The mentioned clauses are generic Confidentiality and Non-Disclosure Agreement Terms meant for Company and Braahmam Net Solutions Pvt. Ltd., a private limited company incorporated under the provisions of the Companies Act, 1956, having its registered office at A-12, Gyandeep Apartment, Mayur Vihar Ph-1, Delhi – 110091 and branch offices at Plot No- N1/260, 2nd Floor, Above Axis Bank, CRP Square, Nayapalli Bhubaneswar, Odisha-751015, India and wholly owned subsidiary Braahmam International Limited at #4, Digital Depot, The Digital Hub, Thomas Street, Dublin – D08 TCV4, Ireland (hereinafter referred to as the “Braahmam”, which expression shall, unless it be repugnant to the context or meaning thereof, include its successor and assigns) of the First Part.
- Company is in the business of services that may or may not support the range of offerings by Braahmam, and
- Braahmam is an ISO 17100:2015 company offering a range of expertise in the areas of m-Learning, Localization and related services; and
- In order to explore Business Opportunities, the parties wish to disclose certain proprietary and confidential information to one another; and
- In consideration of the Business Opportunity, each party agrees that all Confidential Information received by it from the other party shall be kept confidential and shall be governed by the following terms and conditions.
- “Discloser” is the party disclosing the Confidential Information for the Permitted Purpose;
- “Permitted Purpose” means the appraisal of the Business Opportunity with a view to the parties taking advantage of such Business Opportunity;
- “Confidential Information” means (i) any commercial, technical and other data, information and interpretations made available by Discloser for the Permitted Purpose, whether orally or in writing on whatsoever medium (ii) the fact that discussions are taking place between the parties concerning a transaction involving the Business Opportunity and (iii) the terms of this Agreement;
- “Recipient” is the party receiving the Confidential Information;
II. CONFIDENTIALITY OBLIGATIONS
Recipient shall in all circumstances:
- use the Confidential Information no other purpose whatsoever other than the Permitted Purpose;
- disclose the Confidential Information only to its employees strictly on a need-to-know basis. Each employee to whom the Confidential Information is disclosed shall be informed of the terms of this Agreement. Recipient shall ensure that each such employee is bound by a written agreement not to divulge such Confidential Information with terms that protect the Discloser’s Confidential Information in the same manner as the Recipient is bound herein;
- ensure that Confidential Information is not disseminated or accessible to any party who does not have the need to know such information and shall put in place at least such controls as it employs with respect to its own proprietary and confidential information which it does not desire to have disseminated or published;
- not make or have made copies of the Confidential Information in any medium without the consent of the Discloser.
The provisions of Clause II above shall not apply with respect to any Confidential Information received which:
- was already in Recipient’s possession prior to the date of disclosure by Discloser; or
- was developed independently by the Recipient without any reference to or use of the Confidential Information; or
- was in the public domain prior to date of this Agreement or subsequently enters into the public domain otherwise than by breach of this Agreement by the Recipient; or
- is subsequently disclosed to the Recipient by a third party who does not have a duty of confidentiality towards the Discloser; or
- is approved for release upon the written permission of the Discloser; or
- is required to be disclosed to (i) a government/ judicial/ quasi judicial body in pursuance of an order; or (ii) is required by the lenders/ insurance agency of the Recipient in pursuance of any loan or insurance received/ made or to be received/ made, as the case may be. In such events, where possible, the Recipient shall give adequate notice to the Discloser before making any disclosure so that the Discloser may have adequate opportunity to respond prior to such disclosures; as also make disclosure only to the extent as required.
IV. NO GRANT OF PROPRIETARY RIGHTS OR LICENSE
The Confidential Information shall remain the exclusive property of the Discloser at all times. In particular, and without limitation, it is agreed that no license is granted by the Discloser nor any license acquired by the Recipient (by implication or otherwise) for any purpose whatsoever hereunder.
This Agreement shall terminate one (1) year from the Effective Date of this Agreement. The Confidentiality Obligations under clause II shall survive for a period of three (3) years from the date of disclosure.
Parties acknowledge that the Confidential Information is valuable and unique and that any unauthorized disclosure by the Recipient will result in irreparable injury to the Discloser. Parties agree that, in the event of a breach or threatened breach of the terms of this Agreement, the Discloser shall be entitled to an injunction in addition to and not in lieu of any other legal or equitable relief including monetary damages.
VII. RETURN OF MATERIALS
All copies of Confidential Information available with Recipient in whatsoever medium shall either be returned to the Discloser or destroyed without the option of retrieval within five (5) days or a later date as otherwise indicated by the Discloser upon the earlier to occur of the following:
- the Recipient be found to be in breach of Clause II of this Agreement; or
- the expiry of this Agreement; or
- the Discloser’s written request for return or destruction of the Confidential Information.
- No waiver by the Discloser of any breach by the Recipient shall operate as a waiver of any subsequent or continuing breach thereof. This Agreement sets for the entire agreement and understanding between the parties and supersedes all prior oral and written understandings representations and discussions between them respecting its subject matter, save that nothing in this Agreement shall prejudice the statutory and common law rights of either party in relation to Confidential Information. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party. If any provision of this Agreement shall be held invalid of unenforceable, the remainder of this agreement shall nevertheless remain in full force and effect. This Agreement is executed in duplicate and each copy is treated as original for all legal purposes. This Agreement shall be effective as of the date first above written when signed by both parties hereto.
- For the avoidance of doubt, it is clarified that:
- the terms of this Agreement are confidential; and
- in the event both the parties enter into further agreements related to the Business Opportunity, this Agreement shall continue to be binding on the parties with regard to any Confidential Information exchanged by the parties hereto; and
- The recitals given hereinabove form an integral part of this Agreement.
IX. GOVERNING LAWS
This Agreement shall be governed by and construed according to the laws of the Republic of India, and subject to the exclusive jurisdiction of the Courts at New Delhi.