iPRfMED™
BuUdlng Industry Ready Professlonal1
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Confidentiality and Non-Disclosure Agreerent is between iPRIMED
E?ucation Solutions Pvt. Ltd and B,6bab""b Sirt]b
('Employee/Consultant/Vendor").
AGREEMENT
iPRIMED Education Solutions Pvt. Ltd is a nationwide education provider in
Information Technology. In this regard, iPRIMED Education Solutions Pvt.
Ltd. has developed a methodology to impart learning for iPRIMED Education
Solutions Pvt Ltd and its upcoming centers.
In consideration of this Agreement and of iPRIMED Education Solutions Pvt.
Ltd's promise of new or continued employment or service, and the covenants
and conditions contained herein, and other valuable and sufficient
consideration, the adequacy of which is hereby acknowledged, the parties to
this Agreement agree as follows: •
1. Exclusive Copyright. Any and all inventions, discoveries, developments
and innovations conceived by the Employee/Consultant/Vendor during this
engagement relative to the duties under this Agreement shall be the
exclusive property of the Company; and the Contractor hereby assigns all
right, title, and interest in the same to the Company. Any and all
inventions, discoveries, developments and innovations conceived by the
Contractor prior to the term of this Agreement and utilized by [him or
her] in rendering duties to the Company are hereby licensed to the
Company for use in its operations and for an infinite duration. This
license is non-exclusive, and may be assigned without the Contractor's
prior written approval by the Company to a wholly-owned subsidiary of
the Company .
2. Covenant of Confidentiality and Non-Disclosure
a. In order for Employee/Consultant/Vendor to provide, or to continue
to provide, services to iPRIMED Education Solutions Pvt. · Ltd.,
iPRIMED Education Solutions Pvt. Ltd. has provided and/or is
required to provide Employee/Consultant/Vendor with certain trade
secrets and proprietary information of iPRIMED Education Solutions
Pvt. Ltd. ( "Proprietary· Information") .
b. As used in this Agreement, the term Proprietary Information
is defined to include:
i. All software, computer programs, source code, object code,
system documentation, user documentation, system designs,
program materials, screen displays, manuals, operation
processes, equipment design, product specifications, written
materials, documentation, data and information regarding
products or services, whether finished, underdevelopment or
being tested, whether any or all of the foregoing are
intangible, magnetic, digital or other form;
ii. Concepts,methods,techniques,forrnats,patterns,compilations,pr
ograms,devices,designs,technology,equipment,forrnulas,process
es,packaging,testing,inforrnation,data,systems,operations,ide
as,research,improvements,inventions,discoveries and know-
how;
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iii. Information relating to iPRIMED Education Solutions Pvt. Ltd's
customers, accounts, suppliers, distributors, marketing
activities or plans, business plans, distribution, pricing,
financial matters, financial statements, or any information
revealed to iPRIMED Education Solutions Pvt. Ltd. by third
parties under any confidentiality agreement, understanding or
duty; and
iv. Information generally regarded as confidential in the industry
or business in which iPRIMED Education Solutions Pvt. Ltd is
engaged, which are · or shall be owned, developed, used by,
related to or arise from iPRIMED Education Solutions Pvt. Ltd.,
its businesses, activities, investigations, work of its
employees or agents, utilization of equipment, supplies,
facilities or information, now or in the future, whether or not
published, patented, copyrighted, registered or suitable
therefore.
c. Employee/Consultant/Vendor acknowledges that iPRIMED Education
Solutions Pvt. . Ltd.' s Proprietary Information is valuable,
special and unique to its business; that it is not widely known;
and that iPRIMED Education Solutions Pvt. Ltd. 's business
depends on such Proprietary Information.
d. Employee/Consultant/Vendor acknowledges that iPRIMED Education
Solutions Pvt. Ltd. has taken, and continues to take, reasonable
and necessary steps to protect its Proprietary Information and
keep it" confidential, including requiring him/her to sign this
Agreement.
e. Based on the foregoing, Employee/Consultant/Vendor agrees as
follows:
i. All rights to Proprietary Information are and shall remain
the sole property of and in control of iPRIMED Education
Solutions Pvt. Ltd.;
ii. Except as required by applicable law or as authorized
in writing by iPRIMED Education Solutions Pvt. Ltd. 's
Board of Directors, he/she will keep iPRIMED Education
Solutions Pvt. Ltd.'s Proprietary Information confidential;
iii. Except as required by applicable law or as authorized in
writing by iPRIMED Education Solutions Pvt. Ltd.'s Board of
Directors, he/she will not, at any time:
a) reproduce qr copy;
b) disclose or transfer;
c) aid encourage or allow any other person, business or entity
to gain possession or access to;
d) use, sell, or exploit; or
e) encourage or allow any other person, business or entity to
use, sell or exploit, any of iPRIMED Education Solutions
Pvt. Ltd.'s Proprietary Information;
iv. He/she will not or disclose any information received by
iPRIMED Education Solutions Pvt. Ltd. from a third · party
for the period required by any confidentiality agreement,
understanding or duty between iPRIMED Education Solutions
Pvt. Ltd. and the relevant third party; and
v. He/she will notify future employers and customers of the
terms of this provision and his/her responsibilities
hereunder.
3. Injunctive Relief. Employee/Consultant/Vendor agrees that irreparable
harm shall be presumed in the event of any breach of this Agreement,
and further agrees that in connection with any such breach, damages
would be difficult if not impossible to ascertain, and the faithful
observance of all terms of this Agreement is an essential condition to
employment or service with iPRIMED Education Solutions Pvt. Ltd.
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intended t' p oyee/Consultant/Vendor agrees that this Agreement is
Solutions P~t p~otec~ -~he proprietary rights of iPRIMED Education
the technolo · td. ~n important ways, and the threat of any misuse of
extremely h gy of iPRIMED Education Solutions Pvt. Ltd. would be
light of t:rmful [Link] . of the importance of that technology. In
any co t ese considerations, Employee/Consultant/Vendor agrees that
th' ur of competent jurisdiction may immediately enjoin any breach of
Lt~s agreement, upon the request of iPRIMED Education Solutions Pvt.
Ed., . a nd Employee/Consultant/Vendor specifically releases iPRIMED
. ucation Solutions Pvt. Ltd. from the requirement of posting any bond
in connection with temporary or interlocutory injunctive relief, to the
extent permitted by law.
4 · Modification of Agreement by Court. Employee/Consultant/Vendor agrees
that if any provision of this· Agreement or the application thereof is
held invalid, the invalidity shall not affect other provisions or
applications of the Agreement which can be given effect without the
invalid provisions or applications and to this end the provisions
of the Agreement are declared to be severable.
Employee/Consultant/Vendor further agrees that if any court or
tribunal refuses to enforce the restrictive covenants contained herein,
neither this Agreement nor any part thereof, shall be void, and that
the particular restriction deemed to be unreasonable or unenforceable
shall be reduced or otherwise modified by such court or tribunal, but
only to the extent necessary to permit its enforcement and only in
such court's jurisdiction. Employee/Consultant/Vendor further agrees
that if any provision cannot be reduced or modified to make it
reasonable and/or permit its enforcement, that provision shall then be
severed from this Agreement and the remaining provisions shall be
interpreted in such a way as to give maximum validity and
enforceability to this Agreement.
5. Modification of Agreement by Parties. Employee/Consultant/Vendor agrees
that this Agreement may not be changed, modified, released, discharged,
abandoned, or otherwise terminated, in whole or in part, except by an
instrument in writing, by both parties.
6. Term of Agreement. Employee/Consultant/Vendor acknowledges that the
terms of this Agreement shall survive termination of his/her employment.
7. Non-Waiver. Employee/Consultant/Vendor agrees that the failure of
iPRIMED Education Solutions Pvt. Ltd. to take an action under this
Agreement or the waiver of a breach of this Agreement shall not affect
iPRIMED Education Solutions Pvt. Ltd.' s rights to require performance
hereunder or constitute a waiver of any subsequent breach.
a. Governing Law. Employee/Consultant/Vendor and iPRIMED Education
Solutions Pvt. Ltd. agrees that any disputes or controversies of any
kind relating in any way to this Agreement, whether sounding in
tort, contract or otherwise, shall be construed in accordance with
the laws of the Karnataka State.
9. Forum Selection. Employee/Consultant/Vendor agrees that any judicial
proceeding related in any way to this Agreement, shall be brought
exclusively in the state or Karnataka courts.
10. Consent to Jurisdiction. Employee/Consultant/Vendor and iPRIMED
Education Solutions Pvt. Ltd. Hereby consent to the jurisdiction of the
state or Karnataka courts and waive any rights to contest the power of
the courts of the State of Karnataka to exercise personal jurisdiction
over them.
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11. Existing Employment Agreements. Employee/Consultant/Vendor acknowledges
that the terms of any existing employment agreements remain in full
force and effect to the extent they do not conflict with the terms of
this Agreement, in which case the terms of this Agreement shall control.
12. Headings. The paragraph headings in this Agreement are for purposes of
convenience only and shall not limit or otherwise affect any of the
terms hereof.
13. Attorneys' Fees and Costs. iPRIMED Education Solutions Pvt. Ltd. and
Employee/Consultant/Vendor agree that in the event of a dispute arising
under or related in any way to this Agreement, the non-prevailing party
shall pay al'i costs and expenses, including reasonable attorneys'
fees, that may arise or accrue from enforcing this Agreement,
obtaining an interpretation of any provision of this Agreement, or in
pursuing any remedy provided by applicable law whether such remedy is
pursued or interpretation is sought by mediation, arbitration, the
filing of a lawsuit, an appeal, and/or otherwise.
Dated this _ _ _ _ _day of Dated this 1,_y·H, day of
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iPRIMED Education Solutions Pvt. Ltd.
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