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SANJAY MAITY
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0% found this document useful (0 votes)
10 views5 pages

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Uploaded by

SANJAY MAITY
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 5

NON DISCLOSURE AGREEMENT

This Non Disclosure Agreement (this "Agreement ") executed as of this 11/12/24 day of 11th Dec2024,
by and among:

Sanjay Maity , an Individual reside at 40/1F, Sri Gopal Mullick Lane,Kolkata hereinafter referred to as "Developer"
(which expression shall unless repugnant to the context or the meaning thereof include its successors and
permitted assigns);

AND

Monks Marketing , a company incorporated under the laws of India, having its registered office at
at _________________________________________________________________ hereinafter referred to as
" Digital Marketing Company " (which expression shall, unless repugnant to the subject or context, be
deemed to include its successors and permitted assigns) of the SECOND PART.

(When either party is disclosing information, the same shall be referred to as “Disclosing Party” and the
other party receiving such information shall be referred to as “Receiving Party”. The Disclosing Party and
the Receiving Party are referred to individually as a "Party" and collectively as the "Parties").

WHEREAS:

(A) Developer iwill provide coding support mobile Apps. For this purpose,Monks Marketing is looking
for help on same,
(B) Both the Parties agree that Disclosing Party is sharing certain information including Confidential
Information with Receiving Party with respect to the business proposal shared between them.

(C) The Parties recognize that certain information including Confidential Information (as defined
hereinafter) would be disclosed to or shared with the Receiving Party by the Disclosing Party with
respect to the services to be provided pursuant to the business proposal; and

(D) The Disclosing Party and the Receiving Party are now agreeing to the terms and conditions on
which the Receiving Party shall be provided the Confidential Information in connection with the
business proposal.

NOW, THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. Confidentiality Obligations

1.1 In consideration of the Disclosing Party agreeing to disclose Confidential Information to the
Receiving Party, the Receiving Party agrees and undertakes: -

(i) To hold the Confidential Information in the strictest confidence and secret and treat the
Confidential Information with the same degree of care, secrecy and security measures which
it affords to its own confidential information;

(ii) To use the Confidential Information solely in connection with and as necessary for the
purposes which have been approved in writing by the Disclosing Party;

(iii) Not to share, release, disclose or make available the Confidential Information to any other
person, (other than the Representatives (as defined hereinafter) who need to be aware of the

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Confidential Information for the purposes which have been approved by Disclosing Party in
writing);

(iv) To ensure that its directors, officers, employees, advisers including attorneys, consultants,
bankers, financial advisers and representatives (together referred to as "Representatives")
to whom Confidential Information is required to be disclosed to or shared with, keep such
information confidential and do not do anything which would constitute a breach of this
Agreement;

(v) To take all prudent steps to prevent unintentional use or disclosure (including by its officers,
employees, contractors and Representatives) of the Confidential Information to any other
person or company;

(vi) Not to copy or make copies of the Confidential Information without the Disclosing Party's
prior written consent and mark all such copies as confidential;

(vii) To immediately notify the Disclosing Party of any suspected unauthorised use, copying or
disclosure of Confidential Information;

(viii) To keep the Confidential Information and any copies thereof secure and in such a way so as
to prevent unauthorized access or use by any third party;

(ix) To provide assistance reasonably requested by the Disclosing Party in relation to any
proceedings the Disclosing Party may take against any person for unauthorised access,
copying or disclosure of the Confidential Information;

(x) To deliver or erase or destroy all Confidential Information (including copies thereof) which
has come into its possession, immediately if the Disclosing Party so directs in writing;
regardless of how the Confidential Information is embodied at the date of the request; and

(xi) Not make any disclosure or announcement concerning, or otherwise publicise, the details
and/or status of any discussions or negotiations that may take place between the Receiving
Party or its Representatives and the Disclosing Party, or any other arrangement with the
Disclosing Party.

Explanation: For the purposes of this Agreement, "Confidential Information" shall mean the
following, whether or not in material or tangible form and whether disclosed before or after the date
of this Agreement: -

(a) all non-public information of whatever nature relating to the Disclosing Party disclosed by
the Disclosing Party to the Receiving Party including but not limited to the business
proposal, that is designated as confidential or given the nature of the information or the
circumstances, surrounding its disclosure, reasonably should be considered as confidential;

(b) all non-public information, including but not limited to information, whether in writing,
orally, in disk, electronic or any other form, of the Disclosing Party and/ its affiliates,
relating to their technology, customers, business plans, promotional and marketing
activities, finances and other business affairs;

(c) all information including presentations, reports, studies,

(d) information received from a third party under an obligation of confidentiality;

2
(e) all notes, analysis, compilations, summaries, excerpts, abstracts, modifications, translations,
enhancements and adaptations and other records based on or incorporating any information
referred to in paragraph (a), (b) and/or (c) above;

(f) the existence and contents of this Agreement and the existence and contents of the
correspondence and/or discussions between the Disclosing Party and the Receiving Party or
any of its Representatives in connection with the business proposal; and

(g) all copies of the information, notes and other records referred to in either of paragraphs (a),
(b), (c), (d) or (e) above.

