NON-DISCOISURE

AGREEMENT
This Non- Disclosure Agreement ( the ‘Agreement”) is
made on this ….. (the “Execution Date”) at….. by and
between
…….. a ……… entity having registered a address at …….
(Disclosing party”) which expression shall unless
repugnant to the context or meaning thereof include its
affiliates , representative, permitted assign, including
their directors , officers ,employees , financial, agents,
legal and other advisors and its successors,
representatives and permitted assign of the FIRST PART .
And
…., a….., having a registered address at ……., (the
Recipient”) which expression shall unless repugnant to
the context or meaning thereof include its affiliates,
representatives, permitted assign include their
directors ,officers ,employees, financial agents ,legal and
other advisors and its successors, representative and
permitted assign of the SECOAND PART.
The Disclosing Party and the recipient shall be
individually referred to the “Party” and collectively as
‘Parties’
WHERESAS
1. The Recipient is…… and is being engage by Disclosing
Party for (‘Contemplated Transactions’)
2. The Parties have entered into an arrangement\
agreement wherein the recipient shall provide
aforementioned services to the Disclosing parties
and it Platform pursuant to which the Recipient shall
have access to the Disclosing Parties confidential
information as Confidential information as
stipulated herein .

The Agreement governs terms and conditions of

such disclosure and the rights and obligations to the
recipient pertaining to the information stipulated
herein in accordance with the provisions set forth:

1. CONFIDENTIAL INFORMATION
1.1 Confidential Information for the purpose of this
agreement , shall including Disclosing Parties
business and proprietary information in tangible
or intangible including without limitation
information pertaining to the ……. Information
that may have commercial value for the
business of the Disclosing Parties , and any and
all information unauthorized use and disclosure
of which shall be detrimental to the interested
of Disclosing the Party whether received
orally ,in writing or electronic from, from or an
behalf of the Disclosing the party , The
confidential information herein shall include the
work product made and developed by the
Recipient in pursuance to the transaction
contemplated herein. The following information
, however , shall not to be deemed as
confidential:
1.1.1 Information that is in the public domain for
reason other than the breach of the terms
and conditions of this Agreement by the
Recipient ,
1.1.2 Information that was available to the recipient
on the non – confidential basis prior to any
disclosure made by the Disclosing Party
1.1.3 Information that becomes available from
third party that is not bound by the
Confidentiality Agreement or obligation and
had right to disclose such information at the
time when it was obtained.
1.1.4 Information that is independently developed
by the Recipient without using the
confidential information of the disclosing the
party.

2. CONFIDENTIALITY OBLIGATIONS
2.1 The Recipient agree the acknowledges that it
shall not directly or indirectly , retain ,use,
disclose, publish , communicated, or make
available the Confidential information or allow
or cause such Confidential information to be
used ,disclosed, published, communicated , or
made, available , in whole in or part , to any
person or entity except with the prior written
consent the Disclosing the Party .
2.2 The recipient may Disclose the confidential
information if such disclosure required by any
Government administrative authority or under a
court order or decree . The recipient, shall,
however , inform the disclosing the party
towards the contents of the disclosure .
2.3 The recipient shall return any and the
confidential information that may have been
Entrusted to it or maybe in the possession
including all the copies and reproduction of the
same , if any, to the disclosing party in the
following circumstances .
2.3.1 On termination on negotiation pertaining to
the contemplated transaction . Where such
termination is made by the recipient he shall
immediately notify the Disclosing Party of the
same.
2.3.2 At the end of the term of this Agreement
2.3.3 As and when requested by the Disclosing
Party within a period of ……. Days of such
request.
3. TERM AND TERMINATION
3.1 The Agreement shall be valid from the …….
(‘Effective Date”) of the Agreement for the
period of……. Month(S) and (“Terms”)
3.2 During the term of this Agreement either party
shall be entitled to be terminated this
Agreement upon giving the other party prior
written notice ……… days .
3.3 The obligation set out under Clause 2 of this
Agreement directly or remotely related to the
non- disclosure of the confidential information
shall survive the expiry termination of this
agreement.

4. DAMAGES
The Recipient shall pay to the Disclosing Party
such damages as may be determined by the
disclosing party it is discretion as the unauthorized
use, disclosure or misappropriation of the
confidential information stipulated under this
Agreement shall causes irreparable harm and
 damages to the interested to the Disclosing Party
which shall included without limitation and
financial loss and loss of business advantages for
which legal reminds may not suffice. Payments of
damages for breach does not restrict the
Disclosing party from approaching a court of
competent jurisdiction to seek specific
performance injection or any other relief that the
Disclosing Party may deemed appropriate.

5. INDIFICATION
The recipient shall indemnify and keep
indemnified the disclosing party for the
and against all liabilities losses , cost , expenses or
disbursements of any kind of nature that may be
imposed on ,or incurred by or asserted against the
disclosing party arising out of the Recipient’s
breach of any of the provisions of obligations
stipulated in this Agreement or any act, omission ,
willful , misconduct , negligence ,fraud ,
misrepresentation ,forgery on the part of the
Recipient . The right of indemnification as
contemplated above shall be in addition to and
 not in derogation of any other right or remedy
under the law that may be available to the
Disclosing Party .

6. MISCELLANEOUS
6.1 NON- SOCILATION
The recipient agree that he shall not during the
subsistence of this Agreement and for a period
of ……… months immediately following its
termination , approach, entice and solicit and
attempt to entice and solicit any individual
employment with disclosing party for any
reason whatsoever .

6.2 ENTIRE AGREEMENT

This Agreement constitute the final
understanding and exclusive agreement
between the parties with respect to the subject
matter hereof and shall cancel and supersede all
prior of contemporaneous oral or written
agreements or communications in this regard.

6.3 SEVERABILITY
 In the event that any provision in this
agreement to found to be invalid or
unenforceable , offending provision shall be
severed from the rest of this agreement and the
remainder the Agreement shall continue to
operate as originally written.

6.4 ARBITRATION
All the dispute or difference so arising the
between the parties shall be settle by arbitration
by accordance with the provision of the
arbitration and Conciliation act 1996 by a sole
arbitrator appointed mutually by the parties.
The of arbitration shall be ……. The award given
by the arbitrator shall be final and binding all
the parties in accordance with the award passed
by the arbitrator .

6.5 GOVERNING LAWS AND JURISDICTION

Without prejudice to the foregoing arbitration
clause , the validity , construction and
performance of this agreement and rights and
obligation stipulated herein shall be governed
 By laws of India and courts of …… shall have the
sole and exclusive jurisdiction with regards any
dispute arising or any relation to this
Agreement.

6.6 AMENDMENT AND WAIVER

Neither party shall be entitled to amend or
modified any of the term and condition of these
Agreement unless specifically agreed by to both
the Parties in writing .

6.6.2 No failure exercise and no delay in

exercising any right or remedy under this
Agreement shall operate as a waiver thereof .
No waiver or no content hereunder shall be
applicable to any events, acts, circumstance
excepts those specifically covered thereby.

6.7 ASSINMENT
The Recipient shall not assign, transfer or
subcontract any of its obligations under this
Agreement except with the express written
consent of the Disclosing Party.
6.8 NOTIECS
All notices and other communication given or
made under this Agreement shall be in English ,
in writing and send via facsimile , personal
delivery or prepaid registered mail or addressed
to the relevant party at the address designated
above .

In witness whereof , the parties have hereunto

subscribed their signatures on this Agreement
as follows

……

…………

Disclosing Party

Witness
……….

…………
Recipient