Good Afternoon Everyone, I am Mr.
Daniel shroff counsel representing Readershope
Nostalgia Private Limited in this negotiation session.
On behalf of my client, I would like to express our sincere appreciation for taking the time to
engage in this discussion today. We are truly grateful for the opportunity to negotiate a
amicable solution rather than pursuing litigation, which we believe is in the best interest of
both parties.
Our goal in this negotiation is to arrive at a mutually beneficial solution that addresses the
concerns of both sides and fosters a positive and cooperative relationship moving forward.
We are committed to working together to find a fair and equitable solution that aligns with
the interests of both the parties.
The primary interests of my client in this negotiation are:
- Completion of our R-Beta Project
- Date privacy and security of Our users
- Protection of our IPR
- Compensation or indemnity for losses which incurred by our client
We believe that addressing these interests will not only resolve the current dispute but also
strengthen the foundation for a constructive and ongoing relationship.
We are open to discussing potential solutions and exploring options that will meet these
objectives while considering your interests and concerns. We look forward to a productive
negotiation and are confident that we can reach a fair and satisfactory agreement.
Now my client would like to continue
Agendas-
Technical aspects of agreement-
1. CONSIDERATION CLAUSE-
The consideration clause in the agreement outlines how RNPL will pay FSPL for their
services. Here’s a simplified breakdown:
Total Payment: INR 15,00,000 (Fifteen Lakh Rupees) plus applicable taxes.
Payment Schedule:
1. First Instalment: INR 5,00,000 upon signing the agreement.
2. Second Instalment: INR 5,00,000 when FSPL submits the first draft of the source
code.
3. Final Instalment: INR 5,00,000 upon final delivery of the source code.
Taxes will be withheld as required by Income tax act, 1961.
2. INTELLECTUAL PROPERTY RIGHTS CLAUSE-
No Transfer of Rights: The agreement does not transfer ownership of any intellectual
property (IP) rights between the parties.
Ownership of Provided Materials: Any intellectual property in materials given by one party
to the other will remain owned by the party that provided them.
RNPL’s Rights: RNPL will own all intellectual property related to the work delivered under
the agreement, including the source code for the app. This ownership is perpetual (forever)
and applies throughout the entire universe.
3. CONFIDENTIALITY CLAUSE
Confidentiality Obligation: Both parties agree to keep all confidential information secret
during the term of the agreement and after it ends, regardless of the reason for its end.
Use of Information: Confidential information can only be used for the purposes specified in
the agreement and not for any other reason.
FSPL’s Specific Obligations: FSPL must keep the details of the agreement and any
information about RNPL confidential. FSPL can only share RNPL’s information with its
employees who are directly working on RNPL’s project. FSPL is not allowed to share this
information with anyone else.
4. INDEMNITY CLAUSE-
Indemnity Obligation: FSPL agrees to protect RNPL, including its representatives, officers,
directors, and employees, from any financial losses or legal issues.
Scope of Protection: FSPL will cover RNPL’s costs if RNPL faces:
Breaches: Any issues caused by FSPL breaking terms of the agreement or violating
laws.
Intellectual Property Infringement: Problems arising from FSPL infringing on third
parties’ intellectual property rights.
Misconduct: Costs resulting from negligence, wilful misconduct, or intentional
wrongdoing by FSPL or its staff.
In summary, if any legal or financial issues arise related to FSPL’s breach of the agreement,
infringement of IP rights, or misconduct, FSPL is responsible for covering those costs and
defending RNPL.
Dispute Summary
Dispute: The disagreement involves FSPL failing to deliver the final source code for RNPL’s
website and issues related to a data leak and intellectual property concerns.
Chronological Events:
1. 14.02.2022: FSPL submits the first draft of the source code to RNPL and receives the
second instalment of the payment.
2. Post-Submission: FSPL demands the third instalment before delivering the final
source code. RNPL refuses to pay this instalment, leading FSPL to stop responding
and fail to deliver the final code.
3. FSPL’s non-response: FSPL’s lack of communication and refusal to deliver the final
code despite RNPL’s continuous demands results in significant financial loss for
RNPL.
4. Employee Resignation: During the project, Mr. Raj, a key developer at FSPL,
resigns abruptly, leaving the project incomplete.
5. Raj’s Portfolio: After resigning, Raj showcases his work on Treelink, including
references and segments of the source code for RNPL’s project. This raises concerns
about potential exposure of RNPL’s data and infringement of RNPL’s copyright.a
6. Data Leak: RNPL discovers a data leak linked to FSPL’s handling of sensitive user
information. This leak causes financial loss and damage to RNPL’s public reputation.
7. Termination and Claim: Mr. Mehta, Executive Director of RNPL, terminates the
agreement with FSPL and demands action against the data leak, seeking
indemnification for damages related to the breach, lost revenue, and delays.
8. FSPL’s Defence: FSPL argues that Raj’s actions were unauthorized and occurred
after his employment ended. They claim that Raj’s portfolio does not directly
compromise RNPL’s data but merely displays his skills.
Current Status: The parties are now engaged in negotiations to resolve their differences, as
stipulated in the Dispute Resolution Clause of their agreement.
Closing statememts
If no agreement-
Thank you for the productive dialogue today. Although we have not reached a final
agreement, we have made significant progress in understanding each other’s positions. We
recommend scheduling further meetings to continue our discussions and work towards a
resolution. We appreciate your ongoing commitment to resolving this matter
If agreement-
Thank you for your cooperation and flexibility during this negotiation. We are optimistic that
the drafted agreement will reflect our discussions accurately. We will review the draft
agreement and finalize it with your input. Thank you for working towards a mutually
beneficial outcome.