INDIA NON JUDICIAL

Government of National Capital Territory of Delhi

e-Stamp

Certiticate No.
Certiticate Issued Date IN-DL90085 176220345U
Account Reterenco 19-Sop-2022 06:09 PM
IMPACC (IVN di706503/ DELHI/ DL-DLH
Unique Doc. Reterence
Purchased by SUBIN-DLDL70650360120470058684
ICMR
Descripton of Document
Article 5 Geoneral Agreement
Property Description Not Applicable
Consideraton Price (Rs.)
(Zero)
First Party ICMR
Second Paty DR PALLAVI SOMVANSHI
Stamp Duty Pad By ICMR
Stamp Duty Amount(Rs) 100
(One Hundred only)

ala
DR. PALLAVI
SOMVANSHI PHD
School Associdte Rokssor
af Computatenal & Integrative
Sciences JawahadalNehy University
Ne Delb- MAO67

Please wrate or type belon tiis tine

SfAtt Alet
 CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENI
This Non- Disclosure Agreement ("Agreement") is cntered into on this 19h day of September, 2022 ("Efective
Date") by and between:

ICMR located at V. Ramalingaswami Bhawan, Ansari Nagar, New Delhi - I10029 (hereinafter referred to as
"ICMR Disclosing Party (as the context may require)" which expression shall, unless it be repugnant to the
context or meaning theroof be deemed to mean and include their successors and executors) of the First Part

And

Dr. Pallavi Somvanshi, Principal Investigator of the project titled "Development of an efficient dashboard for
management and tracking of COVID-19 Data" project IRIS No/Proposal ID: 2021-6435 from the institute
Jawaharlal Nehru University, School of Computational and Integrative Sciences, New Delhi-110067, India
(hercinafter referred to as "Principal Investigator/ Receiving Party (as the context may require)" which
expression shall, unless it be repugnant to the context or meaning thereof be deemed to mean and include their
successors and executors) of the Second Part;

The ICMR and Principal Investigator shall hereinafter be referred individually as Party! as specified hereinabove
and jointly as "Parties".

Whereas:

The proposal has been approved under the "Call for proposals on management and analysis of COVID 19 testing
data (hereinafter referred to as the "Project") with following broad objectives:

A. To undertake data for developing, implementing and monitoring evidence-based policies and guidelines.
B. Interesting ideas for mining or adding values to National COVID 19 testing datasets with the primary
objective of improving public health.
C. Disclosing Party shal provide access to Receiving Party to its Confidential Information solely for purpose
of the Project and subject to the terms and conditions set forth in this Agreement. Receiving party has
accepted not to use Confidential Information in any manner other than as provided in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is understood and agreed
as follows:

L Definitions
Confidential Information" means all and any proprietary information, know-how, and data (oral, written, graphic
demonstrative, electronic or otherwise) of Disclosing Party and / or its Institutes whether marked as "Confidential"
or not Confidential Information further includes without limitation information relating to Disclosing Party's and
or its Institutes technology, intellectual property, and products, and shall further include without limitation, ideas
concepts, data, protocols, Irade secrets, standard operating procedures, strategic business plans, product forecasts,
financial information, pricing information, personnel intomation, and other commercially sensitive or proprietary
information or materials. Con fidential Information shall also include, without limitation, all information, created or
generated by Recciving Party using the information, or any part thereot, disclosed by Disclosing Party. The Parties
agre that the existence, terms and conditions of this Agreement, and the Parnies' discussions regarding the Project.
shall also be considered as Confidential Information.

