Back to top

Non-Disclosure Agreement

Progress:
0%
?
X

Select the date on which the non-disclosure agreement will be entered into?

Need
help?
Customise the template

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 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 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 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 set forth 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 set forth 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 there from to any third person, unless a 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 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, professional 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 a 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 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 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 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 and enforceable and most nearly gives effect to the original intent of the invalid / unenforceable provision.


CLAUSE
12 ENTIRE AGREEMENT

This Non-Disclosure Agreement alongwith 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 NO OTHER RIGHTS GRANTED

Nothing in this Agreement is intended to grant any rights under any patent, copyright or other intellectual property rights of any Party in favor of the other, nor shall this Agreement be construed to grant any Party any rights in or to the other Party's Confidential Information, except the limited right to use such Confidential Information in connection with the proposed relationship between the parties. The Receiving Party shall not receive any intellectual property rights in the Confidential Information other than a limited right to use the Confidential Information for the purposes specified in this Agreement. All intellectual property rights shall continue to vest with the Disclosing Party. The Disclosing Party shall retain all title, interest and rights and all intellectual property and proprietary rights in the Confidential Information. No license under any trademark, patent or copyright, or application for same which are now or thereafter may be obtained by Disclosing Party is either granted or implied by the conveying of Confidential Information. The Receiving Party shall not conceal, alter, obliterate, mutilate, deface or otherwise interfere with any trademark, trademark notice, copyright notice, confidentiality notice or any notice of any other proprietary right of the Disclosing Party on any copy of the Confidential Information, and shall reproduce any such mark or notice on all copies of such Confidential Information. Likewise, the Receiving Party shall not add or emboss its own or any other mark, symbol or logo on such Confidential Information.


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 prior written consent of the other Party.


CLAUSE
19 8888588525855

8 25522 85588 222 2522 522 2288 52825828, 258888 5222528222228, 2882 8222588288, 88852 25 2588885 55825288222228 25 258888822 82 522 22525 252225 8552822825 82 8222282822 8825 2588 825222222, 252 82222228 / 2528888228 2525222, 22525 82225252822 52852822 22 2588 825222222, 252 822285222858 52225252822 25 22525 252225 22 2588 825222222, 8825252 252 25825 8582222 52252858 22 252 22525 25522.


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:




___________________________

________




___________________________

________

See your document
in progress

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 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 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 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 set forth 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 set forth 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 there from to any third person, unless a 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 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, professional 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 a 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 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 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 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 and enforceable and most nearly gives effect to the original intent of the invalid / unenforceable provision.


CLAUSE
12 ENTIRE AGREEMENT

This Non-Disclosure Agreement alongwith 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 NO OTHER RIGHTS GRANTED

Nothing in this Agreement is intended to grant any rights under any patent, copyright or other intellectual property rights of any Party in favor of the other, nor shall this Agreement be construed to grant any Party any rights in or to the other Party's Confidential Information, except the limited right to use such Confidential Information in connection with the proposed relationship between the parties. The Receiving Party shall not receive any intellectual property rights in the Confidential Information other than a limited right to use the Confidential Information for the purposes specified in this Agreement. All intellectual property rights shall continue to vest with the Disclosing Party. The Disclosing Party shall retain all title, interest and rights and all intellectual property and proprietary rights in the Confidential Information. No license under any trademark, patent or copyright, or application for same which are now or thereafter may be obtained by Disclosing Party is either granted or implied by the conveying of Confidential Information. The Receiving Party shall not conceal, alter, obliterate, mutilate, deface or otherwise interfere with any trademark, trademark notice, copyright notice, confidentiality notice or any notice of any other proprietary right of the Disclosing Party on any copy of the Confidential Information, and shall reproduce any such mark or notice on all copies of such Confidential Information. Likewise, the Receiving Party shall not add or emboss its own or any other mark, symbol or logo on such Confidential Information.


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 prior written consent of the other Party.


CLAUSE
19 8888588525855

8 25522 85588 222 2522 522 2288 52825828, 258888 5222528222228, 2882 8222588288, 88852 25 2588885 55825288222228 25 258888822 82 522 22525 252225 8552822825 82 8222282822 8825 2588 825222222, 252 82222228 / 2528888228 2525222, 22525 82225252822 52852822 22 2588 825222222, 252 822285222858 52225252822 25 22525 252225 22 2588 825222222, 8825252 252 25825 8582222 52252858 22 252 22525 25522.


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:




___________________________

________




___________________________

________