NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the “Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT THE NAME OF THE DISCLOSING PARTY], having registered office at [INSERT THE ADDRESS OF THE DISCLOSING PARTY] (hereinafter referred as the “Disclosing Party” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and

[INSERT THE NAME OF THE RECEIVING PARTY], having registered office at [INSERT THE ADDRESS OF THE RECEIVING PARTY] (hereinafter referred as the “Receiving Party” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Disclosing Party” and the “Receiving Party” together shall be referred to as “Parties” and individually as a “Party”.

Upon execution of this Agreement, the Parties agree to respect the integrity and tangible value of this Agreement between them.

WHEREAS:

1. The Parties are considering entering a business relationship and need to exchange certain information pertaining to the same which could be critical and peculiar to their respective businesses.
2. This Agreement looks at determining and regulating the disclosures made by a Party ("Disclosing Party") to the other Party ("Receiving Party") of information which is confidential to the Disclosing Party in connection with the [MENTION THE PURPOSE] (hereinafter referred as the “Purpose”).
3. In respect of the aforesaid, the Parties agree that the Disclosing Party shall disclose and the Receiving Party shall maintain the confidentiality and not disclose the Confidential Information (hereinafter as defined below) to any other person and only use the Confidential Information for the Purpose stated herein subject to the terms and conditions of this Agreement; The Receiving Party shall not compete directly or indirectly with the Disclosing Party; The Receiving Party shall not circumvent the Disclosing Party.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. PURPOSE
   1. The parties to this Agreement desire to engage in discussions regarding [INSERT THE PURPOSE OF THIS AGREEMENT IN DETAIL].

This Agreement combines a non-disclosure, a non-competition, and a non-circumvention agreement. The parties intend to engage in substantive discussions and sharing of confidential information regarding the purpose. In connection with these discussions, it may be necessary and/or desirable for the Disclosing Party to provide the Receiving Party with, or allow access to, proprietary, technical, or business data, and/or other confidential information of the Disclosing Party (collectively the "Confidential Information"). Therefore, the Receiving Party, individually and on behalf of those they represent, agrees that they are under an obligation of confidentiality. The Disclosing Party believes, and the Receiving Party hereby agrees, that the Disclosing Party’s Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Receiving Party’s willingness to engage in the contemplated business discussions and planning. The Receiving Party agrees that it shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in their professional and personal capacity.

• 1. The Receiving Party desires to provide [INSERT THE SERVICES TO BE PROVIDED] ( shall be referred to as “Work”) to the Disclosing Party and during the course of providing services; it shall receive the confidential information which it is mandated to keep it confidential for the term.

