Mutual Confidentiality & Non Disclosure Agreement

This Confidentiality and Non-Disclosure Agreement (“Agreement”) is entered into by and between the SERVICE-CENTER-cum-DISTRIBUTOR and LappyPie™

Purpose

Parties have to disclose certain confidential, technical and business information to each other in furtherance of business. To protect the said confidential information both the parties desire to sign this Non- Disclosure agreement.

Disclosure of Confidential Information

Either party may disclose to the other party either orally or in any recorded medium, information comprising or relating to its / or its affiliates, parent, sister concerns group companies: techniques; schematics; designs; contracts; financial information; sales and marketing plans; business plans; clients; client data; business affairs; operations; strategies; inventions; methodologies; technologies; employees; subcontractors; pricing; service proposals; methods of operations; procedures; products and/or services (“Confidential Information”).  Confidential Information shall include all nonpublic information furnished, disclosed or transmitted regardless of form.

Confidentiality

Either Party shall use the Confidential Information solely in furtherance of the actual or potential business relationship between the parties.  The parties shall not use the Confidential Information in any way that is directly or indirectly detrimental to the other party or its subsidiaries or affiliates, and shall not disclose the Confidential Information to any unauthorized third party. Parties shall ensure that access to Confidential Information is granted only to those of its employees or agents (“Representatives”) who have a demonstrated need to know such information in order to carry out the business purpose of this Agreement.  Prior to disclosing any Confidential Information to such Representatives, party shall inform them of the confidential nature of the information and their obligation to refrain from disclosure of the Confidential Information. Each party and its Representatives will take all reasonable measures to maintain the confidentiality of the Confidential Information, but in no event less than the measures it uses for its own information of similar type. Parties and its Representatives shall not disclose to any person including, without limitation, any corporation, sovereign, partnership, limited liability company, entity or individual (i) the fact that any investigations, discussions or negotiations are taking place concerning the actual or potential business relationship between the parties, (ii) that it has requested or received Confidential Information, or (iii) any of the terms, conditions or any other fact about the actual or potential business relationship. Each Party and its Representatives will immediately notify the other Party of any use or disclosure of the Confidential Information that is not authorized by this Agreement. Each Party and its Representatives will use its best efforts to assist the other Party in remedying any such unauthorized use or disclosure of the Confidential Information. Either Party shall implement and follow the rules as laid down in the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 [‘the Rules’]. Either Party shall monitor the security practices, control processes and checks in place in respect of the Confidential Information on a regular basis and disclose any breaches in the security practices, control processes and checks in place to the other Party. The obligations contained in this Section 2 will not apply to the extent that either Party can demonstrate that the Confidential Information: (a) was part of the public domain at the time of disclosure or properly became part of the public domain, by publication or otherwise; (b) was rightfully acquired by Receiving Party prior to disclosure by Disclosing Party; (c) was independently developed by Receiving Party or its Representatives without reference to the Confidential Information; or (d) is required to be disclosed by a government agency or by a proper court of competent jurisdiction; provided, however, that Receiving Party and its Representatives shall provide Disclosing Party prompt prior written notice of such requirement, shall consult with and assist Disclosing Party in obtaining a protective order prior to such disclosure, and shall only disclose the portion of Confidential Information which it has been advised by written opinion of counsel is legally required to be disclosed and shall use its best efforts to obtain assurance that confidential treatment will be accorded such information if the protective order is not obtained or if Disclosing Party waives disclosure of such information.

Ownership of Materials/No Warranty

Each Party retains all rights, title and interest to its Confidential Information.  No license under any trademark, patent or copyright, or application for same which are now or thereafter may be obtained by the other Party is either granted or implied by the disclosure of Confidential Information.  Confidential Information is provided “as is” with all faults. In no event shall parties be liable for the accuracy or completeness of the Confidential Information.

Term

This Agreement shall terminate two (2) years from the Effective Date.  Receiving Party’s obligations with respect to confidentiality shall expire after two (2) years from the date of disclosure.

Return of Confidential Information

Upon written request of either Party, Parties and its Representatives shall promptly return to the other  Party all copies of Confidential Information in its possession including, without limitation, all copies of any analyses, compilations, studies or other documents prepared by Receiving Party or its Representatives containing or reflecting any Confidential Information.  Either Party shall certify in writing that it and its Representatives have returned all such information to the other Party.

General

  1. a) This Agreement shall be governed by and construed in accordance with the laws India without regard to its conflicts of law provisions.
  2. b) Either Party agrees that the breach of the provisions of this Agreement by any Party will cause the other Party an irreparable damage for which recovery of money damages would be inadequate.  Either Party will, therefore, be entitled to obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all remedies available at law or in equity. Receiving Party and its Representatives hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of Bangalore, Karnataka for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts), and further agree that service of any process, summons, notice or document by registered mail or tracked courier service to the address set forth above shall be effective service of process for any action, suit or proceeding brought against Receiving Party and its Representatives in any such court.
  3. c)  Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party.  This Agreement shall be binding upon and inure to the benefit of the parties permitted successors and assigns.
  4. d) This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties.
  5. e) No term or provision hereof will be considered waived by either party, and no breach excused by it, unless such waiver or consent is in writing signed an authorized representative of the non-breaching party.  No consent to, or waiver of, a breach by a party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach.
  6. f) If any part of this Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic and legal effect as the original provision and the remainder of this Agreement will remain in full force.
  7. g) This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral.
  8. h) This agreement may be executed in two counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same agreement.