Confidentiality & Nondisclosure Agreement
Confidentiality & Nondisclosure Agreement
This confidentiality and non-disclosure agreement is made and executed on the agreement date entered
By and Between
Company name engaged in business of Business type having its registered and head office at Office Address , (hereinafter referred to as the “company”) including all its branches in various places.
And
Name of the employee, Employee of the company holding office at Office address from Date of employment shall be the Receiving party for the purposes of this Agreement (hereinafter referred to as the Employee") on the following terms and conditions.
WHEREAS, the Company may in course of the employment, share certain confidential and proprietary information with the Employee in connection with the pursuit, evaluation and/or feasibility of a business relationship, and/or the consummation of a transaction (collectively, the "Business Purposes")
AND WHEREAS, this agreement shall be unilateral, wherein the Company shall have sole ownership and the Employee shall be prohibited from disclosing confidential and proprietary information that is to be released by the Company for Business Purposes.
The party of first and the second part are individually referred to as “party” individually and collectively referred to as “parties”.
Now, therefore, in consideration of the promises recited herein, each party hereto agrees to disclose and to receive information as applicable in a manner consistent with the following provisions:
1. CONFIDENTIAL INFORMATION
For purpose of this agreement "Confidential Information" means information or material that is commercially valuable to the Company and not generally known or readily ascertainable in the industry, whether in tangible or intangible form, provided to the Receiving Party / Employee by any means/ medium and shall mean to include but not limited to:
(a) Technical information concerning Company's products and services, including product know-how, formulas, designs, devices, diagrams, software code, test results, processes, inventions, research projects and product development, technical memoranda and correspondence.
(b) Any materials, trade secrets, network information, configurations, trademarks, brand name, know-how, cost information, profits, sales information, accounting business and marketing plans, markets and marketing methods, financial and operational information, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies and all other non-public information, material or data relating to the current and/ or future business and operations.
(c) Information concerning the Company’s employees, including salaries, strengths, weaknesses and skills.
(d) Information submitted by Company's customers, suppliers, employees, consultants or co-venture partners with company for study, evaluation or use; and
(e) Any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to affect the Company’s business whether economic or not.
(f) Any invoices, bills, e-mail communications, mobile text communications, and any other communication related to the Business Purposes that is undertaken by either of the parties for the Company or on the behalf of the Company or its vendors.
(g) Any marketing strategies, plans, projections, operations, and performance results relating to the past, present or future business activities of the Company.
(h) Any information generated by the employee or by its representatives that contains, reflects, or is derived from any of the foregoing.
(i) Confidential information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated confidential information.
2. NON-DISCLOSURE
(a) The Employee shall use the Confidential Information only for the Business Purpose and for performance of his/her duties for the Company and shall not reproduce / disclose/ distribute all or any part or summary or extract of the Confidential Information to any third party, including third parties affiliated with the Company, without that Company’s prior written consent, which prior consent the Company may refuse to give without assigning any reasons.
(b) Employee acknowledges that Company’s Confidentiality Information is to gain a significant competitive advantage over competitors and that such advantage will be jeopardized if such competitors learn such Confidential Information and disclosure of such, either during or after this agreement, will cause company irreparable damage. Accordingly, the Employee shall hold and keep in strictest confidence any and all Confidential Information and shall treat the Confidential Information with at least the same degree of care and protection as it would treat its own Confidential Information. The Employee in no event shall use company as a reference to any third party or entity without company’s prior written permission.
(c) The Employee shall not copy or reproduce in any way (including without limitation, store in any computer or electronic system) any confidential information or any documents containing confidential information without the company’s prior written consent. The Employee shall immediately upon request by the Company deliver to the Company owning the Confidential Information that has been disclosed to the other party, including all copies (if any) made in terms of these.
(d) The Employee shall not commercially/non-commercially use or disclose any confidential information or any materials derived therefrom to any other person or entity other than persons in the direct employment of the company who have a need to have access to and knowledge of the Confidential Information solely for the Business Purpose, and such persons shall be under same obligation of confidentiality and non-disclosure as these presents.
(e) The Employee may not disclose Confidential Information to any third party under any circumstances regardless of whether the third party has executed a non-disclosure agreement with the Employee or not.
(f) The Employee agrees to notify the Company immediately if he learns of any use or disclosure of the Confidential Information in violation of the terms of this agreement.
(g) The Employee further acknowledge and agree that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted or attributed by/ to the Company, or by any of its respective partners, officers, employees, agents or advisers, as to, or in relation to, the accuracy of completeness of any Confidential Information made available to the Employee.
(h) The Employee shall not add or emboss its own or any other any mark, symbol or logo on such Confidential Information.
(i) However, confidential information does not include:
- i. Information is generally available to the public.
- ii. Widely used programming practices or algorithms.
- iii. Information rightfully in the possession of the parties prior to signing this agreement.
(j) The employee shall have no obligation to treat as confidential any information which:
- i. Becomes rightfully known to Employee from a third-party source not under an obligation to the company to maintain confidentiality.
- ii. Becomes public knowledge through a source other than Employee and through no fault or failure of any act of Employee.
- iii.Was lawfully possessed by Employee prior to receiving the confidential information from the Company
3. PUBLICATION
Employee shall not make news releases, public announcements, give interviews, issue or publish advertisements or publicize in any other manner whatsoever in connection with this agreement, the contents/provisions thereof, other information relating to this agreement, the purpose, the confidential information or other matter of this agreement, without the prior written approval of the Company. Further, Employee shall not use any photographs/video/other materials belonging or related to the Company in promotional content through electronic, print or other mediums, if not authorized by the Company.
4. TERMINATION
(a) That this agreement shall terminate immediately, in the event the Employee defaults in any material obligation owed to the company under this agreement, if the default is not cured within Days written notice to the Employee.
(b) Upon termination of this agreement for whatsoever reason or at any other time upon request with o without casue, Employee will promptly deliver to company all documents, records, software programs, notes, memoranda, notebooks, drawings, reports, files, documented source codes and other documents (and all copies or reproductions of such materials) whether electronic or in hard copies, in its possession or under its control, whether prepared by employee or others, which contain Confidential Information.
(c) That both parties agrees that confidentiality clause and non – disclosure clause, shall survive the expiration or termination of this agreement.
5. INDEMNIFICATION
(a) Any act of theft, willful or negligent misconduct and/or indiscipline by the Employee while in continuance of the agreement will be viewed seriously and the Employee agrees to defend, indemnify and hold the company and its directors, officers and employees harmless from any loss, harm, costs, expenses or damages that may be incurred by Company (including any expense arising on account of a decision of a court) and/or any claims or suits against company for any act, omission or negligence of the Employee or due to any breach of the terms of this agreement by the Employee. The employee agrees in such a case, he shall pay any costs, damages, expenses and fees for such claims or suits and reasonable attorney’s fees.
6. NOTICES
All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when e-mailed by registered email as follows:
- Company’s email id
- Employee’s email id
7. NO WAIVER
The failure of company to require strict performance of any provision of this agreement by the other, or the forbearance to exercise any right or remedy, shall not be construed as a waiver by the company of any such right or remedy or preclude any other or further exercise thereof or the exercise of any other right or remedy.
8. ENTIRE AGREEMENT
(a) This agreement constitutes the entire agreement between parties as to the subject matter hereof and supersedes all prior understandings or agreements whether oral or written.
(b) Any modification of this agreement or additional obligation assumed by either party in connection with this agreement shall be binding only if evidenced in writing by way of email/ letter/ messages signed and agreed by each party or an authorized representative of each party. Further, this agreement is a non-exhaustive agreement. All additional communications which are by way of phone calls, messages, emails shall constitute to be a part of the contract.
9. SEVERABILITY
(a) If any term of this agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
(b) Each paragraph of this agreement shall be and remain separate from and independent of and severable from all and any other paragraphs herein except where otherwise indicated by the context of the agreement.
10. GOVERNING LAW
(a) This agreement shall be governed by and construed in accordance with the laws of India.
(b) Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of Jurisdiction for arbitration, for the adjudication of any dispute hereunder or in connection herewith.
11. ARBITRATION
(a) In case of any disputes in connection or arising out of this agreement, it is agreed that it shall be referred to and finally resolved by arbitration by sole arbitrator to be appointed by the Company. The arbitration proceeding shall be conducted in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996 as may be applicable from time to time or any other enactment replacing it.
(b) The Seat and Venue of arbitration shall be at Jurisdiction for arbitration and the language to be used shall be Language preference.
(c) The Arbitrarily award shall be final and binding on the parties and the parties agree to be bound thereby and to act accordingly.