1
eef Confidentiallnformation
atial
Confidential Infornmation strictly
Informalion
strictly inin accordance with the terms
Roveiving Party
shall use
under as

Receiving P'arty agrees that ('onlidential Information shall be uscd by Receiv ing Party solely to
21.1 fulill its oNigations in pursuance to the tems and conditions of this Agreement, specifically, for

other purposc;
the Projcct and for
no

Raciving Party shall not reversecngme GCcompile, disassemble, copy and modify Confidential
2.1.2 Infomation without obtaining prior wrilcn opproval ofthe Disclosing Party:

Rocciving Party shall not disclose and Confidential Information to any person except to the
213
following persons ("Permitteu icepe YES) Including the directors, oflicers or employees

ofthe Revciving Party: or

Rereiving Party shall make sure that cach Pemitted Representatives to whom such Confidential
2.14
Information is disclosed shall assume Ihe same responsibility as that of Receiving Party in terms

of this Agreement.

Receiving Party shall use the same degree of care in safeguarding Confidential Information as it uses or
would use in safeguarding its own Confidential Ihtormation and shall take all steps necessary to protect
Confidential Information from any unauthorized or inadvertent use. In particular, Receiving Party will
immodiately give notice in writing to Disclosing Party of any unauthorized use or disclosure of
Confidential Information and agrees to assist Disclosing Party in remedying such unauchorized use or
disclosure of Confidential Information;
This confidentiality obligation shall not apply to the extent that Receiving Party can demonstrate that:

23.1 Confidential Information of Disclosing Party is at the time of disclosure, forms a part of
the public domain and was notificd in advance by receiving party to the disclosing party.
except by breach of the provisions of this Agreement;

2.3.2 Such Confidential Information was required under any laws, rules, regulations or
ordinances and / or for the purpose of compliance under stock exchange regulations,
funding requirement or any other requirement under the applicable laws including
therein the details and logo/ trademarks of either Party; ard

2.3.3 Confidential Information was required to be disclosed before any judicial. govemmental,
supervisory or regulatory body, or by the Reserve Bank of India.

24 Save and excepi as agreed hereto,

Receiving Party shall not disclose the existence or tems of this
Agreement or use the name, trademark, service mark or logo of Disclosing Party in any publiciy,
advertisement or information, which is disseminated to any third person or to the general public without
Disclosing Party's prior written approval;
25 Keceving Party shall be liable for any breach of this Agreement by Permited Representatives and shall
Ccompensatle to Disclosing Paty against any loss sullered by it, the quantum of compensation applhcabe
snal be determined by a 3 member committee chaired by the Competent Autheny/authonu

representative.
 Rcturn of Conidentialluformation
All Contidential Intormation disclosed pursuant to this Agreement together with all copies thereof,
summaries and all infomation, know how, data and materials generated by the use of Confidential
Infomation shall be the absolute property of Disclosing Party and shall be returmed by Receiving Party to
Disclosing Party. forthwith upon written request or upon expiration or early termination of this Agreement,
whichever is earlier.

3.2 Reveiving Pary shall return to Disclosing Party or destroy Confidential Information and all copies theroof
as instrueted by Disclosing Party upon the completion of its obligations in relation to the Project or upon
termination of this Agrecment or within 14 (tourteen) days upon the written request received from
Disclosing Party at any time whether during the course of course of contemplated communications or after
the completion or abandonment.

3.3 Receiving Party shall also be required to provide certificate of destruction of Confidential Information
within 14 (Fourteen) days from the date of receiving request from Disclosing Party.
Condition Subsequent
If any Confidential Information is already in possession of Receiving Party before its disclosure under this
Agreement by Disclosing Party, Receiving party will notify Disclosing Party, possesion of such
Confidential Information on the ElNectivc Date of this Agreement along willh the relevant documentary
evidence(s). In absencc of such a notification and documentary evidence, no prior possession of
Confidential Information shall be deemed to exist. Subsequent to disclosure by Disclosing Party, if any
Confidential Information is lawfully received by Receiving Party from a third party whose rights therein
are without any restriction to disseminate Contidential
Information, Receiving Party will inform Disclosing
Party of the receipt of such Confidential Information in writing within 15 (Fifteen) days of the neceipt of
such Confidential Information and attach the relevant documentary evidence.

Ownership/Copyright Rishtsinthe Proiect

Nothing contained in this Agreement shall conter any right, by license or othervise, under any trademark.
know-how or other proprietary right owned or held by Disclosing Party, nor shall it be constnued as an
obligation upon Disclosing Party to enter into any business arrangement or agreement (relating to the
Project or otherwise) with Receiving Party. All Intellectual Property Rights in and to Confidential
Information shall remain vested exclusively with Disclosing Party. The Receiving Party agrees that the
information under the project which is being shared with the Receiving Party is proprietary information of
ICMR/Disclosing Party. The Receiving Party further agrees and aflirms that the data being provided by the
Disclosing Party to the Receiving Party under this Agreement will be used to ereate reports, which will be
subject to copyrights and that all such rights in the reports, analysis of the data ete. will be solely owned by
ICMR. The Receiving Party shall ensure to acknowledge the
copyrights of ICMR in such reports
publications which may be generated from the project properly, with best profèssional standards

6.
Adherenceto PersonalData Protection Provisions asper Lay
The Receiving Party acknowledges and agrees that the data proposed to be shard
by the Disclosing Party
with the Receiving Party is sensitive personal data. Ihe Receiving Party agrees to strictly abide hy the
suitable provisions of lT Act, 2000 or any other applicable laws in India tor Personal Data protection while
handling the data provided by the Disclosing Pairy under the Project. Accordingly, as per the provisions ot

3
 On to the affceted persons if uhey are negligent in
ul
danage ***
the 1P Act, would be liable to pay
implementing and maintaining reasonable security practices and procedures to protect sensitive personal

data or information regarding the Project.

Indemnite
Receiving Party shall indemnify, defend, proteet and hold harmless Disclosing Party, its Affiliates, agents,

Institutes, representutives,
diuectors, Cmployces partners, cte. (collectively "Disclosing Party's
and all lnabilny, l o S , Cause ot action, claim, proceeding, costs, expenses and
Indemnities") against any
damages, including but not limited to resonaoie attorney's fees, incurred by Disclosing Party's
Indemnitees arising out of breach or violation or any of the covenants, provisions, representaticns and

warranties set forth in this Agreement.

S. Representation and Warranties

Receiving Party hereby represents and warrants to Disclosing Party that as on the Effective Date of this

Agreement:
It is a corporation duly organized, validly existing and in good standing under the applicable laws;
S.1

8.2 It has all requisite corporate power to own and operate its properties and assets and to carry on its business
as presently being conducted and as proposed to be conducted;

8.3 It has, and will have on all elevant dates, all requisite legal and corporate power to execute and deliver this
Agreement, and to carry out and perform its obligations under the terms of this Agreement;

8.4 The cxccution and delivery of this Agreement and the performance of the Project contemplated hereby
have been duly authorized by all appropriate corporate action

8.5 The perfomance by it of any of the terms and conditions of this Agreement to be performed on its part
does not and will not constitute a breach or violation of any other agreement or understanding, written or
oral, to which it is a party

8.6 As of the Effective Date, there are no threatened or pending actions, suits, investigations, claims or
proceedings which adversely affects the right(s) of Disclosing Party or performance of the Project
contemplated under this Agreement;

8.7 The execution, delivery and performance of this Agreement will not conflict with, result in the breach of, or
constitute a default, or accelerate any performance required under the terms and conditions of this
Agreement, or any decree or order to which it is a party and does not result in a violation of any applicable
law; and

8.8 neither Receiving Party nor its directors, oflicers or employees, who is involved in the consummation of
the Project contemplated by this Agreement, has been debarred by any regulatory authority or

governmental authority.
9. Injunctive Relief
Keceiving Party agrees and acknowledges that any disclosure of any Confidential Information prohibited
herein or any breach of the provisions of this Agreement herein shall result in an ireparable ham to
DISClosing rary for which damages alone wauld be an inadequate remedy and therefore, Disclosing Party
may, in addion to all other remedies availahte ta it at law or in equity or otherwise, shall be entitled to
 seck relief including injunctive relief, orders or decrees in the event of any breach or threatened breach by
Receiving Party of the provisions of this Agreement and Receiving Party agrees to reimburse the
reasonable legal fees and other costs incurred by Disclosing Party in enforcing the provisions of this
Agreement.

10. Term and Termination

10.1 This Agreement shall commence upon the Effective Date and shall continue for a period of duration of the
Projcct or till all the reports/deliverables agreed by the Receiving Party under the Project have been
delivered to the complete satisfaction of the Disclosing Party, whichever islater
10.2 Notwithstanding the expiry or early termination hereof, all the obligations(s) of confidentiality,
disclosure(s) of Confidential Information to any third party and/ or non-use of Confidential Information by
Receiving Party and / or its Permitted Representatives, shall continue to be applicable to Receiving Party
and/ or its Permitted Representatives in relation to Confidential Information shared during the tenure of
this Agreement and till 5 years thereafter the completion of the Project.

11. Notice
Unless otherwise agreed between both the Parties, all notices, approvals, instructions and other
communications given or made under this Agreement shall be in English and in writing and shall be given
by personal delivery or shall be sent by the reputed courier service or pre-paid registered post or by
facsimile addressed to the relevant Party at its address set out below

Ifto Receiving Party: If to ICMR

Name: Dr. Pallavi Somvanshi Name: Dr. Harpreet Singh

Designation: Associate Professor (and P), Designation: Scientist "F" and Head (BMI)
Jawaharlal Nehru University, New Delhi Mobile No: 9999496965
School of Computational and Integrative Sciences Email: hsingh@bmi.icmr.org.in
Mobile no.: 9910222559 Address: BMI, Division, ICMR, Hqrs
Email: psomvanshi@inu.ac.in
Address: JNU Campus, New Delhi, India

11.1 Any written communication or notice so delivered shall be deemed to have been received by the addressee
at the time and date when actually delivered, or in any event within 5 (five) working days after posting in
the manner provided herein, provided no postal disruption shall exist. Written documents sent by wire
communications (i.e. facsimile transmission, etc.) shall be deemed to have been received by the addressee
at the time and date when actually sent with evidence of transmission.

11.2 Any Party may, from time to time, change its address or representative for receipt of notices provided for in
this Agreement by giving all the other Parties intimation in writing.

12.
Disclaimer
Except as set forth in this Agreement or as may otnerwise be set forth in a written agreement, Disclosing
Party makes no representation or warranty as 0 he accuracy, completeness, condition, suitability, or

5
 Contidential
nation and
Information Disclosing D.
and Disclosine Party shall have no liability whatsoever to
perfomance of for Confidential Informatio
atio n.
from its use
Rcciving Party resulting

13. No Waiver
of this AgECnent shall be deemed or shall constitute a waiver of any
Na waiver of any of the provisions
waiver constitute a continuing waiver. The affect the any Party
a failure of at
hereof, nor shall such
other provision
performance or any provision hereof shall in no
manner right of such
any time or times to require oher
enforce such provision
or any provision of this agreement.
Party at a later time to

14. Severability
wnich is determined by a competent authority or court to be
this Agreement
Any term or provision of ineffective
unenforceable in any Jurisdiction shall, as to such jurisdiction, be
invalid, illegal, prohibited or
prohibition or unenforceability without invalidating or rendering
to the extent of such invalidity, illegality,
terms and provisions of this, and any such invalidity.
or unenforceable the remaining
illegal, prohibited
unenforceability in any jurisdiction shall not invalidate or render illegal, prohibited
illegality, prohibition or
other jurisdiction.
or unenforceable such term or provision in any

15. Governing Law and Jurisdiction

under:
Thc Partics agree to resolve disputes, if any, between them as per the provisions detailed here

15.1 To be resolved amicably and in good faith by mutual consultation.

If no resolution is reached within 30(Thirty) days following the date on which one party first notifies in
15.2
writing to the other of its request that such a meeting be held, then, the Dispute shall be resolved by
arbitration as per the provisions of the Arbitration and Conciliation Act, 1996 and the Rules there under, as

amended from time to time.

