NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT( hereinafter referred to as “Agreement”) is made
and entered as on this 10th day of JULY, 2020 (hereinafter referred to as the “Effective Date”)
by and between
Young Indian Revolution Journals Private Limited, CIN-U21000UP2017PTC098327 a
company incorporated under the provisions of Companies Act, 2013, having its registered
office at 6TH KM STONE, NH58, JANSATH ROAD, MZN., Uttar Pradesh, India and Head
office 6TH KM STONE, NH58, JANSATH ROAD, MZN., Uttar Pradesh, India, hereinafter
referred to as “the Disclosing Party”, (which expression shall, unless it be repugnant to the
meaning or context thereof, be deemed to mean and include its successors and permitted
assigns) of the FIRST PART;
AND
_______________________________, S/o; D/o______________________, residing at
____________________,hereinafter referred to as “the Receiving Party” (which expression
shall, unless it be repugnant to the meaning or context thereof, be deemed to mean and include
its successors and permitted assigns) of the SECOND PART.
The Disclosing Party and the Receiving Party are hereinafter collectively referred to as “the
Parties” and individually as “the Party.
WHEREAS, this agreement provides for the disclosure of Confidential Information (as
defined below) by the Disclosing Party to the Receiving Party for the Marketing & Product
Development (hereinafter referred to as the “Purpose”). The Confidential Information shall
be disclosed for the ”Purpose” to the Receiving Party; and, it is understood and agreed that
the Confidential Information provided shall be reviewed and used by the Receiving Party
solely for the above mentioned Purpose only with no sharing of content to any Third Party.
WHEREAS, the Parties wish to define their rights with respect to any such Confidential
Information disclosed, and.
WHEREAS, the Disclosing Party desires to protect its Confidential Information disclosed
during the pursuance of the aforesaid “Purpose”, subject to the terms and conditions
hereinafter agreed to; and
NOW, THEREFORE, in consideration of the protection of a Disclosing Party’s Confidential
Information and other mutual promises and consideration as set forth herein, the Parties
hereto agree as follows:
1. CONFIDENTIAL INFORMATION (INFORMATION)
“Confidential Information” means and includes all Information of whatever nature
used in or otherwise made available by the Disclosing Party to the Receiving Party, its
Affiliates, their directors, officers, employees, advisers, consultants by whatever name
called (hereinafter referred to as “Representatives”) including information which is
disclosed in any tangible form and is clearly labeled or marked as confidential /
proprietary or it’s equivalent, or all information concerning / provided by the
Disclosing Party that is not known or generally available to the public at large,
including without limitation, documentation, business development or planning,
future projects, commercial relationships and negotiations, the marketing of goods or
services (including customer names and lists, sales targets, statistics) financial
statements and other financial information, employees lists and all other data sent by
the Disclosing Party, whether written, oral or on magnetic or other media exchanged
to between the parties, on or after the date hereof, is nevertheless disclosed as a result
of the Parties' discussions and based on legends or other markings, the circumstances
of disclosure or the nature of the information itself, should reasonably be understood
by the Receiving Party as being proprietary and/ or confidential to the Disclosing
Party. And as well as information in whatever form relating to the business of the
Disclosing party, contract terms, financial information, business procedures,
processes, techniques, methods, ideas, discoveries, inventions, processes,
developments, records, product designs, source code, product planning, trade secrets,
and any information created by a Receiving party based upon Confidential
Information of the Disclosing party, all of which is deemed confidential and
proprietary.
2. The Receiving Party shall:
(i) maintain and keep secret and confidential the “Confidential Information”;
(ii) use the Confidential Information only for Business Purpose;
(iii) disclose the Confidential Information (a) to its Representatives and (b) to
potential investors, strictly on a need to know basis; and
(iv) Safeguard the Confidential Information with the same degree of care to avoid
unauthorized disclosure as the Receiving Party uses to protect its own
confidential information, but in no case less than reasonable care.
(v) No sharing of Product information, content both work in
progress and completed, Policy Information & discussion.
These are extremely confidential in nature.
(vi) After completion of internship, you will not be engaged in
work of related product or services for the next 6 months,
until and unless given written consent by the company.
(vii) You will Adhere to Whistle Blower Policy of Company, as
annexed.
3. The foregoing obligation of confidentiality shall not apply to Confidential Information
which:
(i) at the time of its disclosure, is in the public domain or which after disclosure
to the receiving party becomes part of the public domain through no fault of
the Receiving Party; or
(ii) was known to the Receiving Party or its Representatives without restriction,
prior to disclosure by Disclosing Party, or
(iii) was disclosed by a third person to a Receiving Party or its Representatives,
without restriction on its use and disclosure; or
(iv) is independently developed by the Receiving Party or its Representatives
without use of Confidential Information; or
(v) is disclosed by the Disclosing Party to third parties without any confidentiality
obligations; or
(vi) is approved for release by written authorization of Disclosing Party; and
(vii) is required to be disclosed under laws and regulations or by Government
order, or under a legal process.
Notwithstanding anything herein to the contrary, in the event that the Receiving Party
or any of its Representatives is required by law or requested by any authority to
disclose any Confidential Information, Receiving Party and its Representatives will be
permitted to make any such disclosures as are required or requested.
4. The Disclosing Party represents and warrants to the Receiving Party that it has the right
and authority to disclose the Confidential Information and that it is not a party to any
agreement or under any obligation to any third party which would prevent it from
disclosing the Confidential Information to the Receiving Party and/or its
Representatives.
5. Nothing contained in this Agreement or in any discussions undertaken or disclosures
made pursuant hereto shall be deemed a commitment by Disclosing Party to engage in
any business relationship, contract or future dealing with the Receiving Party nor will
the Receiving Party be under any legal or contractual obligation of any kind
whatsoever to enter into any business relationship with the Disclosing Party.
6. In the event that the Receiving Party is requested or required by oral questions,
interrogatories, request for information or documents in legal proceedings ,Civil
investigative demands or by Court order to disclose any Confidential Information of
the Disclosing Party, the Receiving Party will provide immediate notice of such
request to the Disclosing Party and will use reasonable efforts to resist disclosure, until
an appropriate protective order may be sought, or a waiver of compliance with the
provisions of this Agreement granted. If, in the absence of a protective order or the
receipt of a waiver hereunder, the Receiving party is nonetheless, in the written
opinion of its counsel, legally required to disclose Confidential Information of the
Disclosing Party, then, in such event, the Receiving Party may disclose such
information without liability hereunder, provided that the Disclosing Party has been
given a reasonable opportunity to review the text of such disclosure before it is made
and that the disclosure is limited to only the Confidential Information specifically
required to be disclosed.
7. In the event the Parties decide not to proceed with the proposed Purpose or on expiry
of this Agreement or if asked by the Disclosing Party, the Receiving Party shall within
7 days of such decision / request, return or destroy, as may be expedient, all the
Confidential Information and all tangible records within it’s possession, copies and
other extracts containing or reflecting any portion of the Confidential Information.
8. Disclosing Party may elect at any time to terminate further access to its Confidential
Information. Upon written request, the Receiving Party will return to the Disclosing
Party all Confidential Information in any form and promptly destroy any and all
material or information derived from the Confidential Information.
9. Nothing contained in this Agreement will be construed as granting or conferring any
rights by license or otherwise, express or implied, or otherwise for any patents,
copyrights, trademarks, know-how or other proprietary rights of either Party acquired
prior to or after the date of this Agreement.
10. The obligations and commitments established by this Agreement will remain in full
force and effect during the term of this Agreement and for three (3) years after the
expiry or termination of this Agreement, or such longer time as the parties may agree
in writing.
11. The Confidential Information protected by this Agreement is of a special character,
such that money damages would not be sufficient to avoid or compensate for any
unauthorized use or disclosure of the Confidential Information. The Parties agree that
injunctive and other equitable relief would be appropriate to prevent any such actual
or threatened unauthorized use or disclosure. The remedy stated above may be
pursued in addition to any other remedies available at law or in equity, and the
Receiving party agrees to waive any requirement for the securing or posting of any
bond in connection with such remedy. In the event of litigation to enforce any
provision hereof, the prevailing party will be entitled to recover all costs, including its
reasonable attorneys fees and costs, incurred in connection with the litigation.
12. This Agreement is not and will not be construed as any form of a letter of intent or
agreement to enter into any type of transaction. This Agreement is to evidence the
Parties’ agreement to maintain the confidentiality of the Confidential Information, and
will not constitute any commitment or obligation on the part of either Party to enter
into any specific contractual arrangement of any nature whatsoever.
13. The Disclosing Party does not make any representations or warranties as to the
accuracy, completeness or fitness for a particular purpose of any information disclosed
to the Receiving Party hereunder. Neither the Disclosing party nor its representatives
will have any liability or responsibility to the Receiving Party (except as pursuant to
this Agreement) or to any other person or entity resulting from the use of any
information so furnished or otherwise provided.
14. The laws of the Republic of India shall govern the interpretation of this Agreement.
15. All disputes or difference arising between the Parties as to the effect, validity or
interpretation of this Agreement or as to their rights, duties or liabilities shall be
resolved amicably between the Parties, failing which the dispute arising out of or in
relation to the breach of the working of, to the interpretation of to the constructive
meaning effect in relation to, in respect of this agreement shall be referred to arbitration
under a sole arbitrator. The arbitrator shall be a retired court judge appointed by the
Managing Director of the Disclosing Party to whom the Receiving Party has no
objection, and shall not object in the future also to this appointment of sole arbitrator
by the Managing Director of Disclosing Party, including for the reason that the said
Managing Director is connected to Disclosing Party. The costs of Arbitration will be
equally apportioned between the Disclosing Party and Receiving Party. The seat of
Arbitration shall be exclusively in New Delhi. The dispute shall be settled in
accordance with Arbitration and Conciliation Act, 1996.as amended from time to time.
The award of the arbitrator shall be final and binding on the Parties. The arbitration
proceedings shall be conducted and the award shall be rendered in English language.
16. Subject to the above, the parties hereto hereby submit to the exclusive jurisdiction of
Courts at MZN, Uttar Pradesh. The Courts at MZN, Uttar Pradesh shall have exclusive
jurisdiction over all matters arising under this Agreement.
17. Any notice or other communication to or by any Party to this Agreement shall be given
in writing to the other Party concerned at the below mentioned address or such other
address as the Party has notified to the other Party in writing by Registered AD or
internationally reputed courier
To the Receiving party at its principal place of business at.
___________________________
__________________________
To the Disclosing Party at its office address at MZN, Uttar Pradesh, India
18. No waiver of any term, provision or condition of this Agreement, whether by conduct
or otherwise, in any one or more instances, will be deemed to be or be construed as a
further or continuing waiver of any such term, provision or condition or as a waiver of
any other term, provision or condition of this Agreement.
19. If any term or provision of this Agreement is found to any extent to be invalid, void, or
unenforceable, the remaining provisions of this Agreement will, nevertheless, continue
in full force and effect without being impaired or invalidated in any way.
20. This Agreement constitutes the Parties entire Agreement with respect to the subject
matter hereof and supersedes any and all prior statements or agreements, both written
and oral. This Agreement may not be amended except by in writing signed by the
parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of
the day and year, first written above.
For
For
Signature
Name: SAJAL GUPTA Name:
Designation: DIRECTOR Designation :
Date: 10.07.2020 Date: 10.07.2020
(First Party) (Second Party)