12. MISCELLANEOUS
(a) Any misappropriation of any of the confidential information in violation of this agreement may cause Company irreparable harm, the amount of which may be difficult to ascertain, and therefore the Employee shall pay the Company a sum equivalent to Damage amount months present salary by way of agreed liquidated damages without any proof of actual damages incurred by the company and understands that the such payment of the sum shall be independent and not in lieu of any other damage which the Employee may be liable to pay to the company, for reason of breach of any condition mentioned herein under the Arbitral Award or any Decree / Order / Judgement of the component court.
(b) Nothing contained in this agreement shall be deemed to make Employee a partner or joint venture of Company for any purpose.
(c) That, this agreement shall bind each party's heirs, successors and assigns.
(d) Parties agree that the Company is the rightful and exclusive owner of all confidentiality information and all other works of authorship made by the Employee during the employment, whether or not eligible for patent, copyright, trademark, trade secret or other legal protection, and any and all related patents, patent applications, trademarks, copyrights, trade secrets, and other proprietary rights.
(e) Employee hereby assigns to company, without further compensation, all of its right, title and interest in and to any works of authorship and any and all related patents, patent applications, copyrights, copyright applications, trademarks and trade names in India and elsewhere.
(f) Employee acknowledges that all material and information supplied by company which has or will come into Employee’s possession or knowledge of Employee in connection with its performance in the employment, is to be considered company’s confidential and proprietary information.
13. FORCE MAJEURE
If either party is in breach of this agreement or in default of its obligations hereunder because it fails to perform or observe any or all of the terms of this agreement resulting directly or indirectly from causes beyond the reasonable control of such party, such as but not limited cause, and god, civil or military authority, acts of the public enemy, war, riots, civil disturbances, insurrections, accidents, explosions, fires, earthquakes, floods, transportation embargos, pandemic, endemic, epidemics, acts of government, its agencies or officers, or any other legitimate cause beyond the reasonable control of the parties, the party whose performance is affected or is likely to get effected thereby, shall notify the other party of the occurrence of such cause, and the time allowed for performance by the affected party will be extended for the duration of such cause. However, if as a consequence of such a cause, performance by a party under this agreement shall be prevented for a period longer than two (2) months, then the other party shall have the right to terminate this agreement after a month’s notice. The terms of termination under this condition will be with no liabilities or penalties.
In witness whereof, the parties hereto have executed these presents the day, month and year first hereinabove written.
___________
(FIRST PARTY)
Name:
Designation:
___________
(Second PARTY)
Name:
Designation:
Confidentiality & Nondisclosure Agreement
This confidentiality and non-disclosure agreement is made and executed on the entered
By and Between
engaged in business of having its registered and head office at (hereinafter referred to as the “company”) including all its branches in various places.
And
Employee of the company holding office at from shall be the Receiving party for the purposes of this Agreement (hereinafter referred to as the Employee") on the following terms and conditions.
WHEREAS, the Company may in course of the employment, share certain confidential and proprietary information with the Employee in connection with the pursuit, evaluation and/or feasibility of a business relationship, and/or the consummation of a transaction (collectively, the "Business Purposes")
AND WHEREAS, this agreement shall be unilateral, wherein the Company shall have sole ownership and the Employee shall be prohibited from disclosing confidential and proprietary information that is to be released by the Company for Business Purposes.
The party of first and the second part are individually referred to as “party” individually and collectively referred to as “parties”.
Now, therefore, in consideration of the promises recited herein, each party hereto agrees to disclose and to receive information as applicable in a manner consistent with the following provisions:
1. CONFIDENTIAL INFORMATION
For purpose of this agreement "Confidential Information" means information or material that is commercially valuable to the Company and not generally known or readily ascertainable in the industry, whether in tangible or intangible form, provided to the Receiving Party / Employee by any means/ medium and shall mean to include but not limited to:
(a) Technical information concerning Company's products and services, including product know-how, formulas, designs, devices, diagrams, software code, test results, processes, inventions, research projects and product development, technical memoranda and correspondence.
(b) Any materials, trade secrets, network information, configurations, trademarks, brand name, know-how, cost information, profits, sales information, accounting business and marketing plans, markets and marketing methods, financial and operational information, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies and all other non-public information, material or data relating to the current and/ or future business and operations.
(c) Information concerning the Company’s employees, including salaries, strengths, weaknesses and skills.
(d) Information submitted by Company's customers, suppliers, employees, consultants or co-venture partners with company for study, evaluation or use; and
(e) Any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to affect the Company’s business whether economic or not.
(f) Any invoices, bills, e-mail communications, mobile text communications, and any other communication related to the Business Purposes that is undertaken by either of the parties for the Company or on the behalf of the Company or its vendors.
(g) Any marketing strategies, plans, projections, operations, and performance results relating to the past, present or future business activities of the Company.
(h) Any information generated by the employee or by its representatives that contains, reflects, or is derived from any of the foregoing.
(i) Confidential information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated confidential information.
2. NON-DISCLOSURE
(a) The Employee shall use the Confidential Information only for the Business Purpose and for performance of his/her duties for the Company and shall not reproduce / disclose/ distribute all or any part or summary or extract of the Confidential Information to any third party, including third parties affiliated with the Company, without that Company’s prior written consent, which prior consent the Company may refuse to give without assigning any reasons.
(b) Employee acknowledges that Company’s Confidentiality Information is to gain a significant competitive advantage over competitors and that such advantage will be jeopardized if such competitors learn such Confidential Information and disclosure of such, either during or after this agreement, will cause company irreparable damage. Accordingly, the Employee shall hold and keep in strictest confidence any and all Confidential Information and shall treat the Confidential Information with at least the same degree of care and protection as it would treat its own Confidential Information. The Employee in no event shall use company as a reference to any third party or entity without company’s prior written permission.
(c) The Employee shall not copy or reproduce in any way (including without limitation, store in any computer or electronic system) any confidential information or any documents containing confidential information without the company’s prior written consent. The Employee shall immediately upon request by the Company deliver to the Company owning the Confidential Information that has been disclosed to the other party, including all copies (if any) made in terms of these.
(d) The Employee shall not commercially/non-commercially use or disclose any confidential information or any materials derived therefrom to any other person or entity other than persons in the direct employment of the company who have a need to have access to and knowledge of the Confidential Information solely for the Business Purpose, and such persons shall be under same obligation of confidentiality and non-disclosure as these presents.
(e) The Employee may not disclose Confidential Information to any third party under any circumstances regardless of whether the third party has executed a non-disclosure agreement with the Employee or not.
(f) The Employee agrees to notify the Company immediately if he learns of any use or disclosure of the Confidential Information in violation of the terms of this agreement.
(g) The Employee further acknowledge and agree that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted or attributed by/ to the Company, or by any of its respective partners, officers, employees, agents or advisers, as to, or in relation to, the accuracy of completeness of any Confidential Information made available to the Employee.
(h) The Employee shall not add or emboss its own or any other any mark, symbol or logo on such Confidential Information.
(i) However, confidential information does not include:
- i. Information is generally available to the public.
- ii. Widely used programming practices or algorithms.
- iii. Information rightfully in the possession of the parties prior to signing this agreement.
(j) The employee shall have no obligation to treat as confidential any information which:
- i. Becomes rightfully known to Employee from a third-party source not under an obligation to the company to maintain confidentiality.
- ii. Becomes public knowledge through a source other than Employee and through no fault or failure of any act of Employee.
- iii.Was lawfully possessed by Employee prior to receiving the confidential information from the Company
3. PUBLICATION
Employee shall not make news releases, public announcements, give interviews, issue or publish advertisements or publicize in any other manner whatsoever in connection with this agreement, the contents/provisions thereof, other information relating to this agreement, the purpose, the confidential information or other matter of this agreement, without the prior written approval of the Company. Further, Employee shall not use any photographs/video/other materials belonging or related to the Company in promotional content through electronic, print or other mediums, if not authorized by the Company.
4. TERMINATION
(a) That this agreement shall terminate immediately, in the event the Employee defaults in any material obligation owed to the company under this agreement, if the default is not cured within Days written notice to the Employee.
(b) Upon termination of this agreement for whatsoever reason or at any other time upon request with o without casue, Employee will promptly deliver to company all documents, records, software programs, notes, memoranda, notebooks, drawings, reports, files, documented source codes and other documents (and all copies or reproductions of such materials) whether electronic or in hard copies, in its possession or under its control, whether prepared by employee or others, which contain Confidential Information.
(c) That both parties agrees that confidentiality clause and non – disclosure clause, shall survive the expiration or termination of this agreement.
5. INDEMNIFICATION
(a) Any act of theft, willful or negligent misconduct and/or indiscipline by the Employee while in continuance of the agreement will be viewed seriously and the Employee agrees to defend, indemnify and hold the company and its directors, officers and employees harmless from any loss, harm, costs, expenses or damages that may be incurred by Company (including any expense arising on account of a decision of a court) and/or any claims or suits against company for any act, omission or negligence of the Employee or due to any breach of the terms of this agreement by the Employee. The employee agrees in such a case, he shall pay any costs, damages, expenses and fees for such claims or suits and reasonable attorney’s fees.