1.2 Parties agree that the obligations of the Receiving Party under this Clause and other provisions of
the Agreement shall also be applicable to any of its Representatives to whom the Confidential
Information is disclosed and a reference to Receiving Party in this Clause and other provisions of
the Agreement shall be read as a reference to the Representatives as well. The Receiving Party
hereby confirms that its Representatives have been advised of the provisions of this Agreement and
have agreed to be bound by the terms hereof.

2. Term and Exclusions

The Receiving Party agrees that the acknowledgment of and agreement to the above confidentiality
obligations shall remain in full force and effect except to the extent that the Confidential
Information:

(i) is generally known to the public at the time of disclosure or becomes generally known to the
public through no wrongful act on the part of the Receiving Party;

(ii) is in the Receiving Party's possession at the time of disclosure otherwise than as a result of
the Receiving Party's breach of a legal obligation;

(iii) becomes known to the Receiving Party through disclosure by sources other than the
Disclosing Party having the legal right to disclose the Confidential Information;

(iv) is independently developed by the Receiving Party outside the scope of the relationship with
the Disclosing Party, without any reference to the Confidential Information disclosed under
this Agreement;

(v) is approved for release by the prior written authorization of the Disclosing Party;

(vi) is required to be disclosed by the Receiving Party to comply with applicable laws; provided
that the Receiving Party provides prior written notice sufficient to allow the Disclosing
Party or any of its affiliate to seek a protective order or other appropriate remedy.

(vii) This agreement shall be applicable unless terminated by mutual consent of the Parties.

3. Ownership of Confidential Information

3.1 The Receiving Party agrees that the Disclosing Party (as applicable) is and shall remain the
exclusive owner of the Confidential Information and all patent, copyright, trade secret, trademark or
service marks or logos (whether registered or unregistered and with or without goodwill) and other
intellectual property rights, title to or interests therein. No license or conveyance of any such rights
to the Receiving Party is granted or implied under this Agreement.

3.2 The Disclosing Party may at any time, at its sole discretion, require the Receiving Party to
discontinue the usage of any or all Confidential Information and shall notify the Receiving Party of

3
the same and the Receiving Party shall discontinue the usage of any or all Confidential Information
forthwith.

3.3 Within seven (7) days of delivery of such notification to the Receiving Party, the Receiving Party
shall either promptly deliver to the Disclosing Party or destroy all written Confidential Information
as directed by the Disclosing Party and any other materials without retaining, in whole or in part,
any copies, extracts or other reproductions (whatever the form or storage medium) of such materials,
and shall certify the delivery or destruction, as applicable, of all such materials in writing to the
Disclosing Party. If the Disclosing Party directs the destruction of the Confidential Information the
Receiving Party shall permanently destroy and remove all Confidential Information including from
any computer, disk or other device containing Confidential Information and give in writing an
undertaking to the effect that all the Confidential Information has been removed or destroyed.

4. No Representation or Warranty

The Receiving Party acknowledges and agrees that neither the Disclosing Party nor any of the
Disclosing Party's affiliates, representatives or agents is making any representation or warranty,
expressed or implied, as to the accuracy or completeness of the Confidential Information, and
neither the Disclosing Party nor any of the Disclosing Party's Affiliates, representatives or agents
will have any liability to the Receiving Party or any other person resulting from the use of or
reliance upon the Confidential Information. Furthermore, nothing contained herein shall constitute
an obligation on the part of the Disclosing Party or its Affiliates or any of their representatives or
agents to update any Confidential Information provided hereunder.

5. Injunctive Relief

Receiving Party acknowledges that disclosure or use of Confidential Information in violation of this
Agreement could cause irreparable harm to the Disclosing Party for which monetary damages may
be difficult to ascertain or an inadequate remedy. The Receiving Party therefore agrees that the
Disclosing Party will have the right, in addition to its other rights and remedies, to seek injunctive
relief as a remedy or to prevent or curtail any actual or threatened breach by the Receiving Party of
its obligations hereunder or for any violation of this Agreement.

6. Partnership

This Agreement will not create a joint venture, partnership or other formal business relationship or
entity of any kind, or an obligation to form any such relationship or entity. The Receiving Party will
act independently and not as an agent of the Disclosing Party for any purpose.

7. Waiver

The failure of the Disclosing Party at any time to insist on performance of any provision of this
Agreement is not a waiver of the Disclosing Party's right at a later time to insist on performance of
that or any other governing provision of this Agreement.

8. Notices

All notices, demands or other communication required or permitted to be given or made under this
Agreement shall be in English language, in writing and delivered personally or sent by prepaid post
with recorded delivery, or by telex or legible telefax addressed to the intended recipient at its
address set forth below, or to such other address or telex or telefax number as either Party may from
time to time duly notify to the others:

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9. Variations and Amendments

This Agreement constitutes the entire agreement between the Parties hereto regarding the subject
matter hereof. This Agreement may be changed only by a written agreement signed by the Parties
hereto or their authorized representatives.

10. Severability

If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

11. Governing Law and Jurisdiction

This Agreement will be governed by the laws of India, without reference to its choice of law rules
and shall be subject to the exclusive jurisdiction of the courts at New Delhi, India.

IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the day and year first above
written.

( Monks Marketing ) ( Tech Hiigh )

Signature :
Name: Name: Sanjay Maity
Title: Title: CEO & Founder

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