NON-DISCLOSURE AGREEMENT

Between

. Disclosing Party
AND
Some Company
Receiving Parties

Dated: February 12, 2016

THIS AGREEMENT is made and executed on this the 12th day of February, 2016 by and between:
, a Company incorporated under the Companies Act, 1956,
having its having its registered office at . represented by its Director
son of ., born on in
., an Indian Citizen, residing at ... (hereinafter
referred to as Disclosing Party))
=AND=
Some Company, a Company a partnership firm, having its having its registered office at represented
by its Director Mr. Owner Ss son of Mr Father Ss, born on 04.02.1987 in (hereinafter referred to as
Receiving Party)

WHEREAS:
(A)

The Disclosing Party is intending to make a Software as a service for the

.. The software shall have a comprehensive sections which may
include all or some of the features listed in Annexure 1. (The "Proposed Matter").

(B)

The parties to this agreement recognize that to facilitate and hold discussions pertaining to
the Proposed Matter with maximum efficiency, it is or will be necessary for each party to this
agreement to disclose to the other parties certain information for purposes of the Proposed
Matter, which, the said party to this agreement regards as strictly confidential and/or
commercially sensitive. All such information is herein collectively referred to as
"Confidential Information".

(C)

To facilitate and protect the disclosure of such information, the parties to this agreement
hereby agree to the following provisions of confidentiality and other associated provisions
related to such disclosure.

(D)

The Disclosing Party possesses certain non-public, confidential and/or proprietary information
relating to the Disclosing Party (Confidential Information), and which it proposes to
disclose to Receiving Parties in written/visual and/or oral communication and/or site visits,
on its own or through its advisors or representatives etc. so as to enable Receiving Parties to
evaluate a potential business proposition from the Disclosing Party.

NOW THEREFORE, in consideration of the mutual promises and covenants contained in this
Agreement and the disclosure of confidential information, the parties to this agreement agree as
follows:
1.

Definition of Confidential Information

1.1

"Confidential Information":
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(a)

Means, in relation to Disclosing Party, information (whether disclosed before or

after the date of this Agreement) in writing, visual or machine readable form
(including by fax and other forms of electronic transmission), or orally and
expressed to be disclosed either orally or in writing and the "Disclosing Party"
designates the same as being confidential to either or all of the Receiving Parties ,
or its directors or employees, or directors, partners or employees of its advisers
(collectively the "Representatives"; each a "Representative") who are directly
concerned with the Proposed Matter and need to know the same for the purposes of
considering, evaluating, advising on or furthering the Proposed Matter or which,
under the circumstances surrounding disclosure, ought to be treated as confidential
by the Receiving Party, including any information derived from the Confidential
Information. Without limiting the generality of the foregoing, information relating to
(i) the existence of the Proposed Matter, and (ii) the parties discussions,
negotiations or arrangements in connection with the Proposed Matter shall constitute
Confidential Information; and

(b)

Shall include, without limitation, information in any media (such as print, audio or
electronic), any and all notes, memoranda, lists, systems, software, records, data,
formulae, source code, databases, computer models and other kinds of models,
relating to the operations, business policies and procedure, financial information,
technical information, performance results of business activities, proprietary
concepts, software or hardware products, customers profiles or other customer,
supplier or business partner information, or anything else relating to the Proposed
Matter. Such information may be the property of the Disclosing Partys clients,
customers, suppliers, or affiliates, but

(c)

Notwithstanding the above, shall not include information which

(i) is at the time of disclosure, or prior to disclosure, in the public domain or
becomes in the public domain subsequently for any reason without the Receiving
Partys breach of any obligation owed to the Disclosing Party pursuant to the terms
of this Agreement;
(ii) independently developed by the Receiving Party, third parties or Representatives
without access to the Confidential Information;
(iii) that was or becomes available to the Receiving Party on a non-confidential
basis, or is disclosed in good faith to the Receiving Party by a third party legally
entitled to disclose;
(iv) is disclosed by the Receiving Party with the prior written consent of the
Disclosing Party; or
(v) is legally required to be disclosed pursuant to applicable law, any court order,
administrative or similar body.

