This Non-Disclosure Agreement (“Agreement”) is entered into as of (“Effective Date”) by and between Vithal Kripa Pvt. Ltd. registered under the Companies Act and having its Registered Office at 4th Floor, House No 15, Pratap Nagar, Mayur Vihar Phase 1, New Delhi - 110091 (“Disclosing Party”); and * * a Volunteer member having his/her temporary address at * * * * * (“Recipient”).
Hereinafter, the Disclosing Party and the Recipient are referred to individually as a “Party” and collectively as the “Parties”.
1. Purpose: The “Purpose” of this Agreement is to enable the Recipient to receive Confidential Information of the Disclosing Party for the sole purpose of the project assigned by the Disclosing Party to the Recipient for all administrative duties to be carried out as per instruction of the relevant Management authority whereby the information is of a confidential nature.
2. Confidential Information: Any and all information relating to (i) the Company’s Work, assignment, business of the Disclosing Party and/or its Affiliate, (ii) any data which belongs to Disclosing Party and is shared or disclosed to the Recipient in line with the purpose defined herein (iii) any other public or non-public and/or un-published or published information including, without limitation, proprietary or trust information, computer programs, drawings, algorithms, know-how, processes, designs, specifications, ideas, trade secrets, inventions, schematics, Standard Operating Procedures, pricing information, contents of the Books, CDs, consumer goods and others (iii) other technical, business, financial, customer and product development related plans, strategies or other information (whether related to the Disclosing Party, its Affiliate or its assignee/devotees/customers/volunteers/staff or any other), (iv) any information relating to the existence of this Agreement or discussions between the Parties, and (v) all other information that should reasonably be understood to be confidential or proprietary based on the circumstances of Disclosing Party or the nature of the information itself, is referred to as “Confidential Information”.
Confidential Information shall not include any information that is a) lawfully known by the Recipient at the time of Disclosure without any obligation to keep the same confidential; b) or becomes, through no fault of and without a breach of confidentiality by the Recipient, known or available to the public; or c) rightfully disclosed to Recipient on a non-confidential basis by a source other than the Disclosing Party, provided that such source is not bound by any confidentiality obligations or otherwise prohibited from disclosing the information by a contractual, legal or fiduciary obligation, and the same can be so evidenced by the Recipient; or d) required by applicable law, order of a court of competent jurisdiction or an appropriately empowered government agency to be disclosed, provided that the Recipient shall promptly (prior to Disclosure where practicable) notify the Disclosing Party in writing of such obligation to disclose with details thereof and shall cooperate with the Disclosing Party regarding the content and timing of such Disclosure to the extent permissible in the circumstances.
4. Confidentiality Obligation: The Parties agree that any Confidential Information disclosed to the Recipient hereunder shall be on a limited and confidential basis. The Recipient agrees not to disclose any Confidential Information to any person, save and except to its assignee/employees/staff/volunteer/or advisors to the extent necessary and who have a need to know of such Confidential Information solely for the Purpose, provided that such assignee/employees/staff/volunteer and advisors have been informed of the confidential nature of the Confidential Information and are bound by obligations of confidentiality in respect thereof that are no less stringent than the obligations of confidentiality in this Agreement.
Further, the Recipient agrees that it shall a) not use any such Confidential Information except solely for the Purpose assigned by the Disclosing Party; b) hold the Confidential Information in trust and strictest confidence and protect it against Disclosing Party to any person in the same manner and with the same degree of care, but not less than a reasonable degree of care, which Recipient employs, assigned or communicated to protect its own confidential material; c) not divulge any such Confidential Information to any third party without prior written approval of the Disclosing Party; and d) not copy or reverse engineer any such Confidential Information or use /exploit such Confidential Information for its own benefit or the benefit of another.
5. Term, Termination & Return: This Agreement shall be valid until terminated by the Disclosing Party by giving 15 day prior notice to the Recipient in writing or unless terminated by the Disclosing Party forthwith for breach by the Recipient of its obligations herein. Notwithstanding any termination hereof, the Recipient’s confidentiality obligation under this Agreement shall survive such termination of this Agreement.
The Recipient agrees that in the event of this Agreement being terminated for any reason whatsoever, or on request at any time during the term hereof, it shall forthwith, and in no event later than 5 days of such request, return to the Disclosing Party all Confidential Information supplied to it, including any summaries or variations thereof. However, the return of Confidential Information as contemplated herein shall not discharge the Recipient of its other obligations under this Agreement, which shall continue to subsist.
6. Disclaimer: The Recipient acknowledges that the exchange of Confidential Information pursuant to this Agreement does not constitute an offer, acceptance, or promise to enter into or amend any other contract.
Confidential Information is disclosed on “As-Is” basis, without any express or implied warranties and in particular, without any limitation, as to fitness for the intended Purpose.
The ownership of all intellectual property rights (IPRs) in the Confidential Information or other information disclosed hereunder shall remain with the Disclosing Party and no grant of license or conveyance of any IPRs in such Confidential Information is to be implied from the exchange or sharing of any such information under this Agreement.
7. Indemnity: The Recipient hereby indemnifies and agrees to keep the Disclosures and its affiliates saved, defended and harmless, on demand, from and against all losses, liabilities, costs, expenses and damages that may arise to or suffered by the Disclosing Party and/or its affiliates as a result of any breach in performance and observance of the terms and conditions herein contained by the Recipient (or any person to whom the Recipient may disclose Confidential Information in terms of this Agreement) including without limitation, each loss, liability and costs incurred as a result of defending or settling a claim alleging any liability.
8. Injunctive Relief: The Recipient acknowledges that due to the unique nature of the Confidential Information disclosed by the Disclosing Party, any breach of its obligations hereunder will result in irreparable harm to the Disclosing Party, and therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief including the relief of injunction and/or specific performance, in addition to any other remedies available at law.
9. General: This Agreement shall be governed by the laws of India and if at any time any dispute arises between the Parties in relation to this Agreement, either Party may refer such Dispute to Arbitration, either Party may refer such Dispute to arbitration to be conducted by a Sole Arbitrator appointed by mutual consent of both the parties. Such arbitration proceedings shall be conducted in English Language in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be at New Delhi, India.
The Arbitration agreement shall be constructed in accordance with the laws of India.
The Recipient may not assign or transfer any rights or obligations arising out of this Agreement without the prior written consent of the Disclosing Party.
No failure or delay in enforcing any right will be deemed to be a waiver unless made in writing and signed by a duly authorized representative of the Disclosing Party. A waiver (express or implied) by the Disclosing Party of any of the provisions of this Agreement or of any breach of or default by the Recipient in performing any of those provisions shall not constitute a continuing waiver and that waiver shall not prevent the Disclosing Party from subsequently enforcing any of the provisions of this Agreement not waived, or from acting on any subsequent breach of or default by the Recipient under any provisions of this Agreement.
Should any part of the Agreement be declared illegal or unenforceable, the Parties will co-operate in all ways open to them to obtain substantially the same result or as much thereof as may be possible, including taking appropriate steps to amend, modify or alter the Agreement.
The Recipient is an independent contractor, and nothing contained in this Agreement shall be construed to constitute the Recipient and Disclosing Party as partners, joint venture, co-owners or otherwise as participants in a joint or common undertaking.
Any notice under this Agreement shall be in writing and shall be sent at the registered office addresses of the Parties specified in this Agreement, or such other address as a Party may during the subsistence of this Agreement specify in writing.
This Agreement may be modified only by an amendment executed in writing by a duly authorized representative of both Parties.
This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions or agreements relating to subject matter hereof.