15.3 The unresolved dispute or diference whatsoever arising between the Parties out of or nelation to the
construction, meaning, scope, operation or effect of this agreement or the validity the breach thereof o in
respect of any defined legal relationship associated therewith or derived there from dispute shall be
submited for arbitration to International Centre for Alernate Dispute Resolution(1ICADR),an autonomous
organization working under the aegis of the Ministry of Law & Justice, Department of Legal Afairs,
Government of India. The Authority of appoint the arbitrators) shall be the ICADR. The Arbitration under
this Clause and provision of administrative services by 1CADR shall be in accordance with the ICADR
Arbitration Rules, 1996 and as per Indian Arbitration & Conciliation Act, 1996. The award made in
pursuance thereof shall be binding on the Parties. The venue of arbitration shall be New Delhi and the
arbitration proceedings shall be conducted in English Language. The provision of this Clause shall not
become inoperative notwithstanding the Agreement expiring or ceasing to exist or being terminated or
foreclosed.

15.4 The venue of arbitration shall be New

Delhi.
16. NoSolicitation

6
161 Receving Party agrees and undertakes that durine the term of this Agreement and lor a period of 20 Two)
years trom the epiry/ termination of this Apreement. Receiving Party shal not, either on its own account

or for any other person, firm or

company:
T6.1.1 solicit, or encourage any organization dircctlv or indirectly to solicil, any employee of Disclosing
P'arty or any of its Atiliates to leave the cmployment of Disclosing Party or such Afiliates: and

16.1.2 solicit/ divert or attempt to solicit/divert business or induce or aempt toinduce any customer,
Supplier, licensec or business relation of Disclosing Party or any of its Amliates to cease doing
busines with Disclosing Party or any of its AMiliates, or in any way interfere with the relationship
hetween any such customer, supplicr, licensee or business relation and Disclosing Party or any of
its Ailiates (including without limitation making any negative statements or communications
about Confidential Information, Disclosing Party or any of its Afiliates).

17 Entire Agreement
This Agrecment contains the cntire understanding between the Parties and supersedes all prior oral
and written agreements and understandings of the Parties, if any, pertaining to the subject matter
heroof. The Parties agree that this Agreement is being executed for the limited purpose of
exchanging information and data necessary to be evaluated by ICMR for entering into a detailed
Collaboration Agreement for the Project, following which this Agreement will stand terminated
and Collaboration Agreement will supersede the commitments agreed in this Agreement. This
Agroement shall be executed in 2 (Two) identical counterparts each of which shall be deemed to
be an original. Both the Parties agree that there shall be no amendment to this Agreement shal be
binding upon the Parties, unless it is in writing and signed by both the Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives.

For Receiving Party: Jawaharlal Nehru University for Indian Council of Medical
School of Computational and Integrative Sciences, Research/Disclosing Party
New Delhi-110067, India

By Name (P1. Project): Dr Pallavi Somvanshi By Name: Dr R Lakshminarayanan

Designation: Associate Professor and Project Investigator Designation: Deputy Director General (Admin)
Jawaharlal Nehru University, School of Computational Place:
and System Sciences, New Delhi-110067, India Date:

Place: JNU Campus, New Delhi

Date: 19h September. 2022

WITNESSES
Signature: Ma layn Signature: Poej-
By Name: Manish By Name: Pooja Singh
Designation: Project Assistant Designation: Ph.D. Scholar
Address: Jawaharlal Nehru University. Address: Jawaharlal Nehru University,
School of Computational and System Sciences, School of Computational and System Sciences,
New Delhi-1 10067, India New Delhi-110067, India