Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (“Agreement”) is made on the ___________,
2023 (“Effective Date”) between Grrow Digi, a company incorporated under the Companies Act,
2013 at 1st Floor, plot no.2, HN NAGAR , NEAR ITI ,ETAWAH, UTTARPRADESH,206002, IN
and __________________________________, (SME)(collectively called Parties).
The Parties wish to exchange Confidential Information (as defined below) for the following
purpose(s): a) to evaluate whether to enter into a contemplated business transaction; and b) if the
Parties enter into an agreement related to such business transaction, to fulfill each Party’s
confidentiality obligations to the extent the terms set forth below are incorporated therein (the
“Purpose”). The Parties have entered into this Agreement to protect the confidentiality of
information in accordance with the following terms.
1. “Confidential Information In connection with the Purpose, a Party (the “Discloser”) may
disclose (verbally, in writing or in intangible or electronic form or by way of sound or light) to the
other Party (the “Recipient”) any information (whether or not marked as confidential) pertaining to
the Purpose relating to tangible, intangible, visual, electronic, sound, light, present, or future
information including but not limited to:: (a) intellectual property including trade secrets,
confidential business related practices, know how, technical design or arrangement, source code,
software, processes, designs, ideas, inventions, schematics, computer programs, technical drawings,
specifications, algorithms including intellectual property of third parties; (b) financial information,
including pricing, details of accounts and balances maintained in those accounts, transactions
happening in those accounts and that of third parties including those of the users, profit and loss
statements, revenue earned or lost, monetization value or worth; reserves for contingency (c)
technical information, including research, development, procedures, algorithms, data, designs,
processes, software, source code, specifications and know-how; (d) business information, including
ideas to be implemented or unimplemented yet, work in progress relating to those ideas under
implementations, operations, operation difficulties and challenges, planning, features/products to be
launched, marketing interests and strategies, creative contents, consumer research, marketing plans
and contracts entered into for marketing and products; business development plans; (e) information
pertaining to the data of the customers and personally identifiable information of the Customers
provided by the Discloser to the Recipient to render the services under the proposed arrangement of
a possible business opportunity.(f) the fact that discussions and negotiations are taking place
concerning the Purpose and the status of those discussions and negotiations; (g) the terms of any
agreement entered into between the Parties and the discussions, negotiations and proposals related
thereto (h) data of a secret and proprietary nature including any memorandum, reports and
agreements prepared for the Purpose (i) information acquired during any facilities tours; and (j) any
other information which has been marked as confidential.(all individually and collective referred to
as
“Confidential Information”)
2. Obligations: The Recipient shall not disseminate or disclose in any way any Confidential
Information to any third party and shall not make use of any Confidential Information except to the
extent necessary for the abovementioned Purpose. Furthermore, the existence of any business
negotiations, discussions, consultations or agreements in progress between the parties shall not be
disclosed to any third party without written approval of both parties, except to such party’s
legal, accounting or tax advisors in the normal course of business. Recipient shall treat and take
precautions to keep in confidence all Confidential Information of Discloser with the same degree of
care as it accords to its own Confidential Information, and in no event less than reasonable care.
Recipient will promptly give notice to Discloser of any unauthorized use or disclosure of any
Confidential Information of which Recipient becomes aware. Recipient will reasonably assist
Discloser in remedying any such unauthorized use or disclosure of Confidential Information.
3. Exclusions: Confidential information shall not include such materials or information, which :
(a) is now or hereafter becomes, through no act or failure to act on the part of Recipient, generally
known or available; (b) is known by Recipient prior to receiving such information from Discloser;
(c) is hereafter rightfully furnished to Recipient by a third party, as a matter of right, without
restriction on disclosure and without breach by any party of any confidentiality obligations; (d)
is developed by Recipient, without breach of this Agreement, independently of and without
reference to any Confidential Information; (e) is the subject of a written permission to disclose
provided by Discloser; or (f) is required by law, government authority or court order or is
necessary to establish rights or enforce obligations under this Agreement, but only to the extent
that any such disclosure is necessary and provided that Recipient shall time permitting, first
have given notice to Discloser in order to allow Discloser reasonable opportunity to obtain a
protective order with respect thereto.
4. Ownership and return of Confidential Information: All Confidential Information and any
derivatives thereof, including without limitation all intellectual property rights therein, shall remain the
property of Discloser and/or its suppliers and no license or other rights is granted or implied hereby.
Upon the earlier of termination of this Agreement or Discloser’s request, Recipient shall return all
Confidential Information furnished by Discloser, together with any copies thereof.
5. No Other Business Relationship: This Agreement does not represent or imply any agreement or
commitment to enter into any further business relationship, or to expend funds or other resources in the
development of products or services. No obligation or commitment relating to the activity shall arise
between the Parties except as may be set forth in a written agreement duly executed by authorized
representatives of each Party. This Agreement does not create any agency or partnership relationship
between the Parties or authorize a Party to use the other Party’s name or trademarks. Subject to the
obligations of this Agreement, neither Party is precluded from independently pursuing any activities
similar to or in competition with the activity contemplated herein.
6. No Warranty: All Confidential Information is provided “As Is” and without any warranty
whatsoever, whether express, implied or otherwise.
7. Term: This Agreement shall be effective as of the Effective Date and shall continue for two
months after the two parties cease to share information or conduct a business relationship.
8. No Assignment: Neither Party shall transfer or assign this Agreement or any rights or
obligations hereunder without the prior written consent of the other Party, except to the surviving
entity in a merger or consolidation in which it participates or to a purchaser of all or substantially
all of its assets, so long as such surviving entity or purchaser shall expressly assume in writing the
performance of all of the terms of this Agreement.
9. Governing Law; Injunctive Relief: This Agreement shall be governed and interpreted by the
laws of India, without giving effect to its principles of conflicts of law and the parties to this
agreement agree to submit to the exclusive jurisdiction of the courts in Bangalore, Karnataka. It is
expressly agreed that a material breach of Section 2 (“Obligations”) by Recipient will cause
irreparable harm to Discloser and that a remedy at law may be inadequate. Therefore, in addition
to any and all remedies available at law, Discloser shall be entitled to injunctive relief against
Recipient in the event of any threatened or actual violation of such provision.
10. Waiver; Severability: If any portion of this Agreement is determined to be or becomes
unenforceable or illegal, such portion shall be (i) modified to effectuate the intent of the parties,
or, (ii) where such modification is not practicable, deemed eliminated, and the remainder of this
Agreement shall remain in effect in accordance with its terms as modified by such modification or
deletion. No waiver of any breach of this Agreement shall be effective unless in writing, nor shall
any waiver of a breach constitute a waiver of any subsequent breach of any provision of this
Agreement.
11. Entire Agreement: This Agreement contains the entire agreement and understanding between
the parties with respect to the subject matter hereof, and supersedes all prior agreements,
negotiations, proposals, and communications between the parties, oral or written, regarding such
subject matter. The section headings herein are included merely for the convenience of reference,
do not limit or affect any of the contents of this Agreement, and are not to be considered part of,
or to be used in interpreting this Agreement. This Agreement may be modified only by a written
amendment or addendum executed by the parties.
This Mutual Nondisclosure Agreement is executed on behalf of each party by its duly authorized
representative.
12. Below are the points that need to be kept in mind while working.
● Regarding Work
❖ The questions doc will be provided to the SME.
❖ SME need to review(grammatical and concept error(if any)) and tag the question
according to difficulty level.
❖ SME needs to solve the questions also if solution is not present for any question.
❖ The SME should have strong subject knowledge.
❖ SME have to work according to the deadline given ,failing to do the question will
be unassigned from SME
● Billing and Payment Instructions
Payment will be done for each approved question according to the rate
decided between company and SME
Payment will be processed between 15-20th of the next month (e g: if you
work for 1st Jan to 31st Jan the payment will be done for that work between
15th to 20th February.)
Payment will be done on approval of the client only and client have all rights
regarding the approval and rejections.
Payment structure mentioned below:
Count of Questions Price of per Questions
0-200 questions per day 1 rupees
200 + questions per day 1.5 rupees
*Count will be according to the no of days the work is live …like we have questions for
20 days in a month so we’ll count only those 20 days for selecting price per video*
● Resignation Policies
❖ 5 days’ notice period is applicable if experts want to discontinue that is, He has to
inform us 5days before he can discontinue. Also, he has to work on full strength
in the notice period is questions per day. If he fails to achieve this then no payment
will be done.
● Illicit acts leading to Termination
The following offenses are considered extremely serious Violation of any of these
policies will result in immediate termination of an expert’s contract:
❖ Fraudulent behaviour Any effort to defraud the company shall be considered an
offense. [Link] has a zero-tolerance policy towards instances of tagging
questions in a false manner, any instance of generating payments for answers not
posted legitimately, or any other attempt to defraud the company. The responses
shall include immediate termination of the contract and no payment for the month
in which such instances occurred.
❖ Any use of profanity, vulgarity, pornography, or inappropriate sex education in the
answers, intentionally or unintentionally, by the expert or by someone else who
has accessed the expert's computer is a serious offense.
❖ Use of abusive or rude behaviour Any abusive or rude behaviour towards students,
customers or Ask & Answer staff, including reviewers, mentors and members of
the Operations Team shall not be tolerated by the company.
❖ Inconsistent Performance.
▪ Account inactivity for more than 5 days without reporting about the same to
project manager
▪ Quality and quantity of answering not as per the set standards.
▪ Inconsistent work quality or failure in managing an average answering count.
▪ Failure to correct errors mentioned in the review feedback well in time.
▪ A consistent failure in replying to the mail threads related to work. g. Violation
of communication protocol.
▪ Plagiarism or copyright issue in the answers posted. Experts are requested to
read all updates and resource manuals in the announcement section of the
Expert Resource Centre (ERC) to remain familiar with the latest news and
upgrades.
AGREED TO AND ACCEPTED BY:
Grrow Digi
By: Rishabh Yadav Name:
Title: Founder & CEO Title: Freelancer
Date:
Signature: