This Non Disclosure Agreement executed on this day of 7 th April, 2013 by and between
XXXXXXXXXXXXXXXX, a company incorporated in accordance with the laws of India, under the
Companies Act, 1956, having its Registered office at XXXXXXXXXXXXXXXXXXXXXXXXXX,
hereinafter referred to as “XXXXXX” (which expression, unless repugnant to the subject or
context therein, shall mean and include its affiliates, employees, assignees, subsidiaries,
nominees, agents & successors-in-interest) of the FIRST PART.
And
SST Infotech India Pvt Ltd., a Company registered under the Companies Act, 1956, having its
office at D-106, 2ndfloor, Block -A, Prem Nagar, Sector-12, Gurugram -122001, India,
hereinafter referred to as SST Infotech. (which expression, unless repugnant to the subject or
context therein, shall mean and include its affiliates, employees, assigns, subsidiaries, nominees,
agents & successors-in-interest) of the SECOND PART.
WHEREAS XXXXXXX is a renowned company in the area of services on Information Technology
focused on physical, psychological and social developments;
WHEREAS SST Infotech. is a leading System Integration & Data Center Services Company in the
Country,
WHEREAS XXXXXX wishes to engage SST Infotech India Pvt Ltd. For Data center related /hosting
services ,
WHEREAS XXXXXX and SST Infotech realizing the confidential nature of such information
undertake to enter into an Agreement consenting to keep confidential all such information
exchanged in the course of business operations.
AND WHEREAS Both the party of First Part and the Second Part will be together referred to as the “Parties” hereinafter.
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
1. CONFIDENTIAL INFORMATION
1.1 All information disclosed by One Party to the other Party regarding its products and
including but not limited to their ingredients etc., customers, products, development, sales,
marketing and other business activity shall be treated as confidential information of that Party.
1.2 All such confidential information is the property of that Party and that Party is the
rightful owner of the same. All related intellectual properties related to these matters shall also
belong to that Party.
1.3 All information will be regarded as confidential whether disclosed orally, in writing, in
visual or physical form as well as through electronic communication. Any oral communication
shall be treated as confidential provided a written communication is received by the recipient
within 30 days of such disclosure
1.4 Information shall not be considered confidential only if it has been put out to the public
and is as such easily available by or from the Parties. Incase of doubt One Party should make a
written request to the Other Party to clarify the nature of the information in question.
2. NON DISCLOSURE
2.1 All information obtained by One Party in the course of the fulfillment of obligations
arising under this Agreement/any earlier Agreement or Contract/work order/any other means
and any other authorized information relating to the Other Party that may be required will be
understood to be the Confidential Information of that Other Party. The Party receiving
information hereby unconditionally agrees and undertakes that it shall not and that its
employees shall not disclose or publish the terms and conditions of this Agreement or disclose
the information submitted by the Other Party under this Agreement to any third party unless
such disclosure is required by law for the purpose of performing any of the obligations of under
this Agreement. All such disclosure shall be immediately brought to the notice of the Other
Party.
2.2 The Parties shall, at all times, maintain adequate procedures to prevent improper and
unauthorized disclosure of any Confidential Information and to prevent loss of and from any
such information. In the event of any loss or disclosure of Confidential Information, intentionally
or otherwise, the Party receiving information shall notify the Other Party immediately and
initiate at its cost all remedial measures necessary to minimize adverse consequences thereof.
2.3 No Party shall disclose to any third party, Confidential Information made available to it
under this Agreement. In case it is required by a court of competent jurisdiction to disclose any
such information relating to the Other Party, the Party compelled to disclose such information
shall inform the Other Party in advance of all such submission of information. The Party
disclosing such information undertakes to limit disclosure to the absolute minimum necessary comply with such order and to ensure the safety of such information including but not limited to making efforts to ensure orders from such court to safeguard the Confidential Information.
2.4 The Parties shall ensure safety and security of documents, drawings, items of work in
process and products that embody Confidential Information by providing locked files or by
storing them in areas with restricted access to prevent its unauthorized disclosure.
2.5 No Party shall disclose Confidential Information to subcontractors nor subcontract any
part of the work/project/task/assignment entrusted to it without first obtaining written consent
from the Other Party.
2.6 All Confidential Information, including the inherent intellectual properties, remains the
sole and exclusive property of the concerned Party.
2.7 Any data or personal information of any Party, its employees or its Customers and their
employees shall remain strictly confidential and both Parties shall comply with all applicable
privacy and data protection laws.
2.8 No Party shall use the Confidential Information for their own benefit or for the benefit
of anyone other than the Parties.
2.9 The Parties shall use the Confidential Information only for the purpose for which it is
supplied by the Other Party.
2.10 The Parties undertake to maintain all information regarding the providing of the agreed
services and all Confidential Information as the property of the concerned Party.
2.11 No Party shall copy, reproduce, publish or distribute, in whole or in part any Confidential
Information, as a sample or otherwise, without prior written permission of the Other Party.
2.12 Both Parties shall disclose Confidential Information on a need to know basis to its
employees in order to enable them to carry out the tasks related to the purposes of this
Agreement.
2.13 Upon any Party discovering a breach of the confidentiality obligations by its
Representatives, it shall immediately inform the Other Party of the same and take all steps
necessary to mitigate consequences of such a breach of confidentiality.
2.14 Upon the written request of One Party, the Other Party shall return, all copies of the
Confidential Information already in its possession or within its control, without any charges and
destroy/delete, from all sources, all such documents transferred to it via whatever media
(including but not restricted to Paper/FTP/CD/USB Token, email etc.) for printing/reference,
after completion of the assigned job and damaged documents/media, during the process of job.
2.15 In case of breach of any confidentiality obligations, the Parties shall be entitled, without
waiving any other rights or remedies, to seek such injunctive or equitable relief as may be
deemed proper by a court of competent jurisdiction. Nothing herein shall be construed as
prohibiting a Party from pursuing any other remedies available to it for such breach or
threatened breach, including the recovery of damages from the Other Party.
2.16 If any provision of this Agreement shall be held by a court of competent jurisdiction to
be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
2.17 All obligations created by this Agreement shall survive for a period of Three (3) years
from the date of disclosure of the Confidential Information.
3. INTELLECTUAL PROPERTY
3.1 The Parties undertake not to use any of the information or material of the Other Party,
including but not limited to trademarks, patents or copyrighted products for any purposes
including in any printed or electronic form including amongst other things in brochures or
publicity material without prior written permission of the Other.
3.2 All Confidential Information and any Derivatives thereof whether created by SST
Infotech or XXXXXX, under this Agreement, remain the property of XXXX and no license or other
rights to Confidential Information is granted or implied hereby. For purposes of this Agreement,
"Derivatives" shall mean: (i) for copyrightable or copyrighted material, any translation,
abridgement, revision or other form in which an existing work may be recast, transformed or
adapted; (ii) for patentable or patented material, any improvement thereon; and (iii) for
material which is protected by trade secret, any new material derived from such existing trade
secret material, including new material which may be protected by copyright, patent and/or
trade secret. SST Infotech. further acknowledges that all original works of authorship which are
made by SST Infotech (solely or jointly with others) within the scope of and during the term of
this Agreement and which are protectible by copyright are "works made for hire."
4. TERM
4.1 The terms of this Agreement is One Year from the date of signing of this Agreement
Provided that the term of this agreement shall be co-terminus with the business agreement to
be entered between the parties.
5. GOVERNING LAW
5.1 This Agreement is governed by and construed in accordance with the laws of India.
6. ARBITRATION
6.1 In the event of any dispute, difference of opinion between the parties hereto arising out
of or in connection with this Agreement at any time or with regard to performance of any
obligations hereunder by either party, or to the true meaning or interpretation of the provisions
of this Agreement, the parties hereto shall use their best efforts to settle such dispute or
difference of opinion amicably by mutual negotiations within 2 weeks of issue of notice
indicating such dispute/difference of opinion.
6.2 Should an agreement not be reached, either party may forthwith give to the other
notice in writing of the existence of such question, dispute or difference and the same shall be
referred to the adjudication of an arbitrator, to be nominated by both the Parties. The award of
the Arbitrators shall be final and binding on the parties hereto.
6.3 Such arbitration shall be held in India in accordance with the provisions of the Indian
Arbitration and Conciliation Act, 1996 and/or any statutory modification or re-enactment
thereof for the time being in force and rule thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the
authorized representatives on the day and year first above written.
For XXXXXXXXXXXX For SST Infotech India Pvt Ltd.
Name : __________________
Name :
_________________
Designation : __________________
Designation :
_________________
Place : ___________________ Place : __________________
Witnesses:
1. Signature 2. Signature
Name : Name :
Address : Address