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NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement (the "Agreement") is made effective as of


the 26th day of April, 2024 ("Effective Date") by and between:

Global Podium LLP, an educational startup, (hereinafter referred to as the “Disclosing Party” or
“Global Podium LLP”)

Signing Authority , hereinafter referred to as the “Receiving Party”)

WHEREAS:

The Parties are contemplating entering into the following transaction:

Global Podium LLP, dedicated to innovative learning methodologies, aims to share confidential
information with individuals joining its Internship Team at Global Podium LLP for the purpose
of contributing to the goals of promoting quality education and social awareness.

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

CLAUSE 1: DEFINITIONS

For the purpose of this Non-Disclosure Agreement, "Confidential Information" refers to any and
all information, whether in written or oral form, disclosed directly or indirectly (including
through its agents), through any mode of communication or observation (including oral, graphic,
written, or electronic form) from the Effective Date. This includes information regardless of
whether it has been explicitly labeled as "confidential" at the time of disclosure. It encompasses
proprietary data treated as confidential by Global Podium LLP, whether owned or developed by
Global Podium LLP, its affiliates, or representatives for the benefit of the Receiving Party.

The Confidential Information includes, but is not limited to:

● Details of any agreement between Global Podium LLP and the Receiving Party.
● Discussions taking place between the parties.
● All technical and business-related information, including:
● Financial plans, records, business strategies, relationships with third parties, information
regarding suppliers, founders, employees, affiliates, business channels data, materials,
and products.
● Technical data, know-how, research, formulae, processes, methods, technology, IT
systems, computer software programs, and related techniques.
● Present and proposed products, logos, trade secrets, designs, drawings, trademarks,
patents, prototypes, samples, product plans, unpublished patent applications,
research-in-progress, work in progress, prototypes.
● Advertising plans and programs, merchandising strategies, marketing, pricing, sales,
marketing information, facilities, services, customers, their related information,
marketing plans, negotiations, ideas, discussions, inventions, and financial information,
among others.
● Information generated by the Receiving Party in connection with the purpose for which
the confidential information is received under the Agreement or otherwise.
● Confidential Information also includes any information known or reasonably perceived
by the Receiving Party to be confidential to Global Podium LLP under the circumstances
surrounding its disclosure.

CLAUSE 2: DUTY AS TO CONFIDENTIALITY

The Receiving Party acknowledges and affirms that the Confidential Information has been
developed or acquired by the Disclosing Party through substantial investment of time, effort,
and/or resources. The Receiving Party acknowledges that this Confidential Information is a
valuable, distinctive, and singular asset of Global Podium LLP and demands safeguarding
against any form of improper disclosure.

The Receiving Party shall utilize the Confidential Information provided by Global Podium LLP
solely for the following purpose:

● For the advancement of personal skills, training objectives, and contributions towards the
enhancement of Global Podium LLP's initiatives and objectives, refraining from
replication or dissemination elsewhere.

Moreover, the Receiving Party shall ensure the confidentiality and security of this information
and shall not, under any circumstances, disclose any part of Global Podium LLP's Confidential
Information. All Confidential Information shared under this Agreement shall be used exclusively
for the intended purpose. Neither Party shall disclose or employ the Confidential Information for
any alternative purpose or in any other manner without prior written consent from Global
Podium LLP.

The Receiving Party may share such Confidential Information with other employees on a strict
need-to-know basis, subject to explicit consent (written or otherwise) from Global Podium LLP,
solely concerning the agreed purpose. The recipients shall undertake to protect the Confidential
Information in accordance with the terms outlined in this Agreement.

Under no circumstances shall the Confidential Information be duplicated or replicated in any


form or medium. The Receiving Party must safeguard the Confidential Information in the same
manner it protects its own confidential data.

Additionally, no transfer of intellectual property rights, either via assignment or license, is


granted or implied by the disclosure of Confidential Information to the Receiving Party. The
disclosure of Confidential Information to the Receiving Party does not constitute any
representation, warranty, or inducement by Global Podium LLP regarding the accuracy or
correctness of the Confidential Information. This includes, but is not limited to, any
representation that such use will not infringe on the intellectual property rights of any third party.

CLAUSE 3: EFFECTIVE DATE AND DURATION

This Agreement shall be effective as of the Effective Date and shall terminate on the delivery of
written notice of termination from either Party; provided, however, that the obligations of the
Receiving Party under this Agreement shall remain in effect for a period of 3 (three) years from
the date of termination.

CLAUSE 4: GOVERNING LAW

This Agreement and all issues arising out of the same shall be construed in accordance with the
laws of India. The same shall also be subject to the applicable rules of Global Podium LLP,
pursuant to the Code of Conduct and other applicable rules, as the case may be.

CLAUSE 5: EXECUTION

The individuals executing this Agreement represent and warrant that they are empowered and
duly authorized to execute this Agreement on behalf of the parties they represent. Each Party
represents and warrants to the other Party that it is authorized to execute this Agreement and is
competent to discharge the obligations under this Agreement.

CLAUSE 6: INDEPENDENT PARTIES

Nothing in this Agreement will be construed to create a partnership, joint venture, franchise,
fiduciary, employment or agency relationship between the parties. Neither Party has any express
or implied authority to assume or create any obligations on behalf of the other or to bind the
other to any contract, agreement or undertaking with any third party.
CLAUSE 7: SEVERABILITY

If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal,
invalid or unenforceable, the remaining provisions shall remain in full force and effect.

CLAUSE 8: AMENDMENTS

This Agreement contains the full and complete understanding of the parties with respect to the
subject matter hereof, and supersedes all prior representations and understandings, whether oral
or written. This Agreement may be amended only in writing by mutual agreement of the Parties.

CLAUSE 9: TERMINATION

This agreement shall be terminated by mutual consent and agreement of both parties.
Termination of this Agreement shall not prejudice any rights of the parties or terminate any
obligations of confidentiality in respect of the Confidential Information existing prior to
termination. Provided further, that the obligations of the Receiving Party under this Agreement
shall always remain in effect for a period of 3 years from the expiry or termination of this
Agreement.

CLAUSE 10: NO OTHER RIGHTS GRANTED

Nothing in this Agreement is intended to grant any rights under any patent, copyright or other
intellectual property rights of any Party in favor of the other, nor shall this Agreement be
construed to grant any Party any rights in or to the other Party's Confidential information, except
the limited right to use such Confidential Information in connection with the proposed
relationship between the parties.

The Receiving Party shall not receive any intellectual property rights in the Confidential
information other than a limited right to use the Confidential Information for the purposes
specified in this Agreement. All Intellectual Property rights shall continue to vest in the
Disclosing Party.

The Disclosing Party shall retain all title, interest and rights and all intellectual property and
proprietary rights in the Confidential Information. The Receiving Party shall not conceal, alter,
obliterate, mutilate, deface or otherwise interfere with any intellectual property rights,
confidentiality notice or any notice of any other proprietary right of the Disclosing Party on any
copy of such Confidential Information.
IN WITNESS WHEREOF, the parties have executed this Agreement under seal as of the
Effective Date

Signature

Name:

SIGNED ON- 26/04/2024

(Name and Signature of Receiving Party, along with the date of signature)

_________________________________________

(Seal/ Stamp of Global Podium LLP)

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