ਆਪਣੀ ਜਾਣਕਾਰੀ ਭਰੋ

NON-DISCLOSURE AGREEMENT

BETWEEN

__________, __________, of __________, acting through __________ ("Party A");

AND

__________, __________, of __________, acting through __________ ("Party B").

Party A and Party B are each a "Party" and together the "Parties".

RECITALS

B. In the course of that, one or both Parties may disclose to the other information that is confidential, and the Parties wish to fix the terms on which it is protected.

NOW THIS AGREEMENT WITNESSES AS FOLLOWS.

1. 1. DISCLOSURE MODE AND WHAT IS CONFIDENTIAL

1.1 __________

1.2 "Confidential Information" means any information disclosed by the Disclosing Party to the Receiving Party, in writing, orally or by inspection, that is marked or described as confidential, or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure, including business, financial, technical, operational and customer information.

1.4 Confidential Information does not include information that: is or becomes public other than through the Receiving Party's breach of this Agreement; was already lawfully known to the Receiving Party, without an obligation of confidence, before disclosure; is independently developed by the Receiving Party without reference to or use of the Confidential Information; or is required to be disclosed by law, regulation or a competent court, regulator or authority, provided the Receiving Party, where lawfully able to, gives the Disclosing Party prompt notice before disclosure so it may seek protective treatment.

1. 2. PURPOSE AND USE

2.1 The Receiving Party shall use Confidential Information only for the purpose stated in Recital A (the "Purpose"), and for no other purpose, including competing with the Disclosing Party or reverse-engineering a product or process the Confidential Information relates to.

1. 3. WHO MAY SEE IT

3.1 The Receiving Party may disclose Confidential Information only to its own officers, employees and professional advisers who need to know it for the Purpose and who are bound, by contract or professional duty, to keep it confidential on terms at least as strict as this Agreement.

3.3 The Receiving Party is responsible to the Disclosing Party for a breach of this Agreement by a person it discloses Confidential Information to under this clause 3, as if that breach were the Receiving Party's own.

1. 4. STANDARD OF CARE

4.1 The Receiving Party shall protect Confidential Information with at least the same degree of care it uses for its own confidential information of a similar kind, and in any event no less than reasonable care, and shall promptly notify the Disclosing Party on becoming aware of an unauthorised use or disclosure.

1. 5. NO LICENCE OR OTHER RIGHT

5.1 Nothing in this Agreement transfers or licenses any intellectual property, or grants any right in Confidential Information beyond the limited right to use it for the Purpose. Disclosure under this Agreement does not itself create any obligation on either Party to proceed with, or complete, the dealing the Purpose describes.

1. 6. RETURN OR DESTRUCTION

1. 7. DURATION

1. 8. REMEDIES

8.1 The Parties agree that damages alone may not be an adequate remedy for a breach of this Agreement, since the value of Confidential Information can be destroyed by disclosure before a claim for damages is resolved, and that the Disclosing Party may accordingly seek an injunction or other interim relief under Part III of the Specific Relief Act, 1963, in addition to and not instead of damages and any other remedy available in law.

1. 9. NO PARTNERSHIP OR AGENCY

9.1 Nothing in this Agreement creates a partnership, joint venture, or a relationship of agency or employment between the Parties, and neither Party has authority to bind the other.

1. 10. DISPUTE RESOLUTION AND GOVERNING LAW

1. 11. STAMP DUTY

1. 12. GENERAL

12.1 This Agreement is the entire agreement between the Parties about its subject matter and supersedes all prior discussion of it, whether oral or in writing.

12.2 No amendment is effective unless made in writing and signed by both Parties.

12.3 If any provision is held invalid or unenforceable, the rest of this Agreement continues in effect.

SIGNED AND DELIVERED by PARTY A
__________
Through: __________

Signature: ______________________________

SIGNED AND DELIVERED by PARTY B
__________
Through: __________

Signature: ______________________________