6. NOTICES
All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when e-mailed by registered email as follows:
- Company’s email id
- Employee’s email id
7. NO WAIVER
The failure of company to require strict performance of any provision of this agreement by the other, or the forbearance to exercise any right or remedy, shall not be construed as a waiver by the company of any such right or remedy or preclude any other or further exercise thereof or the exercise of any other right or remedy.
8. ENTIRE AGREEMENT
(a) This agreement constitutes the entire agreement between parties as to the subject matter hereof and supersedes all prior understandings or agreements whether oral or written.
(b) Any modification of this agreement or additional obligation assumed by either party in connection with this agreement shall be binding only if evidenced in writing by way of email/ letter/ messages signed and agreed by each party or an authorized representative of each party. Further, this agreement is a non-exhaustive agreement. All additional communications which are by way of phone calls, messages, emails shall constitute to be a part of the contract.
9. SEVERABILITY
(a) If any term of this agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
(b) Each paragraph of this agreement shall be and remain separate from and independent of and severable from all and any other paragraphs herein except where otherwise indicated by the context of the agreement.
10. GOVERNING LAW
(a) This agreement shall be governed by and construed in accordance with the laws of India.
(b) Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of , for the adjudication of any dispute hereunder or in connection herewith.
11. ARBITRATION
(a) In case of any disputes in connection or arising out of this agreement, it is agreed that it shall be referred to and finally resolved by arbitration by sole arbitrator to be appointed by the Company. The arbitration proceeding shall be conducted in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996 as may be applicable from time to time or any other enactment replacing it.
(b) The Seat and Venue of arbitration shall be at and the language to be used shall be .
(c) The Arbitrarily award shall be final and binding on the parties and the parties agree to be bound thereby and to act accordingly.
12. MISCELLANEOUS
(a) Any misappropriation of any of the confidential information in violation of this agreement may cause Company irreparable harm, the amount of which may be difficult to ascertain, and therefore the Employee shall pay the Company a sum equivalent to months present salary by way of agreed liquidated damages without any proof of actual damages incurred by the company and understands that the such payment of the sum shall be independent and not in lieu of any other damage which the Employee may be liable to pay to the company, for reason of breach of any condition mentioned herein under the Arbitral Award or any Decree / Order / Judgement of the component court.
(b) Nothing contained in this agreement shall be deemed to make Employee a partner or joint venture of Company for any purpose.
(c) That, this agreement shall bind each party's heirs, successors and assigns.
(d) Parties agree that the Company is the rightful and exclusive owner of all confidentiality information and all other works of authorship made by the Employee during the employment, whether or not eligible for patent, copyright, trademark, trade secret or other legal protection, and any and all related patents, patent applications, trademarks, copyrights, trade secrets, and other proprietary rights.
(e) Employee hereby assigns to company, without further compensation, all of its right, title and interest in and to any works of authorship and any and all related patents, patent applications, copyrights, copyright applications, trademarks and trade names in India and elsewhere.
(f) Employee acknowledges that all material and information supplied by company which has or will come into Employee’s possession or knowledge of Employee in connection with its performance in the employment, is to be considered company’s confidential and proprietary information.
13. FORCE MAJEURE
If either party is in breach of this agreement or in default of its obligations hereunder because it fails to perform or observe any or all of the terms of this agreement resulting directly or indirectly from causes beyond the reasonable control of such party, such as but not limited cause, and god, civil or military authority, acts of the public enemy, war, riots, civil disturbances, insurrections, accidents, explosions, fires, earthquakes, floods, transportation embargos, pandemic, endemic, epidemics, acts of government, its agencies or officers, or any other legitimate cause beyond the reasonable control of the parties, the party whose performance is affected or is likely to get effected thereby, shall notify the other party of the occurrence of such cause, and the time allowed for performance by the affected party will be extended for the duration of such cause. However, if as a consequence of such a cause, performance by a party under this agreement shall be prevented for a period longer than two (2) months, then the other party shall have the right to terminate this agreement after a month’s notice. The terms of termination under this condition will be with no liabilities or penalties.
In witness whereof, the parties hereto have executed these presents the day, month and year first hereinabove written.
___________
(FIRST PARTY)
Name:
Designation:
___________
(Second PARTY)
Name:
Designation: