Non-Discloser Agreement
This Agreement for Exchange of business prospect and
Confidential Information (the "Agreement") is entered into as of
December 02, 2023 (the "Effective Date") by and between
Mindvera Tech Labs ( MVTL ), a company incorporated under
the Indian Companies Act, 1956 with Registration No. having its
registered office at 154, FCI Colony, Vanasthalipuram ,
Hyderabad, India, here in after referred to as FIRST PARTY and
M/s XXXXXXXXX, represented by Mr.Thulasiram,
Address .hereinafter referred to as SECOND PARTY individually
and collectively as the "Parties".
1. Term: This Agreement shall have a term of Twenty Four (24)
months from the Effective Date.
2. Purpose: The Parties intend to share business opportunity and
Confidential Information for potential business relationship
("Purpose") disclosing critical information in seeking advice.
3. Discloser & Recipient: Either Party, including its Affiliates and
subsidiaries, may disclose Confidential Information under this
Agreement for the Purpose and shall be referred to as
"Discloser" hereunder.
4. Confidential Information: The information and the business
opportunity disclosed by the Discloser Mindvera Tech Labs
( MVTL ) to the Recipient hereunder relating to the Discloser's
business, including, without limitation, know-how, processes,
designs, reports, specifications, ideas, inventions, schematics,
pricing information, and other technical, business, financial,
customer and product development plans, strategies and such
information is hereinafter referred to as" Confidential
Information" of the Discloser. The Discloser shall observe the
duty of reasonable care while disclosing any Confidential
Information to the Recipient.
5. Confidentiality Obligation: The Recipient agrees: (i) to hold the
Confidential Information in confidence and to take reasonable
precautions to protect such Confidential Information from
unauthorized disclosure including all precautions the Recipient
employs with respect to its own confidential material), (ii) not to
divulge any such Confidential Information to any third person,
(iii) not to make any use whatsoever at any time of such
Confidential Information except for the Purpose, (iv) not to copy
or reverse engineer any such Confidential Information and (v)
not to approach any company who are the clients of Mindvera
Tech Labs (MVTL) for any kind of business opportunity in the
area of training that includes the method followed by Mindvera
Tech Labs (MVTL), field activities and backend support without
the written consent of Mindvera Tech Labs (MVTL).
6. Survival, Exceptions & Return: The confidentiality obligations
hereunder shall survive with respect to any Confidential
Information for a period of Two (2) years following the expiry of
this Agreement, provided that the obligations shall be perpetual
with regard to any source code or trade secret that may be
disclosed hereunder. The confidentiality obligation shall not be
applicable with respect to any information that the Recipient can
document: (i) is or has become (through no improper action or
inaction by the Recipient or any affiliate, provided that the
Recipient may retain copy of consultant or employee) generally
available to the public, or (ii) was properly in its possession or
known by it, without restriction, prior to receipt from the
Discloser, or (iii) was rightfully disclosed to it by a third party
without restriction, or (iv) was independently developed by the
Recipient without use of or reference to the Discloser's
Confidential information, or (v) was authorized to be disclosed in
writing by the Discloser. The Recipient may also make
disclosures as may be and to the extent required by law or court
order provided the Recipient promptly notifies the Discloser in
writing about such requirement to disclose. Immediately upon
request by the Discloser, which may be made at any time, the
Recipient will return to the Discloser all of its Confidential
Information and/or destroy all documents or media containing
any such Confidential Information and upon request will have an
officer of the Recipient certify compliance with this provision,
Confidential Information to the extent necessary to meet any
statutory requirements.
7. Disclaimer: The Recipient understands that nothing herein
requires the Discloser to proceed with any transaction. The
Confidential Information is disclosed hereunder as is without
any express or implied warranty and in particular without any
limitation as to fitness of such information for the intended
Purpose or claim by third parties relating to intellectual property
rights. For the avoidance of any doubt, the ownership of all
intellectual property rights in the Confidential Information
disclosed hereunder remains with its original owner and no
grant of license or conveyance of any intellectual property
rights in such Confidential Information is to be implied from the
mere sharing of such information under this Agreement.
8. Injunctive Relief: The Recipient acknowledges that due to the
unique nature of the Discloser's Confidential Information, any
breach of its obligations hereunder will result in irreparable
harm to the Discloser, and therefore, upon any such breach or
threat thereof, the Discloser 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. Non Assignment: This agreement is personal to the parties
and shall not be assigned or otherwise transferred in whole or
as part by either of the parties without written consent of the
other party.
10. General: This Agreement shall be governed by the laws of
India and shall be subject to the exclusive jurisdiction of courts
at Hyderabad. The Parties agree to be bound by any
applicable export control regulations while sharing Confidential
Information hereunder. Any notice under this Agreement shall
be in writing and shall be deemed given if delivered personally
or mailed by registered or certified mail (return receipt
requested) to the Parties at their addresses specified in this
Agreement, or at any other address that a Party specifies in
writing. This Agreement shall not be assigned by either Party
except with the prior written consent of the other Party. No
failure or delay in enforcing any right will be deemed a waiver
unless made in writing and signed by a duly authorized
representative of such Party. This Agreement constitutes the
entire agreement between the Parties and supersedes all prior
discussions or agreements relating to the subject matter
hereof. This Agreement may be modified only by an
amendment executed in writing by a duly authorized
representative of both Parties.
For Mindvera Tech Labs (MVTL)
Signature:
Name:
Designation:
Date:
For XXXX XXXX
Signature:
Name:
Designation:
Date: