NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (the "Agreement") is entered into as of [Insert Date], by and
between:
Disclosing Party:
BotLab Dynamics Private Limited
Registered Office: Research & Innovation Park, Block C, IIT Campus, Indian Institute of Technology
Delhi, Hauz Khas, New Delhi, Delhi 110016
Represented by: [Authorized Representative]
(Hereinafter referred to as "BotLab" or the "Disclosing Party")
Receiving Party:
[Receiving Party],
[Address]
Collectively referred to as the "Parties."
WHEREAS:
1. The Disclosing Party possesses certain confidential and proprietary information (the
"Confidential Information") which is disclosed to the Receiving Party for the purpose
of [Insert Purpose or Reason for Disclosure];
2. The Receiving Party agrees to receive such Confidential Information under the terms
set forth in this Agreement to protect and safeguard the information from
unauthorized disclosure.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth
herein, the Parties agree as follows:
1. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" refers to all information, whether
oral, written, or electronic, provided by the Disclosing Party to the Receiving Party, including
but not limited to business plans, financial information, trade secrets, technical data, designs,
strategies, marketing plans, customer lists, and any other information disclosed to the
Receiving Party that is marked or identified as confidential.
Confidential Information does not include information that:
Is or becomes publicly available through no fault of the Receiving Party;
Is already in the possession of the Receiving Party prior to disclosure by the
Disclosing Party;
Is independently developed by the Receiving Party without the use of Confidential
Information; or
Is disclosed with the prior written consent of the Disclosing Party.
2. Obligations of the Receiving Party
The Receiving Party agrees to:
Keep all Confidential Information in strict confidence and take all reasonable
measures to protect its confidentiality;
Not disclose any Confidential Information to any third party without the prior written
consent of the Disclosing Party, except to its employees, agents, or contractors who
need to know such information in connection with the Purpose of this Agreement, and
who are bound by confidentiality obligations no less restrictive than those contained
herein;
Use the Confidential Information solely for the Purpose outlined in this Agreement
and not for any other purpose without the prior written consent of the Disclosing
Party;
Notify the Disclosing Party promptly upon discovery of any unauthorized use or
disclosure of the Confidential Information.
3. Exclusions from Confidentiality
The obligations under this Agreement shall not apply to Confidential Information that:
Was or becomes public knowledge through no breach of this Agreement by the
Receiving Party;
Was independently developed by the Receiving Party without use of the Confidential
Information;
Is disclosed with the prior written consent of the Disclosing Party;
Is required to be disclosed by law or by any court or government agency, provided
that the Receiving Party gives the Disclosing Party prompt notice of such requirement
and cooperates with the Disclosing Party in seeking a protective order.
4. Return of Materials
Upon termination of this Agreement, or at the written request of the Disclosing Party, the
Receiving Party shall promptly return or destroy all materials containing Confidential
Information, including all copies, summaries, and derivatives thereof, in its possession.
5. Term and Termination
This Agreement shall remain in effect for 2 (two) years from the date hereof, unless
terminated earlier by mutual written consent of the Parties. The confidentiality obligations of
the Receiving Party shall survive for a period of 5 (five) years after termination of this
Agreement, unless otherwise agreed in writing.
6. No License
Nothing in this Agreement shall grant the Receiving Party any rights, by license or otherwise,
to any of the Confidential Information disclosed, except for the limited purpose of evaluating
or engaging in the relationship between the Parties.
7. No Obligation to Proceed
Nothing in this Agreement obligates the Parties to proceed with any proposed transaction or
relationship. Either Party may terminate discussions or negotiations at any time without
incurring any liability to the other Party.
8. Indemnification
The Receiving Party agrees to indemnify and hold the Disclosing Party harmless from any
damages, losses, or expenses arising out of any breach of this Agreement by the Receiving
Party.
9. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of [Insert
Jurisdiction, e.g., India]. Any disputes arising out of or in connection with this Agreement
shall be resolved through [insert dispute resolution process, e.g., arbitration] in [insert
location].
10. Miscellaneous
Entire Agreement: This Agreement constitutes the entire understanding between the
Parties regarding the subject matter hereof and supersedes all prior discussions,
negotiations, and agreements, whether written or oral, related to the Confidential
Information.
Amendment: This Agreement may be amended only in writing and signed by
authorized representatives of both Parties.
Waiver: No waiver of any breach of this Agreement shall be deemed a waiver of any
subsequent breach, and no waiver shall be effective unless in writing.
Severability: If any provision of this Agreement is found to be invalid or
unenforceable, the remaining provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have executed this Non-Disclosure
Agreement as of the day and year first above written.
For BotLab Dynamics Private Limited For (Receiving Party)
Signature: _________________________ Signature: _________________________
Name: Name:
Designation: Designation:
Date: Date:
