NON-DISCLOSURE AGREEMENT
THIS AGREEMENT (the “Agreement”) is made between INNOCEAN
WORLDWIDE COMMUNICATION PVT. LTD. (herein referred to as ““IWI” the
disclosing party””) with their registered office at Building 10, Tower C, 19 th
Floor, DLF Cyber City, DLF Phase 2, Sector 24, Gurugram – 122002, and
<Vendors Name> referred to as “the receiving party”) with their registered
office at <Registered Office Address of the Vendor> entered into this on
<date>.
Whereas Innocean (IWI) has been engaged by one of such client for
completion of a project. For completion of part of the said projects IWI as
approached the receiving party, for performing certain work.
And whereas in terms of Non Disclosure Agreement entered into between IWI
and its client (Kia India Pvt. Ltd.), IWI has been made liable to the extent
claims/ damages to the extent assessed by the client or disclosure of any
confidential information or confidential material to be provided by the client to
IWI for the purpose of project.
In consideration of the mutual promises and covenants contained in this
Agreement, IWI’s disclosure of confidential information to the receiving party,
the parties hereto agree as follows: -
1. Confidential Information and Confidential materials
a. “Confidential Information” means information not in the public
domain that the Disclosing Party designates as being confidential or
which, under the circumstances surrounding disclosure ought to be
treated as confidential “Confidential Information” includes, but is not
limited to, information relating to released or unreleased
particulars/information of a programme, the marketing or promotion
of any Disclosing Parties business plans, Disclosing Party’s
business policies or practices, and information received from others
that Disclosing Party is obliged under a contract or otherwise to
treat as confidential. It will also include information disclosed to
Receiving Party by any Disclosing Party Subsidiary and / or agents.
b. “Confidential Materials” shall mean all tangible materials containing
Confidential Information, including without limitation written or
printed documents and computer disks or tapes, whether machine
or user readable shared with Receiving Party.
2. Restrictions
a. Receiving Party shall not disclose any Confidential Information
(concept/ brand thought/ brand material) to any third parties except
to Receiving Party’s consultants /employees as provided here.
However, Receiving Party/s may disclose Confidential Information
where required by law, provided the Receiving Party shall give
Disclosing Party reasonable written notice prior to such disclosure
for the disclosing party to contest the disclosure.
b. Receiving Party shall take all necessary steps to ensure the
security of any/ all confidential information, and such steps shall at
least be equivalent to the precautions it takes to protect its own
confidential information. Receiving Party may disclose Confidential
Information or Confidential Materials only to Receiving Party’s
employees or consultants to the extent that it becomes necessary
for the proper performance of the contractual obligations under the
Master agreement or and the work orders.
c. Confidential Information and Confidential Materials may be
disclosed, reproduced, summarized or distributed only in pursuance
of Receiving Party’s business relationship with the Disclosing Party,
and only as otherwise provided hereunder.
d. Receiving Party agrees to segregate all such Confidential Materials
from the confidential materials of others in order to ensure that
there is no merging.
3. Rights and Remedies
a. Receiving Party shall in the event of any breach of this Agreement
by Receiving Party, co-operate with Disclosing Party in every
reasonable way to help Disclosing Party regain possession of the
Confidential Information and/or Confidential Materials and
preventing its further unauthorized use.
b. Receiving Party shall immediately return all originals, copies,
reproductions and summaries of Confidential Information and/or
Confidential Materials at the Disclosing Party’s request, or at
Disclosing Party’s option certify destruction of the same.
c. In the event of a breach of the terms and conditions contained
herein by the Receiving Party, the Receiving Party shall be liable to
pay minimum of Rs. 10,00,000 or liquidated damage amount to the
extent of damage/claims assessed by the client and levied on IWI
by the client.
d. Receiving Party acknowledges that monetary damages may not be
a sufficient remedy for unauthorized disclosure of Confidential
information and that Disclosing Party shall be entitled, without
waiving any other rights or remedies, to such injunctive or equitable
relief as may be deemed proper by a court of competent
jurisdiction.
e. Disclosing Party may visit Receiving Party’s premises, with
reasonable prior notice in writing and during normal business hours,
to review Receiving Party’s compliance with the terms of this
Agreement.
4. Miscellaneous
a. All Confidential Information and Confidential Materials are and shall
remain the property of Disclosing Party. By disclosing information
to Receiving Party, Disclosing Party does not grant any express or
implied right to Receiving Party to or under Disclosing Party
patents, copyrights, trademarks, or trade secret information.
b. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof. It shall not be
modified except by a written agreement dated subsequent to the
date of this Agreement and signed by both parties. None of the
provisions of this Agreement shall be deemed to have been waived
by any act or acquiescence on the part of Disclosing Party, its
agent, or employees, but only by an instrument in writing signed by
an authorized officer of Disclosing Party. No waiver of any
provision of this Agreement shall constitute a waiver of any other
provision(s) or of the same provision on another occasion.
c. If either party employs attorneys to enforce any rights arising out of
or relating to this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys’ fees. This Agreement shall be
construed and controlled by the laws of India, and both parties
further consent to the exclusive and soul jurisdiction of the courts
sitting in Delhi. Process may be served on either party by postal
service, postage prepaid, certified or registered or return receipt
requested.
d. Subject to the limitations set forth in this Agreement, this Agreement
will inure to the benefit of and be binding upon the parties, their
successors and assigns.
e. If any provision of this Agreement shall be held by a court of
competent jurisdiction to be illegal, invalid or unenforceable, the
remaining provisions shall remain in full force and effect.
f. All obligations created by this Agreement shall survive change or
termination of the parties’ business relationship.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
Name: Mr. xxxxxxxxxx
Title: XXXXXXxxxxx
Date:
Signatures: ___________________________
By signing this Agreement, I also confirm that I am authorized to sign on
behalf of Contagious Online Media Network Private Limited.
INNOCEAN WORLDWIDE COMMUNICATION PVT. LTD.
Name: Yonghoon Ahn
Title: Director/CFO
Address:
Date:
Signatures: ___________________________
By signing this Agreement, I also confirm that I am authorized to sign on
behalf of Innocean Worldwide Communication Pvt. Ltd