1. TERM AND TERMINATION
   1. This Agreement shall, by mutual consent of the parties, remain in force and effect for a period of [INSERT THE TERM OF THIS AGREEMENT IN MONTH/YEARS] from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto.
   2. The present Agreement shall be terminated at the expiration of the term. The obligations of confidentiality set forth in this Agreement shall survive its expiration or termination for any reason whatsoever and shall remain binding on the Receiving Party in perpetuity. Notwithstanding the termination or expiration of this Agreement, the Receiving Party shall continue to maintain the confidentiality of all Confidential Information disclosed under this Agreement and shall not disclose, use, or exploit such information for any purpose other than as expressly permitted herein, unless and until such information becomes publicly available or as otherwise required by applicable law.
2. CONFIDENTIAL INFORMATION
   1. "Confidential Information" shall mean all information, know-how, ideas, designs, documents, concepts, technology, marketing, commercial knowledge, and other materials of a confidential nature and includes but is not limited to, information of a commercial, technical or financial nature which contains amongst other matters, trade secrets, know- how, patent and ancillary information and other proprietary or confidential information, regardless of form, format, media including without limitation any other information that the Disclosing Party reasonably believe is “Proprietary” or “Confidential” and if furnished in writing is marked “Proprietary” or “Confidential”, showing the date on which it is furnished; or if furnished orally or by means other than in writing is identified at the time it is furnished as Confidential Information and also includes those communicated or obtained through meetings, documents, correspondence or inspection of tangible items, facilities or inspection at any site or place including without limitation:
      1. Business plans and data, operations or systems, financial and trading positions; details of the Disclosing Party's telecommunication network;
      2. research, development or technical information, confidential and proprietary information on products, intellectual property rights;
      3. Project materials. Project related data, prospect customers and clients related to Project and any other material related to the Projects of the Disclosing Party.
      4. The closed source code of the software, ideas and concepts.
      5. Marketing information, brochures, printed matter, rates and rate tables;
      6. Formulae, patterns, compilations, programme, devices, methods, techniques, or processes, that derives independent economic value, actual or potential, from not being generally known to the public.
3. OBLIGATIONS OF CONFIDENTIALITY AND NON- USE
   1. The Receiving Party undertakes to the Disclosing Party:
      1. to always keep the Confidential Information secret;
      2. not to disclose, whether intentionally or unintentionally, the Confidential Information or allow it to be disclosed in whole or in part to any third party without the Disclosing Party's prior written consent;
      3. not to disclose, whether intentionally or unintentionally, the Confidential Information even within its group of companies wherever applicable; and
      4. not to use it in whole or in part for any purpose except for the Permitted Purpose. The Receiving Party undertakes to take proper and all reasonable measures to ensure the protection, confidentiality, and security of the Confidential Information.
4. OBLIGATIONS OF RECEIVING PARTY
   1. The Receiving Party agrees that when receipt of any Confidential Information has occurred:
      1. The Receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The Receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the Receiving Party uses for its most crucial proprietary and trade secret information.
      2. The Receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information.
      3. The Disclosing Party shall permit access to its Confidential Information to the Receiving Party’s agents or employees or third parties only if such disclosure is reasonably believed to be necessary to the purposes of the Receiving Party evaluating, contemplating, recommending, or engaging in any program or service offered by the Disclosing Party or for the purpose of entering into a business relationship with the Disclosing Party, and only if said agents, employees, or third parties:
      4. reasonably require access to the Confidential Information for purposes approved by this Agreement, and
      5. have been apprised of this Agreement and the Receiving Party’s obligations to maintain the trade secret status of Confidential Information and to restrict its use as provided by this Agreement.
5. EXCEPTIONS:
   1. The above obligations of confidentiality shall not apply to any Information which the Receiving Party can show by written records:
      1. was publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; or
      2. was discovered or created by the Receiving Party before disclosure by the Disclosing Party; or
      3. was learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or 
      4. was disclosed by the Receiving Party with Disclosing Party's prior written approval.
6. LIABILITY FOR BREACH OF CONFIDENTIALITY CLAUSE
   1. The Receiving Party shall pay damages to the Disclosing Party, if the Receiving Party discloses any of the Confidential Information of the Disclosing Party, The damages shall be determined by the Disclosing part at the time of occurrence of the event of breach of confidentiality clause by the Receiving Party.
7. OBLIGATION OF NON-COMPETITION:
   1. The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Receiving Party agrees it shall not use any advantages derivable from such confidential information in its own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document. The Receiving Party agrees and covenants not to involve in the same business as that of the Disclosing Party during the term of the agreement and for a period of 24 months after the termination of this Agreement.
8. NON-SOLICITATION:
   1. The Receiving Party shall not during the immediate 24 months period after the date of termination or expiry of this Agreement solicit or entice or endeavor to solicit or to entice or assist any other person, whether by means of supply of names or expressing views on suitability, or by any other means whatsoever, to solicit or entice away from the Disclosing Party any employee, customer, vendor or business associate of the Disclosing Party. 
   2. The Receiving Party agrees that neither the Receiving Party is allowed to sell or market the confidential information to any third party or use the confidential information or idea disclosed to the Receiving Party for its own benefit either directly or indirectly.
9. DAMAGES FOR BREACH OF NON-COMPETE AND NON-SOLICIT
   1. In case of circumvention, the Receiving Party shall pay as damages to the Disclosing Party such amount which shall be directly proportional to the losses incurred by the Disclosing party and which amount shall be ascertained by the Disclosing party at the time of occurrence of such event of breach of circumvention clause.
10. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Disclosing Party: [INSERT THE EMAIL ID OR/AND ADDRESS OF DISCLOSING PARTY]
       2. If to the Receiving Party: [INSERT THE EMAIL ID OR/AND ADDRESS OF RECEIVING PARTY]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
11. LANGUAGE:
    1. The language in the Agreement shall be in all cases constructed simply according to its fair meaning and not strictly for or against of the Parties and it is agreed that the English language would be used.
12. AMENDMENTS:
    1. Any change or amendment to this Agreement, including oral modification supported by new consideration, must be reduced to writing and signed by all Parties before it will be effective.
13. WAIVER:
    1. No waiver or default of any of this agreement by any party shall be implied from any omission of such party to take action against the defaulting party. One or more waivers of any covenant, terms or condition of this agreement by any party shall not be considered to be waiver to render unnecessary consent or approval of said party of any subsequent or similar acts or omission.
14. NO REPRESENTATIONS:
    1. The Receiving Party understands that the Disclosing Party makes no representation or warranty as to the accuracy or completeness of the information it provides to the Receiving Party. The Receiving Party agrees that neither the Disclosing Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the Receiving Party’s use of said information.
15. INDEMNIFICATION:
    1. Without affecting the generality of the foregoing, the Receiving Party agrees at all times fully and effectually to indemnify and keep indemnified the Disclosing Party and its agents, the Members and all persons claiming through or under the Disclosing Party or them against all losses, damages, costs, claims, demands, loss of profit, legal fees, penalties or expenses whatsoever that the Disclosing Party, its agents and the Members may suffer by reason of the Receiving Party's breach of the terms contained herein.
16. COMPLIANCE WITH LEGISLATION:
    1. The Receiving Party warrants that all relevant laws, ordinances, regulations and rules whatsoever valid and subsisting in [INSERT COUNTRY/STATE WHOSE LAWS WILL BE APPLICABLE] on personal data privacy are complied, observed and performed.
17. GOVERNING LAW AND JURISDICTION:
    1. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
    2. The Governing Law and jurisdiction for this Agreement shall be of [INSERT THE COUNTRY/STATE WHOSE LAWS WILL BE APPLICABLE]. Any dispute arising out of the present agreement shall be resolved in the courts at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTES].
18. ENTIRETY OF AGREEMENT:
    1. If any portion of this agreement is deemed to be invalid or unenforceable, this Agreement shall be considered as if such provision had not been part of it. This Agreement sets forth the entire understanding of the Parties regarding its subject matter.
19. MISCELLANEOUS:
    1. As used in this Agreement, the following terms shall have the following meanings:
       1. No agency or partnership relationship is created between the parties by this Agreement.
       2. This Agreement constitutes the entire understanding between all the parties and supersedes all previous understandings, agreements, communications, and representations, whether written or oral, concerning the discussions by and between the parties hereto and the Confidential Information.

IN WITNESS WHEREOF, the parties hereto have individually and by their duly authorized representatives executed and delivered this Agreement, to be effective as of the date first written above.

AGREED TO AND ACCEPTED BY:

Name: [INSERT THE DISCLOSING PARTY/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Dated: [INSERT THE DATE ON WHICH DISCLOSING PARTY SIGNS THE AGREEMENT]

(THE DISCLOSING PARTY)

AGREED TO AND ACCEPTED BY:

Name: [NAME OF RECEIVING PARTY/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Dated: [SIGNING DATE OF RECEIVING PARTY]

(THE RECEIVING PARTY)