(First Page to be Printed in 100 Rupees Non Judicial Stamp Paper)
NON DISCLOSURE AGREEMENT
This Agreement is made on this Twelfth day of January, 2025
BETWEEN
_________________________________________ having their principal place of
business at (hereinafter referred to as the "Disclosing Party" which expression shall,
unless repugnant to the context or meaning thereof, be deemed to mean and include its successors
and permitted assigns) of the First Part;
AND
______________________________having his/her office at ______________________
_____________________ (hereinafter referred to as "Receiving Party", which expression shall,
unless repugnant to the context or meaning thereof, be deemed to mean and include its
successors and permitted assigns) of the Second Part;
WHEREAS
A. The disclosing party is engaged in the business of
for the past years.
B. The dislosing party has approved the receiving party for possible Patents for their
invention titled
“ ”. The
Disclosing Party and the Receiving Party will be discussing the above possible invention.
The Parties acknowledge that during the course of discussions between them, the
Receiving Party shall become privy to certain Confidential Information (defined
hereinafter) relating to the Disclosing Party and the Receiving Party has agreed to be
bound by the non disclosure provisions of this Agreement to govern the use and
disclosure of the Confidential Information.
C. In consideration of the mutual promises and agreements between the Parties hereto, the
Parties have agreed to enter into this Agreement to govern the terms and conditions of
their association.
NOW THEREFORE IT IS HEREBY AGREED BY AND AMONGST THE PARTIES AS
UNDER:
1. CONFIDENTIAL INFORMATION
1.1 For the purpose of this Agreement, the term "Confidential Information" shall mean
such information relating to the Disclosing Party as the Disclosing Party may from time
to time provide to the Receiving Party under or relating to this Agreement including all
information communicated in writing or orally relating 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;
2. NON DISCLOSURE AND CONFIDENTIALITY
2.1 The Receiving Party recognizes that in the course of its discussions with the Disclosing
Party it shall be privy to Confidential Information relating to the Disclosing Party.
Accordingly, 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 till the time of publication of Patent or
other IP’s in the Intellectual Property Office. Further, once the patent is published
in the IP office journal, it shall be considered being in the public domain after
which there shall not be any confidentiality of that particular invention.
b) the Receiving Party shall maintain confidentiality for all the IP generated till the
time of its publication in the IP office Journal after which the agreement may be
considered dissolved.
(c) that the Receiving Party shall take all steps as may be reasonably necessary to
protect the integrity of the Confidential Information and to ensure against any
unauthorized disclosure thereof;
(d) that the Receiving Party shall promptly inform the Disclosing Party of any
accidental disclosure of Confidential Information and shall take all steps, together
with the Disclosing Party, to retrieve and protect the Confidential Information;
and
(e) that the Receiving Party shall use the Confidential Information only for the
purpose for which it was provided and shall not profit from the same in any
unauthorised manner.
2.2 The Receiving Party shall strictly adhere to the provisions mentioned above except:
(a) to the extent that such Confidential Information is already in the public domain or
will be made public, other than by breach of this 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; and
(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.
2.3 The Receiving Party shall not, except as and to the extent required, make any copies or
reproduce the Confidential Information. Such copies or reproductions shall be subject to
the terms and conditions of this Agreement and the Receiving Party shall take such steps
as are necessary to restrict access to and protect the confidentiality of such copies or
reproductions of the Confidential Information.
3. This Agreement imposes no obligation upon Recipient with respect to any Confidential
Information (a) that was in Recipient’s possession before receipt from Discloser; (b) is or
becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by
Recipient from a third party not owing a duty of confidentiality to the Discloser; (d) is disclosed
without a duty of confidentiality to a third party by, or with the authorization of, Discloser; or (e)
is independently derived by Recipient.
4. This Agreement states the entire agreement between the parties concerning the disclosure
of Confidential Information. Any addition or modification to this Agreement must be made in
writing and signed by the parties.
5. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall
be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified
to the limited extent required to permit enforcement of the Agreement as a whole.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET AND SUBSCRIBED
THEIR RESPECTIVE HANDS TO THESE PRESENTS ON THE DAY, MONTH
AND YEAR HEREINABOVE MENTIONED:
Signed
By the Disclosing Party
1.
Signed
By the Receiving Party Intellectual Property Rights (IPR) Cell, through
The Freelancer
Place:
Date: