NON- DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (here in after termed as “Agreement”) is made and entered into this [date] (here in after termed as “Said Date”) by and between [name] with its principal place of business located at [address] (the “party A”) and [name] with its principal place of business located at [name] (the “party B”).

 WHEREAS, the Party A is undergoing the business of [description of business];

WHEREAS, the Party B has expertise in the area of [insert description of area of expertise];

WHEREAS, the Company has now decided to hire the consultants to render their services in certain areas of the business where they have established their expertise;

NOW, THEREFORE, the Parties hereby agree as follows:

1. “Confidential Information”– For purpose of this Agreement, Non-disclosure information shall mean all development plans and strategies, financial condition, business plans, co-developers identities data, project record, business records, market report, customer and employee lists and all the other information which may be confidential by one party to other party or whereas it must be in connection with the business purposes in accordance with this agreement, which is not generally available to the public.

2. Non-disclosure Obligations– The Parties agrees and promises to hold the confidential information in confidence. Therefore, the following promises and agrees:

• To protect the confidential information against any misuse or unauthorized use, publication or disclosure.
• There is no use of any confidential information to unfairly compete or obtain unfair advantages in any commercial activity   which may be comparable to other commercial activity.
• Not to disclose directly or indirectly, reveal. Publish, transfer, reports or nay other use of the confidential information except authorized disclosing party.
• Not to disclose any of the confidential information except for the business purposes.

3. the parties are expected to maintain confidentiality in [areas to maintain confidentiality]
4. the purpose for keeping the information confidential is to [purpose of confidentiality]
5. The obligation has to commence from [commencement period], and shall terminate by [termination period]
6. In case of non-compliance the party B has to [remedy]
7. Return of confidential Information- The parties and its representatives shall return all copies of confidential information to the other party in its possession including without limitation, compilations, studies and analyses or other documents prepared by receiving party or its representatives containing any confidential information. Whereas, either party must certify in writing that it and its representatives have returned all above information to the other party.
8. Governing law- This Non- Disclosure Agreement shall be governed in accordance with provisions of the laws in India.
9. Arbitration –Disputes between the parties arising from this Agreement shall be resolve through negotiations in good faith.

• Failing the above, the dispute shall be referred to arbitration to be conducted in accordance with Arbitration and Conciliation Act, 1996.

10.  [other terms and conditions]

NOW IN WITNESS, Whereas the parties have caused their authorized representatives to sign this Agreement on the [day], [month], [year] mentioned.

 For and on behalf of Company X                                          For and on behalf of Company Y

WITNESSES :1                                                                WITNESSES:1

NAME:                                                                              NAME:

ADDRESS:                                                                         ADDRESS:

SIGNATURE:                                                                     SIGNATURE:

WITNESSES :2                                                                WITNESSES:2

NAME:                                                                              NAME:

ADDRESS:                                                                         ADDRESS:

SIGNATURE:                                                                     SIGNATURE:

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