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NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (hereinafter referred to as the ‘Agreement’), entered into at------on
this ----- th day of ------, Two Thousand and Twenty One [ Date] by and between:
1. M/s. Matrimony.com Limited, having its Registered Office at No 94, TVH Beliciaa Towers,
Tower II, 5th Floor, MRC Nagar, Mandaveli, Chennai, Tamil Nadu – 600 028, (hereinafter
referred to as ‘Employer’ which expression shall mean and include its successors, nominees
and permitted assigns, unless repugnant to the context) of the One Part;
And
2. Mr./Ms. ___________________________, sonof Mr.__________________ aged ____ years,
permanently residing at _____________________________________________________ and
presently residing at ________________________________________________________,
(hereinafter referred to as ‘Recipient’ which expression shall mean and include his/her legal
heirs, successors, executors and administrators, unless repugnant to the context) of the Other
Part.
Employer and Recipient shall individually be referred to as ‘Party’ and collectively as ‘Parties’, unless
repugnant to the context.
WHEREAS
A. Employer is engaged in the business of providing Matrimonial services to its esteemed
customers through online as well as offline platform;
B. Recipient is an employee working with the Employer and presently rendering his/her services
in the designation of __________________________________________;
C. Parties anticipate that in the course of performing such services Employee will be given access
to proprietary and confidential information pertaining to the Company’s products and services
or regarding the Company’s business activities and operations, which information is valuable
and not generally known to competitors of the Company;
D. Employer requires the Recipient to keep such Information secret and confidential in order to
protect its legitimate interests and rights and
E. Accordingly Employer and the Recipient have entered into this Agreement to set out the
terms and conditions upon which such Confidential Information of Employer has to be treated
by the Recipient.
NOW THEREFORE, intending to be legally bound the Parties to this Agreement agree as follows:
1. This Agreement shall be effective from the date of this Agreement (hereinafter referred to as the
‘Period of this Agreement’).
2. For the purposes of this Agreement, ‘Confidential Information’ shall mean and collectively include
all information regarding Employer or any of its affiliates, including but not limited to strategies,
plans, processes, objectives, process design, performances, financial results, product design,
specification or other technical, manufacturing, teaching or other process information including
but not limited to inventions, methods, plans, processes, specifications, characteristics, assays,
raw data, scientific, research, records, databases, formulations, clinical protocols, know-how,
experience, computer programs, software applications, advisory relationship information,
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received or obtained before, on or after the date of this Agreement, whether or not marked or
designated as ‘Confidential’, ‘Proprietary’ or the like, in any form, whether written, oral or
otherwise, including electronic or optical data storage and retrieval mechanisms, and including all
forms of communication, including but not limited to physical demonstrations, in-person
conversations and telephone conversations, and other means of information transfer such as
facility tours, regardless of whether any such information is protected by applicable trade secret
or similar laws, and any analysis, compilations, reports, memoranda or studies with respect to
such information prepared for Employer or any of its affiliates.
3. Upon the transmission, disclosure, observation or receipt of the Confidential Information,
i. the Recipient shall hold in confidence all Confidential Information received pursuant to
this Agreement;
ii. the Recipient will not disclose or release the Confidential Information to any third
party except with Employer‘s prior written authorization and consent. However the
Recipient shall disclose or release the Confidential Information only to the extent
reasonably relevant and required for the proper rendering of his/her services to the
Employer;
iii. the Recipient shall ensure that he/she shall at all times during the Period of this
Agreement and thereafter act in good faith while dealing with the Confidential
Information;
iv. the Recipient shall be responsible for any disclosure or release of Confidential
Information in violation of this Agreement and shall exercise reasonable standards of
care and diligence to prevent such disclosure or release of Confidential Information;
v. the Recipient will not use or exploit any Confidential Information for his/her own
benefit or for the benefit of others, in any manner whatsoever, except with Employer’s
prior written authorization and consent; and
vi. the Recipient shall protect the Confidential Information and take all safeguards
necessary for the same from being disclosed, destroyed, tampered, copied, conveyed
or communicated and accessed by any third party.
