MUTUAL NONDISCLOSURE AGREEMENT
THIS MUTUAL NONDISCLOSURE AGREEMENT (“Agreement”) is made and entered into as of (date) (“Effective Date”) by and between Defenzelite Pvt. Ltd.. (Client company name and address), Near Bharat Petroleum, Ayodhya Nagar, Lugharwada Flat no. 5, Ground Floor, Lugharwara, Madhya Pradesh 480661 as one party and Consultant _________________, (ADDRESS) as the other party.
1. Background
The consultant (referred to as “skilled resource” in case when a MSA has been signed between consultant’s organization and DEFENZELITE), acting on behalf of Service Provider has been or shall be engaged in the performance of work on the Company's System (the "CLIENT’s System"); and in connection therewith will be given access to certain confidential and proprietary information; and During the Assignment DEFENZELITE or any of its respective consultants or suppliers may disclose to the Consultant technical, financial and commercial information relating to or its business which information is proprietary to DEFENZELITE. Consultant is willing to undertake to restrict the use and further disclosure of the Confidential Information (as defined below);
Now therefore, in consideration of DEFENZELITE disclosing the Confidential Information (as defined below), Consultant undertakes as follows:
2. Confidential Information
The term “Confidential Information”, for the purpose of this Agreement, shall refer to every item of information, written or oral, in electronic or other form whether of a technical, commercial or any other nature, that is furnished by Defenzelite Pvt. Ltd.. to the Consultant, including any and all information marked as “Confidential”, “Proprietary” or “Restricted” or which under all of the circumstances should reasonably be considered confidential and which relates to the Defenzelite Pvt. Ltd.. business, and shall include, without limitation, any product, technical and/or business documentation, customer information, customer lists, computer programs, trade secrets, business plans, strategies and all other relevant information pertaining thereto, know-how, ideas, specifications, patent applications, methodologies, designs, processes, technology, techniques, drawings and inventions.
The term “Confidential Information”, for the purpose of this Agreement, shall not include information which:
a. is already known to the Consultant without the obligation of a confidentiality agreement or other restriction;
b. the Consultant demonstrably developed independently through a dated and written record, prior to the time at which the information was disclosed;
c. the Consultant can establish it developed independently, after disclosure, and independently from Confidential Information which it had received;
d. became publicly available other than through any act or omission of the Consultant;
e. was lawfully obtained from a third party on a non-confidential basis and without interfering with and breaching this Agreement;
f. has to be made public due to mandatory law, court’s or other authority’s, provided that the DEFENZELITE is informed before the information is made public and only to the extent that the disclosure is absolutely necessary in order to comply with the law, rule or decision.
3. Safeguarding Confidential Information
Consultant shall use the highest degree of care in safeguarding the Confidential Information and shall not discuss or study Confidential Information in public places nor transfer (physically or electronically) it to any workplace outside that is provided by Defenzelite Pvt. Ltd.
At all times during and after the Assignment, the Consultant shall follow Defenzelite Pvt. Ltd. information security policy and other instructions relating to safeguarding information issued by Defenzelite Pvt. Ltd.. Upon discovery of any actual or potential unauthorized disclosure of Confidential Information in its possession,Consultant shall immediately notify Defenzelite Pvt. Ltd. and undertake to take any and all actions to prevent any further disclosure or unauthorized use of such Confidential Information.
4. Duration
This Agreement, and the obligations of the Consultant hereunder, shall remain in full force and effect during an Assignment and even after the completion of tenure.
5. Ownership of Information
All Confidential Information remains the property of Defenzelite Pvt. Ltd. and nothing in this Agreement shall be deemed to convey to Consultant any right, title or interest in or to the Confidential Information. Defenzelite Pvt. Ltd.. will exclusively own all materials prepared by Consultant and Defenzelite Pvt. Ltd.. may use these materials in its own discretion. Consultant does not convey any ownership or rights in the frameworks, methodologies, analytical tools and general industry data and insights that may be used or developed by Consultant in the performance of its services.
6. Insider Issues
The Consultant is aware that the Confidential Information may contain unpublished information that could affect the market value of Defenzelite Pvt. Ltd.. The Consultant may therefore be considered as an insider under applicable legislation.
7. No Publicity
You agree that, in your relationship with DEFENZELITE or its clients under this Agreement, you have no authority to represent or act on behalf of Company without Company’s prior written consent. You shall not hold itself out to any third person as purporting to act on behalf of or serving as the agent of DEFENZELITE or its clients and you are not authorized to enter into any agreements, whether oral or written, on DEFENZELITE or its client’s behalf unless authorized to do so.
