Confidentiality Agreement

Confidential Information Defined

(a) "Confidential Information" refers to proprietary information shared by the Disclosing Party that is not publicly known, whether in physical or digital form. This includes, but is not limited to:

  • Marketing strategies, business plans, financial forecasts, sales projections, and operational performance related to the Disclosing Party’s past, present, or future activities, including those of its affiliates or subsidiaries.
  • Plans for products or services, customer and supplier lists.
  • Technical or scientific data, inventions, designs, methods, processes, and improvements.
  • Concepts, reports, data, software, source code, and trade secrets.
  • Any other information reasonably considered confidential by the Disclosing Party.

    • This information does not have to be novel or qualify as a trade secret to be considered confidential. The Receiving Party acknowledges the proprietary nature of this information, developed through substantial effort by the Disclosing Party, who considers it a trade secret.

    (b) However, Confidential Information does not include information that:

  • Was already in the Receiving Party’s possession prior to disclosure.
  • Is obtained from a third party without a confidentiality obligation.
  • Becomes publicly known through no fault of the Receiving Party.
  • Must be disclosed by law or legal proceedings, provided the Disclosing Party is notified.
  • Is independently developed by the Receiving Party without using the Confidential Information.

    • Disclosure of Confidential Information

    Confidential Information may be shared by the Disclosing Party, and the Receiving Party agrees to:

  • Limit access to individuals within the organization who need it for the business relationship.
  • Inform those individuals of their obligation to keep the information confidential.
  • Take reasonable care to protect the information, no less than the care it uses to protect its own confidential data.
  • Avoid disclosing the information to third parties unless explicitly allowed.

    • Each party is responsible for ensuring compliance by their representatives.

    Use of Confidential Information

    The Receiving Party agrees to use the Confidential Information solely for the purpose of the business relationship. No rights or licenses to the information are granted beyond this use, and any modifications or improvements by the Receiving Party remain the property of the Disclosing Party.

    Legal Disclosure

    If compelled to disclose the Confidential Information by law or a court order, the Receiving Party must notify the Disclosing Party promptly and, where possible, allow the Disclosing Party to seek protective measures. If protection is not obtained, the Receiving Party may disclose the information without liability.

    Agreement Duration

    This Agreement is valid for one year and may be extended if discussions are ongoing. The duty to protect Confidential Information continues indefinitely.

    Legal Remedies

    In the event of unauthorized disclosure, the Disclosing Party may seek injunctive relief to prevent further dissemination. The Disclosing Party is also entitled to recover legal costs if successful in litigation related to the breach.

    Return or Destruction of Information

    At the end of the relationship or upon request, the Receiving Party must return or destroy all Confidential Information and certify its destruction if applicable. The Receiving Party may retain documents necessary for compliance with its retention policies.

    Breach Notification

    If a breach occurs, the Receiving Party must inform the Disclosing Party immediately and assist in remedying the situation.

    No Commitment to Transaction

    This Agreement does not bind either party to pursue a business transaction, and both parties may terminate discussions at any time. Should a transaction proceed, the non-disclosure terms in the transaction agreement will override this Agreement.

    Additional Terms

  • This Agreement represents the entire understanding between the parties and can only be modified in writing.
  • It is governed by Indian law, with disputes resolved by Indian courts.
  • Failure to enforce any provision does not waive the right to enforce it in the future.
  • If any part is unenforceable, it will be revised or removed, with the remainder of the Agreement remaining valid.
  • Notices must be delivered via personal delivery, courier, or mail to the designated addresses.
  • The Agreement applies to both parties and their successors, and neither party may assign it without consent.
  • Receiving Confidential Information does not prevent either party from developing competitive products.
  • Headings are for reference only and do not affect the interpretation of the Agreement.