Non-Disclosure Agreement
This Non-Disclosure Agreement (the "Agreement") is made and entered into on 31 st Day of
October 2023
By and Between
[Client : Disclosing Party ], with an address of [Address] ("Client : Disclosing Partyt"),
collectively referred to as the "Parties."
And
[Vender: Receiving Party], with an address of [Address] ("Vender: Receiving Party"),
collectively referred to as the "Parties."
1. Purpose. The Parties wish to explore a business opportunity related to Supply of
Manufacturing Parts. In connection with this opportunity, Disclosing Party may
disclose to Receiving Party certain confidential and proprietary information
("Confidential Information").
2. Definition of Confidential Information - Confidential Information shall include any
information that is disclosed by Disclosing Party to Receiving Party, either directly or
indirectly, in writing, orally or by inspection of tangible objects, which if disclosed in
any manner other than pursuant to this Agreement, would reasonably be deemed
confidential, proprietary or competitively sensitive. Confidential Information may
include, without limitation, business plans, financial data, product development
plans, customer lists, and trade secrets. Confidential Information shall not include
information that: (i) is already in the possession of the Receiving Party at the time of
disclosure; (ii) is or becomes publicly available through no wrongful act of the
Receiving Party; (iii) is received by the Receiving Party from a third party without
breach of any obligation owed to Disclosing Party; or (iv) is independently developed
by the Receiving Party without use of the Confidential Information.
3. Obligations of Receiving Party - Receiving Party agrees to hold in confidence and not
to use, copy, distribute or disclose any Confidential Information of Disclosing Party,
except as required by law. Receiving Party shall limit access to Confidential
Information to its employees, agents and contractors with a need to know and shall
advise such employees, agents and contractors of the confidential nature of such
information and of Receiving Party's obligations hereunder. Receiving Party shall
take all reasonable measures to protect the confidentiality of the Confidential
Information and prevent the unauthorized use, disclosure, or dissemination of the
Confidential Information.
4. Term - This Agreement shall continue in effect for a period of 30 years from the
Effective Date.
5. Termination -Disclosing Party may terminate this Agreement at any time upon
written notice to the other Party. The obligations of Receiving Party under this
Agreement shall survive termination of this Agreement for a period of 30 years.
6. Remedies - Receiving Party acknowledges that unauthorized use or disclosure of the
Confidential Information would cause irreparable harm to Disclosing Party, and that
Disclosing Party shall be entitled to seek injunctive relief, in addition to all other
remedies available to it at law or in equity.
7. Non-Competition – Receiving party shall not pursue Disclosing party’s ventures,
associates or clients or use confidential information for the benefit of disclosing
party’s competitors or associates of the competitors or for its own benefit beyond
the agreed purpose of business. The receiving party shall not use confidential
information to develop products similar in nature of disclosing party’s finished
product.
8. Governing Law - This Agreement shall be governed by and construed in accordance
with the laws of India, without giving effect to its principles of conflicts of law.
9. Entire Agreement - This Agreement constitutes the entire agreement between the
Parties and supersedes all prior and contemporaneous agreements, negotiations and
understandings, whether oral or written, relating to the subject matter of this
Agreement.
10. Counterparts - This Agreement may be executed in counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above
written.
By: _____________________________ (Disclosing Party)
[Name]
[Title]
[Company]
By: _____________________________ (Receiving Party)
[Name]
[Title]
[Company]
