Mutual Non-Disclosure Agreement

1. This Non-Disclosure Agreement ("Agreement") is made and entered into on [Date] by and
between X (hereinafter referred to as "Disclosing Party") and Y (hereinafter referred to as
"Receiving Party").

2. Definition of Confidential Information: For the purposes of this Agreement, "Confidential

Information" shall mean any and all non-public information disclosed by either party to the
other party, whether orally, in writing, or by any other means, that the Disclosing Party
designates as being confidential or that, under the circumstances, ought to be treated as
confidential.

3. Obligations of Receiving Party:

The Receiving Party shall not use any Confidential Information for any purpose other than
the purpose of evaluating or engaging in the sale of the software product and/or custom
development services provided by the Disclosing Party. The Receiving Party shall not disclose
any Confidential Information to any third party, except to its employees or agents who have
a need to know such information for the purpose of evaluating or engaging in the purchase
of the software product and/or custom development services provided by the Disclosing
Party. The Receiving Party shall take all reasonable measures to protect the confidentiality of
the Confidential Information, including, but not limited to, all measures that the Receiving
Party takes to protect its own confidential information of a similar nature.

4. Obligations of Disclosing Party: The Disclosing Party shall disclose Confidential Information to
the Receiving Party solely for the purpose of evaluating or engaging in the sale of the
software product and/or custom development services provided by the Disclosing Party. The
Disclosing Party shall not disclose any Confidential Information to any third party without
the prior written consent of the Receiving Party.

5. Exceptions: The obligations of confidentiality set forth in this Agreement shall not apply to
any Confidential Information that: a) was already known to the Receiving Party without an
obligation of confidentiality prior to its disclosure by the Disclosing Party; b) becomes
publicly available through no fault of the Receiving Party; c) is rightfully received by the
Receiving Party from a third party without an obligation of confidentiality; d) is
independently developed by the Receiving Party without reference to the Confidential
Information; or e) is required to be disclosed by law or by order of a court of competent
jurisdiction, provided that the Receiving Party gives the Disclosing Party prompt written
notice of such requirement prior to disclosure, and takes reasonable steps to limit the scope
of such disclosure.

6. Term: This Agreement shall remain in effect for a period of [Number of years] years from the
date of execution.

7. Remedies: The parties agree that any breach of this Agreement may cause irreparable harm
for which monetary damages may be an inadequate remedy. Therefore, in addition to any
other remedies that may be available, either party may seek injunctive relief to enforce the
provisions of this Agreement.
 8. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in
accordance with the laws of India. Any dispute arising out of or in connection with this
Agreement shall be subject to the exclusive jurisdiction of the courts of India.

9. Entire Agreement: This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior or contemporaneous
understandings or agreements, whether written or oral, regarding such subject matter. Any
amendments or modifications to this Agreement must be in writing and signed by both
parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[Disclosing Party]
By: _________________________
Name: _______________________
Title: ________________________