You shall not (i) use the name DEFENZELITE or its clients in any publicity or advertising, or (ii) issue a press release or otherwise publicize or disclose any information related to the existence of this Agreement or the terms and conditions hereof, without the prior written consent of DEFENZELITE or its clients; provided, however, that you may, to the extent necessary to perform the Services, disclose to third party vendor and suppliers that you are performing the Services for DEFENZELITE or its clients. In no case you shall disclose your affiliation with any of its other clients or the public in general through its written contracts, advertising or on any public forums such as (but not limited to) LinkedIn, GitHub, glass door, or its website etc.
8. Return of Confidential Information
All material containing Confidential Information or relevant or related thereto whether or not supplied by Defenzelite Pvt. Ltd.., including, without limitation, drafts, memoranda, summaries, samples, drawings, scrap documents, photographic negatives, or computer input or output, and including all copies of any kind shall be returned or destroyed upon DEFENZELITE request.
9. Liquidated Damages
In case the Consultant breaches this Agreement, the Consultant shall, for each breach, pay liquidated damages to Defenzelite Pvt. Ltd.. Rs.1,80,000/-. The aforementioned have been agreed beforehand by the Parties and constitute therefore liquidated damages, which cannot be disputed, and which do not limit any other rights DEFENZELITE may have under this Agreement or at law. Should for example the actual damages sustained by DEFENZELITE due to a breach of this Agreement exceed the liquidated Damages, then DEFENZELITE notwithstanding the liquidated damages shall be entitled to compensation for the full actual damages.
10. Copies
Any copies or reproductions of the Proprietary Information shall bear the copyright or proprietary notices contained in the original.
11. Work Product
Consultant shall have no proprietary interest in the work product developed by consultant during the course of its engagement and expressly assigns all rights to copyrights, patents, trade secrets or other proprietary rights to the Company.
12. Indemnification
This clause is governed by MSA signed with the consultant’s organization.
13. Injunctive
Relief Consultant acknowledges that the use or disclosure of the Proprietary Information in a manner inconsistent with this agreement will cause Company irreparable damage, and that Company shall have the right to equitable and injunctive relief to prevent the unauthorized use or disclosure, and to such damages, as are occasioned by such unauthorized use or disclosure.
14. Miscellaneous
This Agreement shall be governed by the laws of India, without reference to conflict of law principles, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior representations and understandings, whether oral or written with regard to such subject matter, provided that information disclosed under a prior agreement between the parties shall be and remain subject to the terms thereof for so long as such information is protected under the terms from that previous agreement.
The Receiving Party shall not assign or delegate its rights or obligations under this Agreement, in whole or in part, to any third party by operation of law or otherwise, without the prior written consent of the Disclosing Party. Any attempted assignment or delegation that does not comply with this section shall be null and void and of no effect. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.
Suppose any provision of this Agreement is found to be unenforceable. In that case, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties. This Agreement may not be amended, nor any obligation waived, except by a writing signed by the authorized representatives of the parties.
The facsimile or e-mail transmission of any signed original counterpart of this Agreement, and transmission or retransmission of any signed facsimile or e-mail transmission, shall be the same as delivery of an original. At the request of either party, the parties hereto will confirm facsimile and e-mail transmitted signatures by signing an original document for delivery between them.
a. During (Resource full name) term of engagement with DEFENZELITE effective from date of engagement you agree to confirm, comply and be bound by the DEFENZELITE policies, code of conduct, directives, these term and conditions, applicable laws and any amendment, modification made thereto and such other policies or directives which may be communicated to you from time to time.
b. As a consultant for DEFENZELITE, (Resource full name) agrees to comply with its duties and the organization will expect to work with high standard of initiative, efficiency, economy, act of professionalism, honesty, discipline and integrity, as well as high moral and ethical standards in the performance of (Consultant) obligations and in all business relationship with others.
c. Neither receive nor offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits which are intended to or perceived to obtain business or uncompetitive favors for the conduct of DEFENZELITE.
d. Consultant agrees not to divulge with any unauthorized person by the word of mouth or otherwise, any confidential information of DEFENZELITE or its clients or affiliates etc. including the details of organization processes, technical know-how, security arrangements, financial data or information, administrative or organization matters, which may be your privilege to know by the virtue of being our consultant during the period of consultant’s service or even after the completion of tenure. It is consultant’s prime responsibility to keep such information confidential even on termination or cancellation of employment.
e. Neither receive nor offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits which are intended to or perceived to obtain business or uncompetitive favors for the conduct of DEFENZELITE
This Agreement has been executed by or on behalf of the parties with full effect from the
Effective Date. The foregoing is agreed to
by: Defenzelite Pvt. Ltd..
(DEFENZELITE)
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Signature
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Name
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Title
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Date