4. All software, programming, inventions, documentation, data or reports generated or developed
by Employee pursuant to agreement with the Company, and all other tangible and intangible
results and work products of the services performed by Employee for the Company (all of which
are sometimes referred to herein as the Employee’s “work product”), shall be and remain the
exclusive property of the Company and shall be treated for purposes of this Agreement as
confidential information of the Company, and Employee shall not make any use or disclosure of
any such work product except in accordance with this Agreement. The Employee agrees
specifically that all work product, to the extent permitted by law, shall be considered works made
for hire for the benefit of the Company. To the extent that any such work product may not be
considered work made for hire under applicable law, Employee agrees to assign to the Company,
and hereby does assign to the Company upon the creation of such work product, all right, title
and interest in and to such work product, including without limitation all copyright or other
intellectual property rights therein, without further consideration. Employee shall perform any
acts that may be deemed necessary or desirable by the Company to confirm or evidence more
fully the Company’s ownership of all materials referred to in this Section to the fullest extent
possible, including without limitation, by executing further written assignments or other
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instruments of transfer in such form as may be requested by Company. To the extent that any
pre-existing rights of the Employee may be embodied in any work product, Employee hereby
grants to Company the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and
license (1) to use, execute, reproduce, display, perform distribute copies of, and prepare
derivative works based upon such pre-existing rights and any derivative works thereof and (2) to
authorize others to do any or all of the foregoing. Employee hereby represents and warrants that
he/she has the full right and authority to perform his/her obligations, to convey to the Company
the unencumbered ownership of his/her work product, and to grant the rights and licenses herein
granted, and that he/she has neither assigned nor otherwise entered into any agreement by
which he/she purports to assign any right, title, or interest to any technology or intellectual
property right that would conflict with his/her obligations under this Agreement. Employee
covenants and agrees that he/she shall not enter into any such agreements.
5. Confidential Information shall be and considered to be at all times the sole property of Employer.
Nothing in this Agreement will be deemed by implication or otherwise to convey to the Recipient
any right including but not limited to patent, patent application, invention, copyright, trade mark,
design, trade name or any other interest owned by Employer.
6. The Recipient shall immediately upon request by Employer return to Employer all documents,
records, manuscripts, notes, computer media and any other evidence of Confidential Information
in any form including all copies thereof that were disclosed/released to the Recipient or that are
in the possession or control of the Recipient. The Recipient shall immediately upon request by
Employer destroy any documents or other materials created by or in the possession or control of
the Recipient that are related to or contain any Confidential Information.
7. This Agreement shall not apply to any Confidential Information, which is described herein below:
i. The Recipient demonstrates to the reasonable satisfaction of the Employer through
records that the Recipient possessed the Confidential Information, prior to the date of
this Agreement;
ii. The Confidential Information is or becomes available to the general public otherwise
than through any act/omission on the part of the Recipient that constitutes a breach of
any of the terms and conditions of this Agreement or any act of a person having an
obligation/duty of confidentiality to the Employer that constitutes a breach of such
obligation/duty;
iii. Confidential Information which is disclosed pursuant to the lawful requirement or
request of a governmental agency or court of law, provided that the Recipient has
given prior written notice to Employer and has reasonably assisted Employer to take
any measure as deemed necessary by Employer or obtain an order limiting the
disclosure and use of such Confidential Information so disclosed; and
iv. Confidential Information, which is explicitly approved for release by written
authorization from Employer.
8. The Recipient acknowledges and agrees that the confidentiality obligations imposed on the
Recipient by this Agreement shall survive the Period of this Agreement and/or termination of the
Recipient’s employment with the Employer, howsoever brought about and shall remain binding
on the Recipient in perpetuity.
9. Notwithstanding anything to the contrary contained herein, the Recipient will indemnify and hold
Employer harmless from and against any and all loss, liability, claim and expense, including all
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court costs, expenses and legal fees, which Employer might suffer/incur as a result of any
violation of the terms of this Agreement by the Recipient.
10. The Recipient acknowledges and agrees that any breach of the terms and conditions of this
Agreement by the Recipient would give rise to irreparable injury to Employer which may be
inadequately compensable in damages. Therefore, Employer may seek and obtain injunctive
relief against the breach or threatened breach of the terms and conditions of this Agreement in
addition to any other legal remedies which may be available.
11. If any of the provisions of this Agreement is found to be inconsistent with or void under the
applicable law at any time, then the validity of the remaining provisions shall not be affected. In
such case, the Parties shall agree to replace the ineffective portion by a new one that shall be
legally valid, binding and enforceable.
12. Modifications, amendments to and cancellation of any portion of the Agreement shall be
mutually agreed and signed by the Parties hereto and shall be in the form of an addendum to this
Agreement.
13. No failure or delay by the Parties in exercising any right, power or privilege under this Agreement
will operate as a waiver of it, nor will any single or partial exercise of it preclude any further
exercise of any such right, power or privilege.
14. All notices and demands of any kind or nature which any Party to this Agreement may be required
or may desire to serve upon the other Party in connection with this Agreement shall be in writing
and may be served personally or by prepaid registered post or by private courier service, in either
case to the address set forth in this Agreement.
15. This Agreement shall be governed by and construed in all respects in accordance with Indian Laws
and each Party submits to the exclusive jurisdiction of the courts in Chennai and no other courts
will have jurisdiction.

In witness whereof, the Parties have duly signed this Agreement on the day, month and year first
above written.

WITNESS
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