CONFIDENTIALITY
AGREEMENT
This
Confidentiality Agreement (hereinafter referred
to as the "Agreement") is made and
effective the [Date] by and between [Owner]
(hereinafter referred to as the
"Owner") of ONE PART;and [Recipient]
(hereinafter referred to as the
"Recipient") of the OTHER PART
1.
Confidential Information.
Owner
proposes to disclose certain of its confidential
and proprietary information (the
"Confidential Information") to
Recipient. Confidential Information shall include
all data, materials, products, technology,
computer programs, specifications, manuals,
business plans, software, marketing plans,
business plans, financial information, and other
information disclosed or submitted, orally, in
writing, or by any other media, to Recipient by
Owner. Confidential Information disclosed orally
shall be identified as such within five (5) days
of disclosure. Nothing herein shall require Owner
to disclose any of its information.
2.
Recipient's Obligations.
A.
Recipient agrees that the Confidential
Information is to be considered confidential and
proprietary to Owner and Recipient shall hold the
same in confidence, shall not use the
Confidential Information other than for the
purposes of its business with Owner, and shall
disclose it only to its officers, directors, or
employees with a specific need to know. Recipient
will not disclose, publish or otherwise reveal
any of the Confidential Information received from
Owner to any other party whatsoever except with
the specific prior written authorization of
Owner.
B.
Confidential Information furnished in tangible
form shall not be duplicated by Recipient except
for purposes of this Agreement. Upon the request
of Owner, Recipient shall return all Confidential
Information received in written or tangible form,
including copies, or reproductions or other media
containing such Confidential Information, within
ten (10) days of such request. At Recipient's
option, any documents or other media developed by
the Recipient containing Confidential Information
may be destroyed by Recipient. Recipient shall
provide a written certificate to Owner regarding
destruction within ten (10) days thereafter.
3.
Term.
The
obligations of Recipient herein shall be
effective [Non-Disclosure Period] from the
date Owner last discloses any Confidential
Information to Recipient pursuant to this
Agreement. Further, the obligation not to
disclose shall not be affected by bankruptcy,
receivership, assignment, attachment or seizure
procedures, whether initiated by or against
Recipient, nor by the rejection of any agreement
between Owner and Recipient, by a trustee of
Recipient in bankruptcy, or by the Recipient as a
debtor-in-possession or the equivalent of any of
the foregoing under local law.
4.
Other Information.
Recipient
shall have no obligation under this Agreement
with respect to Confidential Information which is
or becomes publicly available without breach of
this Agreement by Recipient; is rightfully
received by Recipient without obligations of
confidentiality; or is developed by Recipient
without breach of this Agreement; provided,
however, such Confidential Information shall not
be disclosed until thirty (30) days after written
notice of intent to disclose is given to Owner
along with the asserted grounds for disclosure.
5.
No License.
Nothing
contained herein shall be construed as granting
or conferring any rights by license or otherwise
in any Confidential Information. It is understood
and agreed that neither party solicits any change
in the organization, business practice, service
or products of the other party, and that the
disclosure of Confidential Information shall not
be construed as evidencing any intent by a party
to purchase any products or services of the other
party nor as an encouragement to expend funds in
development or research efforts. Confidential
Information may pertain to prospective or
unannounced products. Recipient agrees not to use
any Confidential Information as a basis upon
which to develop or have a third party develop a
competing or similar product.
6.
No Publicity.
Recipient
agrees not to disclose its participation in this
undertaking, the existence or terms and
conditions of the Agreement, or the fact that
discussions are being held with Owner.
7.
Governing Law and Equitable Relief.
This
Agreement shall be governed and construed in
accordance with the laws of the Republic of
India. Recipient agrees that in the event of any
breach or threatened breach by Recipient, Owner
may obtain, in addition to any other legal
remedies which may be available, such equitable
relief as may be necessary to protect Owner
against any such breach or threatened breach.
8.
Final Agreement.
This
Agreement terminates and supersedes all prior
understandings or agreements on the subject
matter hereof. This Agreement may be modified
only by a further writing that is duly executed
by both parties.
9.
No Assignment.
Recipient
may not assign this Agreement or any interest
herein without Owner's express prior written
consent.
10.
Severability.
If
any term of this Agreement is held by a court of
competent jurisdiction to be invalid or
unenforceable, then this Agreement, including all
of the remaining terms, will remain in full force
and effect as if such invalid or unenforceable
term had never been included.
11.
Notices.
Any
notice required by this Agreement or given in
connection with it, shall be in writing and shall
be given to the appropriate party by personal
delivery or by certified mail, postage prepaid,
or recognized overnight delivery services.
If
to Owner:
[Owner]
[Owner's
Address]
If
to Recipient:
[Recipient]
[Recipient's
Address]
12.
No Implied Waiver.
Either
party's failure to insist in any one or more
instances upon strict performance by the other
party of any of the terms of this Agreement shall
not be construed as a waiver of any continuing or
subsequent failure to perform or delay in
performance of any term hereof.
13.
Headings.
Headings
used in this Agreement are provided for
convenience only and shall not be used to
construe meaning or intent.
IN
WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
- SIGNED, SEALED AND DELIVERED
- by the withinnamed Owner in
the
- presence of Mr.___
- SIGNED, SEALED AND DELIVERED
- by the withinnamed Recipient
in the
- presence of Mr.___
-
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