NON DISCLOSURE AGREEMENT Page 1 / 2
P11GP21GW01A01 Rev. C March 2017
THIS AGREEMENT is dated 10.05.2019 and made between POCLAIN HYDRAULICS PVT LTD, No:131/ 2,
Kothapurinatham Road Mannadipet Commune Panchayat, Thiruvandarkoil, PONDICHERRY 605 102, India]acting
on its account and on behalf and for the account of the Poclain group companies hereinafter referred to as “Poclain”
and SIXTH SENSE ROBOTICS AND AUTOMATIONS PVT LTD, and herein after referred to as “Supplier” and
collectively referred to as « the parties ».
WHEREAS
(1) Poclain is a specialist in the design, manufacture and marketing of hydraulic transmissions and systems
including motors, pumps, electronics, valves and castings (hereinafter “the Products”).
(2) The Supplier is a specialist in Robotics ,Automation and System Integration.
(3) Poclain is evaluating the possibility to procure from Supplier Robotics , Automation Supplies and Service to
be manufactured by Supplier according to Poclain’s requirements (hereinafter “the Project”).
(4) In connection therewith Poclain will disclose certain confidential technical and business information and
documents (hereinafter “Information”). Poclain is willing that such Information remains confidential
NOW IS HEREBY AGREED AS FOLLOWS:
1. Information received by Supplier from Poclain shall be treated as strictly confidential information and not be
revealed to third parties even partially or indirectly. Supplier shall make Information available only to those
employees, agents or affiliates who have a need to know such Information in order to carry out the project or
operations described below and who have given assurance in writing that they will preserve the confidentiality of
such Information.
2. Information shall include but not be limited to proprietary information regarding products, technology, business,
know-how and documents such as drawings, files, specifications, prototypes etc.
3. Information shall be used by Supplier only for the purpose and within the scope for which it is disclosed by
Poclain. In particular, Supplier undertakes not to exploit it industrially or commercially in any manner for itself or
for the benefit of any third party.
4. Supplier shall use the same degree of care to prevent unauthorized disclosure or use of Information as it exercises
in preventing unauthorized disclosure or use of its own confidential information.
5. Upon request of Poclain, Supplier shall return any written Information and all copies thereof.
6. The foregoing restrictions shall not apply to information already in the public domain, information known to
Supplier prior to receiving such Information from Poclain, information received from a third party without
restriction and without breach of confidentiality undertakings and information independently developed by
Supplier without use of, or reference to Information.
7. For each and every breach of this Agreement, Poclain shall be entitled to full and complete compensation of any
damages suffered in relation or as a consequence of such breach.
8. Supplier agrees that the proprietary rights on Information received from Poclain shall remain the sole property of
Poclain, which reserves its right of applying for patents or any intellectual property right.
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P11GP21GW01A01 Rev. C March 2017
9. This Agreement shall not be construed as granting, neither expressed nor implied, any rights by license or
otherwise in respect of any patent, patent application, copyright or any industrial property rights, invention or
discovery of Poclain. Supplier shall not use its knowledge of Poclain’s Information as a basis for asserting any
rights in respect thereof and shall in particular refrain from applying any industrial property rights or claiming
prior use in respect of Information.
10. Supplier hereby acknowledges and agrees that the disclosure and supply of Information under this Agreement
shall not be construed or interpreted, as constituting an obligation, express or implied, to enter into the Project or
initiate any further cooperation with Supplier.
11. This Agreement shall come into force upon its execution by both Parties. Either Party may terminate this
Agreement by 60 (sixty) day’s prior written notice to the other Party. Termination of this Agreement shall not
abrogate obligations set out in this Agreement with regard to Confidential Information disclosed prior to the
effective date of termination. Such obligations shall remain in force for a period of 10 (ten) years.
12. This agreement shall be governed and construed in accordance with Laws of India. Any dispute,
controversy, difference or claim arising out of or in relation to the construction, interpretation, validity,
performance or breach under this agreement shall be settled and finally resolved by arbitration in
Singapore in accordance with the Rules of Singapore International Arbitration Centre ("SIAC rules") for
the time being in force, which rules are deemed to be incorporated by reference in this clause and the
award made in pursuance thereof shall be binding on the parties. The tribunal shall consist of one
arbitrator. The language of the arbitration shall be English and all disputes shall, if not amicably settled
between the Parties, be referred to the Court of Singapore International Arbitration Centre (SIAC).
In witness whereof, the parties have executed this Agreement as of the date first set forth above.
SIGNED for and on behalf of
POCLAIN HYDRAULICS PVT. LTD. (SIXTH SENSE ROBOTICS AND
AUTOMATIONS PVT LTD)
Name of Signatory: Name of Signatory: James Christuraj Chandru
Title: Title: Managing Director
Duly authorized for this purpose Duly authorized for this purpose
