522 582528 22 522 25522 82 258255 22 252 22525, 225 85588 2588 825222222 82 822825525 22 25522 522 25522 522 582528 82 25 22 252 22525 25522'8 822285222858 52225252822, 258222 252 8828225 58252 22 582 8585 822285222858 52225252822 82 8222282822 8825 252 25222825 528528228582 8228222 252 2552828. 552 828288822 25522 85588 222 5282882 522 822288282558 25222522 582528 82 252 822285222858 52225252822 22525 2552 5 8828225 58252 22 582 252 822285222858 52225252822 225 252 25522828 822882825 82 2588 825222222. 888 822288282558 25222522 582528 85588 82228252 22 8282 8825 252 8888828822 25522. 552 8888828822 25522 85588 522582 588 28282, 82225282 525 582528 525 588 822288282558 25222522 525 25225822552 582528 82 252 822285222858 52225252822. 82 8882282 52525 522 255522552, 252222 25 822258252, 25 52288852822 225 8522 85885 552 228 25 525252225 252 82 28258225 82 8888828822 25522 88 282525 2552225 25 8228825 82 252 822822822 22 822285222858 52225252822. 552 828288822 25522 85588 222 8228258, 58225, 2888225522, 25288522, 522582, 25 225258882 822252252 8825 522 255522552, 255522552 222882, 822258252 222882, 822285222858822 222882 25 522 222882 22 522 22525 25225822552 58252 22 252 8888828822 25522 22 522 8222 22 252 822285222858 52225252822, 525 85588 522525582 522 8585 2552 25 222882 22 588 822828 22 8585 822285222858 52225252822. 28228882, 252 828288822 25522 85588 222 555 25 228288 828 282 25 522 22525 2552, 822828, 25 8222 22 8585 822285222858 52225252822.
CLAUSE 14. AMENDMENTS
Any change, alteration, amendment, or modification to this Non-Disclosure Agreement must be in writing and signed by authorized representatives of both the Parties.
CLAUSE 15. DISPUTE RESOLUTION
Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties hereto failing which the following shall apply:
The courts in ________ shall have exclusive jurisdiction over any dispute, differences or claims arising out of this Agreement.
If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and attorneys' fees.
CLAUSE 16. INDEPENDENT PARTIES
Nothing contained or implied in this letter 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.
CLAUSE 17. EXCLUSIVITY
For a period of ________, the Parties shall not enter into discussions with third parties for transactions which are similar to the Proposed Transaction.
CLAUSE 18. ASSIGNMENT
This Agreement shall not be assignable by any Party without the prior written consent of the other Party.
CLAUSE 19. 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.
CLAUSE 20. NOTICES
Except as otherwise specified in this Non-Disclosure Agreement, all notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers, and other communications required or permitted under this Non-Disclosure Agreement shall be in writing and shall be deemed given when sent to the address specified below.
In the case of First Party:
Attention: ________
Address: ________
The Second Party
Attention: ________
Address: ________
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.
CLAUSE 21. 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. Provided, further that the obligations of the Receiving Party under this Agreement shall always remain in effect for a period of: ________ from the expiry or termination of this Agreement.
CLAUSE 22. GOVERNING LAW
This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement:
___________________________
________
___________________________
________
NON-DISCLOSURE AGREEMENT
This Non-disclosure and confidentiality agreement (the "Agreement") is made this ________ ("Effective Date")
BY AND BETWEEN:
________, son of ________, resident of ________ (hereinafter referred to as the "First 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 ONE PART
AND
________, son of ________, resident of ________ (hereinafter referred to as the "Second 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 First Party and the Second Party shall hereinafter individually referred to as "Party" and collectively as "Parties". The Party disclosing the Confidential Information shall be known as the Disclosing Party and the Party receiving the Confidential information shall be known as the Receiving Party.)
WHEREAS:
A. The Parties are proposing to enter into the following transaction:
________
("Proposed Transaction")
B. The First Party is disclosing the Confidential Information (as defined hereunder) to the Second Party for the following purpose:
________
C. The Second Party is disclosing the Confidential Information (as defined hereunder) to the First Party for the following purpose:
________
D. Each Party is required to execute a non-disclosure agreement to protect the information of the other Party. Accordingly, the Parties wish to enter into this Non-Disclosure Agreement whereby each Party agrees to treat as confidential, all the Confidential Information (as defined hereunder) provided by the other Party/acquired from the other Party, on the terms and conditions mentioned hereunder.
NOW THEREFORE THE PARTIES HEREBY AGREE AS FOLLOWS:
CLAUSE 1. DEFINITIONS
"Confidential Information" for the purpose of this Non-Disclosure Agreement shall mean all the information and documents disclosed or submitted, orally, in writing, or by any other media (whether designated as confidential or not), by the Disclosing Party, either directly or indirectly (including through its group companies or agents), to the Receiving Party or any of its affiliated corporations or any of its authorized employees, officers or directors, and such information and documents includes without limitation:
(a) the terms of any agreement between the Disclosing Party and the Receiving Party;
(b) the fact that discussions are taking place between the Parties;
(c) all technical and business information, whether written, oral or graphic, including without limitation:
- financial plans and records, ideas, business plans and strategies, relationships with third parties, information relating to suppliers, founders, employees, and affiliates, business channels data, material, products;
- technical data, know-how, research, formulae, processes, methods, technology, IT systems, computer software programs and descriptions of functions and features of the software, source code, computer hardware designs, techniques;
- present and proposed products, trade secrets, designs, drawings, trademarks, patents, prototypes, samples, products, product plans, specifications, manuals, equipment, engineering, unpublished patent applications, research-in-progress, work-in-progress, prototypes;
- advertising programs, planning and merchandising strategies, marketing, pricing, sales, marketing information, facilities, services, customers, customer lists and information or other unpublished information related to customers, marketing plans, market development, inventions, financial information, negotiations, discussion, ideas, manufacturing techniques, and the like;
- information which is generated by the Receiving Party in connection with the purpose for which the confidential information is received under this Agreement or otherwise.
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.
CLAUSE 2. DUTY AS TO CONFIDENTIALITY
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.
The Second Party will use Confidential Information of the First Party solely for the purpose as specified below:
________
and shall keep it secure and confidential, and will not, except as outlined in Clause __ (Exceptions), disclose any of the First Party's Confidential Information in any manner whatsoever.
The First Party will use Confidential Information of the Second Party solely for the purpose as specified below:
________
and shall keep it secure and confidential, and will not, except as outlined in Clause __ (Exceptions), disclose any of the Second Party's Confidential Information in any manner whatsoever.
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:
a) 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);
b) 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;
c) 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;
d) Not to copy or reverse engineer any such Confidential Information;
e) 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
f) To use the Confidential Information only for the purpose as specified above and in accordance with the terms of this Agreement.
CLAUSE 3. EFFECTIVE DATE
The obligations of the Receiving Party in respect of confidentiality as provided above shall commence from the Effective Date and the Receiving Party shall solely be responsible for compliance by such representatives with the foregoing obligations of confidentiality.
Receiving Party hereby agrees to bind all employees, agents, associates, directors, personnel, representatives, consultants, contractors and sub-contractors, professionals or any other person who receives the Confidential Information for the purposes contemplated hereunder ("Representatives") through a legally enforceable agreement to maintain the confidentiality of such Confidential Information and to be bound by all the terms of this Non-Disclosure Agreement, wherever applicable, whether expressly or generally.
CLAUSE 4. EXCEPTIONS
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.
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.
CLAUSE 5. RETURN OF INFORMATION
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.
The Receiving Party understands that nothing herein:
a) Requires the disclosure of any Confidential Information of the Disclosing Party; or
b) Requires the Disclosing Party to proceed with any transaction or relationship.
CLAUSE 6. DURATION
The obligations under this Agreement shall subsist throughout the term of this Agreement and shall thereafter continue for a period of ________ after the expiry of or earlier termination of this Agreement.
CLAUSE 7. DISCLOSURE OF RELATIONSHIP
Receiving Party shall not disclose the fact they have engaged in discussions with the Disclosing Party in connection with the Proposed Transaction or the name of the Disclosing Party or any information relating to the Disclosing Party's business in connection therewith to any third parties (other than its Representatives and as necessary to comply with Law) without the consent of the Disclosing Party. Notwithstanding anything contained herein, Receiving Party shall not in any manner disclose to any third parties or use for its marketing or internal purposes any information that it receives or comes across during the course of discussions with the Disclosing Party including without limitation information pertaining to the business or customers or employees of the Disclosing Party. Any such information shall only be used to evaluate the Proposed Transaction with the Disclosing Party.
CLAUSE 8. REMEDIES
The Receiving Party acknowledges and agrees that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, which breach may result in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief including injunctive relief in addition to whatever remedies it might have at law. Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use.
CLAUSE 9. WARRANTIES
The Disclosing Party represents and warrants that the information provided to the Receiving Party is true and correct to the best of the knowledge of the Disclosing Party.
CLAUSE 10. INDEMNITY
Each Party ("Indemnifying Party") hereby agrees to indemnify and hold the other 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 Indemnifying Party.
CLAUSE 11. 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.
CLAUSE 12. ENTIRE AGREEMENT
This Non-Disclosure Agreement along with the following document: ________ dated ________ between the Parties 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.
CLAUSE 13. 88 85858 852855 2888558
8225822 82 2588 825222222 88 82222525 22 25522 522 582528 52525 522 252222, 822258252, 25 22525 822288282558 25222522 582528 22 522 25522 82 258255 22 252 22525, 225 85588 2588 825222222 82 822825525 22 25522 522 25522 522 582528 82 25 22 252 22525 25522'8 822285222858 52225252822, 258222 252 8828225 58252 22 582 8585 822285222858 52225252822 82 8222282822 8825 252 25222825 528528228582 8228222 252 2552828. 552 828288822 25522 85588 222 5282882 522 822288282558 25222522 582528 82 252 822285222858 52225252822 22525 2552 5 8828225 58252 22 582 252 822285222858 52225252822 225 252 25522828 822882825 82 2588 825222222. 888 822288282558 25222522 582528 85588 82228252 22 8282 8825 252 8888828822 25522. 552 8888828822 25522 85588 522582 588 28282, 82225282 525 582528 525 588 822288282558 25222522 525 25225822552 582528 82 252 822285222858 52225252822. 82 8882282 52525 522 255522552, 252222 25 822258252, 25 52288852822 225 8522 85885 552 228 25 525252225 252 82 28258225 82 8888828822 25522 88 282525 2552225 25 8228825 82 252 822822822 22 822285222858 52225252822. 552 828288822 25522 85588 222 8228258, 58225, 2888225522, 25288522, 522582, 25 225258882 822252252 8825 522 255522552, 255522552 222882, 822258252 222882, 822285222858822 222882 25 522 222882 22 522 22525 25225822552 58252 22 252 8888828822 25522 22 522 8222 22 252 822285222858 52225252822, 525 85588 522525582 522 8585 2552 25 222882 22 588 822828 22 8585 822285222858 52225252822. 28228882, 252 828288822 25522 85588 222 555 25 228288 828 282 25 522 22525 2552, 822828, 25 8222 22 8585 822285222858 52225252822.
CLAUSE 14. AMENDMENTS
Any change, alteration, amendment, or modification to this Non-Disclosure Agreement must be in writing and signed by authorized representatives of both the Parties.
CLAUSE 15. DISPUTE RESOLUTION
Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties hereto failing which the following shall apply:
The courts in ________ shall have exclusive jurisdiction over any dispute, differences or claims arising out of this Agreement.
If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and attorneys' fees.
CLAUSE 16. INDEPENDENT PARTIES
Nothing contained or implied in this letter 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.
CLAUSE 17. EXCLUSIVITY
For a period of ________, the Parties shall not enter into discussions with third parties for transactions which are similar to the Proposed Transaction.
CLAUSE 18. ASSIGNMENT
This Agreement shall not be assignable by any Party without the prior written consent of the other Party.
CLAUSE 19. 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.
CLAUSE 20. NOTICES
Except as otherwise specified in this Non-Disclosure Agreement, all notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers, and other communications required or permitted under this Non-Disclosure Agreement shall be in writing and shall be deemed given when sent to the address specified below.
In the case of First Party:
Attention: ________
Address: ________
The Second Party
Attention: ________
Address: ________
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.
CLAUSE 21. 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. Provided, further that the obligations of the Receiving Party under this Agreement shall always remain in effect for a period of: ________ from the expiry or termination of this Agreement.
CLAUSE 22. GOVERNING LAW
This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement:
___________________________
________
___________________________
________
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