2.

Obligations of the Receiving Parties regarding Confidential Information

2.1

In consideration of the Disclosing Party agreeing disclose and / supply the Confidential
Information to either of the Receiving Parties, each Receiving Party agrees and undertakes to
receive the same upon and subject to the terms of this Agreement and that Confidential
Information shall only be used solely for the purposes as expressly provided for herein.

2.2

Each of the Receiving Party shall:

(a)

Keep the Confidential Information secret and confidential and not disclose any of it to any person
other than the Representatives, [provided that the Receiving Party undertakes to procure that there are,
or will be, arrangements sufficient to enable the Disclosing Party to enforce all the provisions of this
Agreement against any Representative for any unauthorized use or disclosure of the Confidential
Information];

(b)

Maintain a list of the names of its Representatives who shall have access to the Confidential
Information and shall furnish such list to the Disclosing Party at its written request, and shall inform
each such Representative of the proprietary and confidential nature of the Confidential Information
and of the Receiving Party's and its Representatives obligations under this Agreement. [Furthermore,
the Receiving Party agrees to be and remain jointly and severally liable for any disclosure by any
Representative].

(c)

Only use the Confidential Information in accordance with this Agreement and for the sole purpose of
considering, evaluating, advising on or furthering the Proposed Matter and shall not use it for any
other purpose (in particular, the Receiving Party shall not use the Confidential Information in the
future conduct of its business operations, or to procure direct or indirect advantage over the
Disclosing Party or its affiliated companies);

(d)

Keep secret and confidential the existence of the Proposed Matter and any discussions or negotiations
with regard to the Proposed Matter and not make any disclosure or announcement concerning, or
otherwise publicize, the possibility of the Proposed Matter taking place or any other arrangement
connected in any way with the Proposed Matter;

(e)

Keep the Confidential Information and any copies thereof secure and in such a way so as to prevent
unauthorized access by any third party;

(f)

Not make any copies of Confidential Information or reproduce it in any form except for the purpose
of supplying the same to those to whom disclosure is permitted in accordance with this Agreement;

(g)

Notify the Disclosing Party immediately if it becomes aware that Confidential Information has been
disclosed to an unauthorized third party; and

(h)

Notify the Disclosing Party in the event that it receives a request by an individual to obtain a copy of
its personal data held by the Disclosing Party or any member of its group under any applicable data

protection legislation and comply with the Disclosing Party's instructions with respect to such
requests.
2.3

The Receiving Parties shall not disclose the Confidential Information to any other person or
entity except as authorized herein, or in response to a valid order of a court or other
governmental body with jurisdiction over the Parties, or otherwise is required by law,
provided that notification of such disclosure shall be given to the Disclosing Party and the
Receiving Party shall use its reasonable endeavors to obtain written assurance from the
relevant court or other governmental body that it will take reasonable care to protect the
Confidential Information.

2.4

The Receiving Parties shall at its expense, within five (5) days of termination of discussions
concerning the Proposed Matter and in any event on receipt of a written demand from the
Disclosing Party,
(a) Return and cause its Representatives to return to it all Confidential Information of
the Disclosing Party and all memoranda, notes and other writings thereof in its
possession or control, which is in a physical form or stored by electronic means or
otherwise, including all copies and extracts thereof;
(b) or at the Disclosing Partys option, certify destruction of the same.
(c) so far as it is practicable to do so, expunge and cause its Representatives to expunge
any Confidential Information from any computer, word processor or other device;
and
(d) on request supply a certificate signed by an authorized Representative of the
Receiving Party confirming that, to the best of its knowledge, information and
belief, having made all proper enquiries, the requirements of this paragraph have
been fully complied with,
Provided that, without prejudice to any duties of confidentiality in relation to such
Confidential Information contained in this Agreement:
(i)

The Receiving Parties and their Representatives may retain any

Confidential Information as may be required by law or regulation;

(ii)

The certificate to be supplied to the Disclosing Party pursuant to this

paragraph 2.4 (d) shall contain details of any Confidential Information
retained by the Receiving Party in accordance with this Agreement; and

(iii)

The Receiving Partys advisers may keep one copy of any documents in
their possession which they must retain under any applicable law, regulation
or rule, including the rules of any professional body, and

Provided, further, that the Confidential Information retained pursuant to paragraphs

(i) and/or (iii) above shall otherwise remain subject to any duties of confidentiality
in relation to such Confidential Information contained in this Agreement.

2.5

The Receiving Parties acknowledge the competitive value and confidential nature of the
Confidential Information and that damage could result to the Disclosing Party or any member
of the Disclosing Party's group if information contained therein is disclosed to any third party
by the Receiving Parties (or their Representatives) or used by the Receiving Party (or its
Representatives) in breach of its obligations contained in this Agreement. [The Receiving
Parties shall indemnify and hold harmless the Disclosing Party and all members of the
Disclosing Partys group against all liabilities, losses, damages, proceedings, suits, actions,
claims and demands, costs (including legal costs on a full indemnity basis) and expenses
whatsoever which may be incurred or become payable in respect of or as a result of any
action taken by the Disclosing Party and/or any member of the Disclosing Partys group to
enforce the provisions of this Agreement or arising from or in connection with any breach, by
the Receiving Parties or its Representatives of the Receiving Partyss obligations contained in
this Agreement.]

3.

Ownership
All Confidential Information (whether or not developed or modified by the Receiving
Parties) is and shall remain the property of the Disclosing Party and its disclosure does not
confer on the Receiving Parties or any other persons any rights (including but not limited to
any intellectual property rights) over Confidential Information except as otherwise provided
herein or under a separate written agreement. The Disclosing Party reserves without
prejudice the ability to protect its rights under such patents, copyrights, trademarks, or trade
secret.

4.

No Offer

4.1

Neither the Confidential Information nor anything else in this Agreement will constitute an
offer by or on behalf of neither the Disclosing Party nor any member of its group and the
Disclosing Party and its group will be under no obligation:
(a) to enter into any discussions or to negotiate with the Receiving Parties or its
Representatives; or
(b) to enter into any contract or accept any offer or proposal which may be made by the
Receiving Parties or on the Receiving Partys behalf.

4.2

Neither the Confidential Information nor anything else in this Agreement will form the basis
of any contract, which will be constituted solely by any final agreement(s) to be negotiated
and entered into between the parties to this Agreement or their respective nominees.

5.

Principal Agent
Parties to this agreement confirm that it is acting as a principal on its own account and not as
an agent or broker for any other person.

6.

Duration

Except for Clause 2.5 of this Agreement which shall survive the termination or expiration of
this Agreement, this Agreement shall have a term of years(1) year from the date of this
Agreement provided that to the extent any document, of whatever nature, disclosed pursuant
to this Agreement contains an obligation to keep confidential the terms of such document for
a period longer than one(1) year1, this Agreement shall in relation to such document remain
in full force and effect until the confidentiality obligations under such document terminate.

7.

Waiver
No failure or delay by parties to this agreement in exercising any of its rights under this
Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude
any other or further exercise of such rights.

8.

Remedies

8.1

The Parties acknowledges that the monetary damages may not be a sufficient remedy for
unauthorized disclosure of the Confidential Information and that the Disclosing Party shall be
entitled, without waiving any other rights and remedies, to equitable relief and injunctive
relief and other relief as may be deemed proper by a court of competent jurisdiction for any
threatened or actual breach of any such provision by other Party or any other relevant person
and no proof of special damages shall be necessary for the enforcement by the Disclosing
Party of the rights under this Agreement and the Receiving Parties further agree to waive, and
to use commercially reasonable efforts to cause each of its Representatives to waive, any
requirement for the securing or posting of any bond in connection with any such remedy.

8.2

The parties to this agreement acknowledge that the Receiving Parties shall be responsible for,
and shall indemnify the Disclosing Party and the members of its group against, all actual
costs and liabilities suffered by the Disclosing Party and the members of its group, but
excluding any consequential or indirect costs and liabilities, arising in direct connection with
any breach by the Receiving Parties or their Representatives of its or their obligations under
this Agreement or otherwise in relation to their receipt of the Confidential Information.
Nothing contained in this Agreement shall be construed as prohibiting the Disclosing Party or
any member of its group from pursuing any other remedies available to it, either at law or in
equity, for such breach or any threatened breach, including specific performance and the
recovery of monetary damages.

9.

Assignment
The Receiving Parties agree that the rights of the Disclosing Party under this Agreement may
be assigned or transferred in whole or in part to any third party which may acquire a direct
interest in the substantially all of the issued share capital of the Disclosing Party and that
such third party may enforce this Agreement to the same extent and in the same manner as
the Disclosing Party can enforce it.
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10.

Notices

10.1

Each Party must deliver all notices or other communications required or permitted under this
Agreement in writing to the other Party at the following address, by courier, by certified or
registered mail (postage prepaid and return receipt requested) or by a nationally-recognized
express mail service.

Some Company

10.2

Notice will be effective upon receipt or refusal of delivery. If delivered by certified or

registered mail, any such notice will be considered to have been given five (5) business days
after it was mailed, evidenced by the postmark. If delivered by courier or express mail
service, any such notice shall be considered to have been given on the delivery date reflected
by the courier or express mail service. Communications sent by email shall not constitute
notice for any purpose of this Agreement.

11.

Miscellaneous

11.1

The Parties agrees to comply with all applicable international and national laws that is
applicable to the Confidential Information.

11.2

Except as expressly provided in a definitive agreement made between the Parties, the Parties
acknowledge and agree that although the Disclosing Party will endeavor to provide only such
information as it believes to be reliable, the Disclosing Party is not making any
representation or warranty (express or implied) whatsoever as to the accuracy or
completeness of the information which will be provided, including without limitation, the
Confidential Information.The Disclosing Party will not be liable for any loss (of any kind to
the full extent allowed by law) resulting from the Receiving Party's use of the information
disclosed by the Disclosing Party.

11.3

Each Party to this Agreement shall execute and deliver such other documents and do such
other acts and things as may be reasonably necessary to carry out the terms, provisions and
purposes of this Agreement.

11.4

This Agreement constitutes the entire agreement between the Parties and supersedes all prior
agreements and understandings among the Parties with respect to the subject matter hereof.
No variations agreed, waiver or modification of any of the terms of this Agreement shall be
valid unless in writing and signed by the Parties. No waiver of any provision of this
Agreement shall constitute a waiver of any other provision(s) or of the same provision on
another occasion.

11.5

Should any provision of this Agreement be declared void or unenforceable by any competent
authority or court this shall not affect the other provisions of this Agreement, which are
capable of severance.

11.6

This Agreement shall be binding upon and inure for the benefit of their heirs, successors and
permitted assigns of the Parties. Neither Party shall be permitted to assign the benefit or
burden of this Agreement without the prior written consent of the other Party.

11.7

This Agreement and the rights and obligations of the Parties shall be governed by and
construed in accordance with the laws of Singapore. Each of the Parties shall submit to the
non-exclusive jurisdiction of the Singapore Courts.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly
authorized officer as of the date first written above.

On behalf of Disclosing Party:

On behalf of Receiving Parties:

Name:
Designation: Director

Name:
Designation:

Date:
Date: