05.10.
2023
[To be executed on a stamp paper of appropriate value]
NON-DISCLOSUREAGREEMENT
BY AND BETWEEN
Golden Refineries Private Limited
AND
Digi Media Private Limited
Dated: 05th October 2023
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NON-DISCLOSUREAGREEMENT
ThisNon- Disclosure Agreement("Agreement")is madeonthis 05thDayofOctober,2023at Mumbai
(“Effective Date”)
BYAND BETWEEN
Golden Refineries Private Limited,a private limited company registered under the
provisions of theCompanies Act, 2013and having its principal place of businessatAndheri
(West), Mumbai- 400096("DisclosingParty"which expression shall, unless repugnant to the
context or meaning thereof, to mean and include its successors and permitted assigns) of the
First Part;
AND
Digi Media Private Limited, a private limited company registered under the provisions of
theCompanies Act, 2013 and having its principal place of businessatNew Delhi-
110005("ReceivingParty"which expression shall, unless repugnant to the context or meaning
thereof, to mean and include its successors and permitted assigns) of the Second Part;
(The Disclosing Party and the Receiving may hereinafter be individually referred to as
“Party” and collectively as “Parties”)
WHEREAS
A. TheDisclosingPartyisengaged in thebusiness ofmanufacturing of refined groundnut oil
refined sunflower oil and refined cottonseed oil.("Business").
B. TheReceivingPartyisengaged in thebusiness ofprovidingdigital marketing and SEO
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(Search Engine Optimization) services("Services").
C. The DisclosingPartyhas availed the ReceivingParty’s services in order to advance its
Business operations. Accordingly, the Parties hereinunder shall participate in
several rounds of discussion/s regarding the
[Link] them, the Receiving
Party shall become privy to certain Confidential Information
(definedhereinunder)relatingtotheDisclosingPartyandtheReceivingPartyhasagreedto
be boundby thenon-disclosure provisionsof theAgreementtogovern the use and
disclosure of the Confidential Information (defined hereinunder).
D. In consideration of the mutual promises,agreements,and covenants between the
Parties hereto, the Parties have agreed to enter into the Agreement to govern the
terms and conditions of their association.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
Parties hereinunder agree as follows:
1. TERM
The Agreement shall remain in effect for a period of 2 years (subject to a1 year
extension if the parties are still discussing and considering the same at the end of the
2ndyear). Notwithstanding the foregoing, the Receiving Party’s duty to hold in
confidence Confidential Information that was disclosed during term shall remain in
effect indefinitely.
2. CONFIDENTIALINFORMATION
For the purpose of the Agreement, the term "Confidential Information" shall
mean:
2.1 Such information relating to the Disclosing Party as the Disclosing Party may from
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time to time provide to the Receiving Party for the purposes of the Agreement
including all information communicated in writing or orally relating to business
affairs, any technical data, or know-how, including but not limited to, that which is
or relates to:
a) inventions, ideas, processes, research, formats, formulas, human readable code
on any media, object code, data, programs, specifications, other works of
authorship, improvements, discoveries, developments, designs, and techniques;
b) product plans, products, services, customers, markets, software, developments,
inventions, processes, designs, drawings, engineering, hardware configuration
information;
c) non-public market information, product plans;
d) marketing or finances of the company in any form, customer information,
business plans and strategies, price lists and market studies; and
e) contracts and client database, computer models and programs, research records,
statistical methods of doing business, customers, finances, strategic and
marketing plans, employee details and such other proprietary information
relating to the business of the Disclosing Party and is not in the public domain.
3. NON-DISCLOSURE AND CONFIDENTIALITY
3.1 The Receiving Party acknowledges that during its discussion/s with the Disclosing
Party it shall be privy to Confidential Information relating to the Disclosing
[Link], the Receiving Party agrees and undertakes:
a) That the Receiving Party shall not, without the prior written permission of the
Disclosing Party, directly or indirectly disclose or cause to be disclosed any
Confidential Information to any third party;
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b) That the Receiving Party shall take all steps as may be reasonably essentialto
protect the integrity of the Confidential Information and to ensure against any
unsanctioneddisclosure thereof;
c) That the Receiving Party shall promptly inform the Disclosing Party of any
accidental disclosure of Confidential Information and shall take all steps
essential, together with the Disclosing Party, to retrieve and protect the
Confidential Information; and
d) That the Receiving Party shall use the Confidential Information only for the
purpose for which it was provided and shall not from the same in any
unauthorized manner.
3.2 TheReceivingPartyshall strictlyadhereto theprovisions mentioned above except:
a) To the extent that such Confidential Information is already in the public
domain, other than by breach of the Agreement;
b) To the extent that such Confidential Information is required to be disclosed by
any applicable law or any applicable regulatory requirements or by any
regulatory body to whose jurisdiction the Receiving Party is subject or with
whose instructions it is customary to comply under notice to the Disclosing
Party;
c) In so far as it is disclosed to the employees, directors, partner, financiers, or
professional advisers of the Receiving Party, provided that the Receiving Party
shall procure that such persons treat such Confidential Information as
confidential, in accordance with the Agreement; and
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d) To the extent that any of such Confidential Information was previously known
or already in the lawful possession of the Receiving Party, prior to disclosure
by the Disclosing Party.
3.3 TheReceivingPartyshallnot,exceptasand totheextentrequired,makeanycopy/ies or
reproduce the Confidential Information (such information that is in reproduceable
form). Such copies or reproductions shall be subject to the terms and conditions of
the Agreement and the Receiving Party shalltake such steps as are necessary to restrict
access to and protect the confidentiality of such copies or reproductions of the Confidential
Information.
4. INJUNCTIVE RELIEF
4.1 The Parties acknowledge that due to the extent of the disclosure of the Confidential
Information to the Receiving Party, the Receiving Party understands that the
DisclosingPartyshallsufferirreparabledamageiftheReceivingPartybreachesany of its
obligations under the Agreement and that monetary damages shall be inadequate to
compensate the Disclosing Party. Consequently, the Receiving Party acknowledges
that, in addition to anyother remedies of rights, the Disclosing Party shall have the
right to obtain injunctive relief to enforce the terms of theAgreement.
5. RESERVATIONOFRIGHTS
No forbearance, indulgence, relaxation, or inaction by the Disclosing Party at any
time, to require performance of any of the provisions of the Agreement shall, inany
way, affect, diminish or prejudice its right to require performance of that provision
at a later point in time.
6. SEVERABILITY
If any provision/s of the Agreement is/are held to be invalid or unenforceable to any
extent, the remainder of the Agreement shall not be affected and each provision of
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the Agreement shall bevalid and enforceable to the fullest extentpermitted bylaw.
Any/All invalid or unenforceable provision/s of the Agreement shall be replaced
with a provision which is validand enforceable and most nearlyreflects the original
intent of the unenforceable provision.
7. INDEMNIFICATION
The Receiving Party hereby completely indemnifies the Disclosing Partyfor any
loss or damage caused to the Disclosing Party or any of its affiliate/s and assignee/s
due to breach of obligations of the Receiving Party under theAgreement.
8. DISPUTERESOLUTIONANDGOVERNINGLAW
8.1 Any disputes arising in connection with the Agreement shall be referred to
arbitration of a sole arbitrator to be appointed by the [Link] place of arbitration
shall be [Link] arbitration proceeding shall be governed by the Arbitration
and Conciliation Act, 1996 and shall be in English [Link] arbitrator/arbitral
panel shall also decide on the costs of the arbitration proceedings.
8.2 TheAgreementshallbe governed inaccordance withthelaws of India andshallbe
subject to the jurisdiction of the courts at Mumbai.
IN WITNESS WHEREOF, the Agreement has been signed by duly authorized representatives of
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each of Parties hereto as of the date first abovementioned:
SIGNEDAND DELIVERED by the )
within named Disclosing Party, )
i.e.,Golden Refineries Private Limited )
, through its Authorised Signatory Mr. Sameul Dsouza )
in the presence of: )
1. Ms. Jamini Chatterjee
2. Mrs. Sheeja Pillai
SIGNEDAND DELIVERED by the )
within named Receiving Party, )
i.e.,Digi Media Private Limited, )
through its Authorised Signatory Mrs. Shomita Ray )
in the presence of: )
1. Mrs. Vamya Chopra
2. Mr. Yash Roy
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=======================================
DATED THIS 5th DAY OF October, 2023
=======================================
BY AND BETWEEN
GOLDEN REFINERIES PRIVATE LIMITED
… THE DISCLOSING PARTY
AND
DIGI MEDIA PRIVATE LIMITED
… THE RECEIVING PARTY
========================================
NON-DISCLOSURE AGREEMENT
========================================
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