Exercise 1.

NON DISCLOSURE AND CONFIDENTIALITY

1.1 The Receiving Party recognizes that in the course of its discussions with the Disclosing Party it shall
be privy to Confidential Information relating to the Disclosing Party. Accordingly, the Receiving Party
agrees and undertakes:

(a) that the Receiving Party shall not, without the prior written permission of the Disclosing Party,
directly or indirectly disclose or cause to be disclosed any Confidential Information to any third party;

(b) that the Receiving Party shall take all steps as may be reasonably necessary to protect the integrity of
the Confidential Information and to ensure against any unauthorized disclosure thereof;

(c) that the Receiving Party shall promptly inform the Disclosing Party of any accidental disclosure of
Confidential Information and shall take all steps, together with the Disclosing Party, to retrieve and
protect the Confidential Information;

(d) that the Receiving Party shall use the Confidential Information only for the purpose for which it was
provided and shall not profit from the same in any unauthorized manner.

(e)that the Receiving Party shall keep the information stated as confidential by the disclosing party for a
period of 5 years from the execution date of the contract.

Ans 2. EXEMPTION CLAUSE

1.2 The Receiving Party shall strictly adhere to the provisions mentioned above except:

(a) to the extent that such Confidential Information is already in the public domain, other than by breach
of this Agreement;

(b) to the extent that such Confidential Information is required to be disclosed by any applicable law or
any applicable regulatory requirements or by any regulatory body to whose jurisdiction the Receiving
Party is subject or with whose instructions it is customary to comply under notice to the Disclosing Party;

(c) in so far as it is disclosed to the employees, directors, partner, financiers or professional advisers of
the Receiving Party, provided that the Receiving Party shall procure that such persons treat such
Confidential Information as confidential; and

(d) to the extent that any of such Confidential Information was previously known or already in the lawful
possession of the Receiving Party, prior to disclosure by the Disclosing Party.
Ans 3.

1. Both parties can share this confidential Information received under this NDA with whoever they think
is necessary.

The purpose of an obligations clause is to determine the liabilties of the parties. Confidential information
cannot just be shared with anyone the parties want to.

2. Both parties shall at their discretion disclose any information specified under this NDA to any third
party directly or indirectly

The information in an NDA needs to remain with the parties to the agreement only

3. In case of any accidental disclosure, parties shall immediately make the information public so that
others are not deprived of this information

Accidental disclosures need to be managed in a way that information which has not been disclosed can
be protected as much as possible and damage done to the disclosing party has been indemnified.

4. In any case, if it is necessary to disclose the confidential information to a third party to get the work
done, parties require no written consent.

For disclosure to third parties written consent is necessary so that there is a record of such consent and
future conflicts between the parties can be mitigated.

Corrected Obligations clause

Both parties are obligated to keep the information received under this NDA as confidential.Information
received under this NDA shall not be disclosed to any third party directly or indirectly unless a written
consent has been obtained from both the parties. In case of any accidental disclosure the receiving party
shall pay compensation for the damages to the disclosing party. Such Damages shall include General as
well as Special damages occuring due to such accidental disclosure.

Exercise 2.
Ans 1. The Mode of payments(ie in cash, cheque or wired transfer)should be specified in the Payment
clause.

The default in payment should be notified to the party who has defaulted and only if no reasonable
solution to the non payment can be achieved should the contract be terminated.

Intellectual property rights should not be assigned with no liabilty. The parties should discuss them in
detail and then inform the legal counsel for drafting the clauses accordingly.