<div class="xblock xblock-public_view xblock-public_view-vertical" data-course-id="course-v1:EBC-Learning+contract-drafting-preview-course+2024" data-init="VerticalStudentView" data-runtime-class="LmsRuntime" data-runtime-version="1" data-block-type="vertical" data-usage-id="block-v1:EBC-Learning+contract-drafting-preview-course+2024+type@vertical+block@4cd75ed0e2b647bab52294f1d22a8eb8" data-request-token="898b7ff0503c11f1b0b80242ac120009" data-graded="False" data-has-score="False"> <div class="vert-mod"> <div class="vert vert-0" data-id="block-v1:EBC-Learning+contract-drafting-preview-course+2024+type@html+block@d8dedb9e8dab4128bb5a2348c2cd3aac"> <div class="xblock xblock-public_view xblock-public_view-html xmodule_display xmodule_HtmlBlock" data-course-id="course-v1:EBC-Learning+contract-drafting-preview-course+2024" data-init="XBlockToXModuleShim" data-runtime-class="LmsRuntime" data-runtime-version="1" data-block-type="html" data-usage-id="block-v1:EBC-Learning+contract-drafting-preview-course+2024+type@html+block@d8dedb9e8dab4128bb5a2348c2cd3aac" data-request-token="898b7ff0503c11f1b0b80242ac120009" data-graded="False" data-has-score="False"> <script type="json/xblock-args" class="xblock-json-init-args"> {"xmodule-type": "HTMLModule"} </script> <link rel="stylesheet" href="https://ebc-assets.s3.ap-south-1.amazonaws.com/css/course-default-styles.css"> <div class="banner-image" id="banner-element"> Modules IV & V: Deep Dive Into Specific Agreements—Non Disclosure Agreement - Recipient Friendly- Sample </div> <script> var bannerElement = document.getElementById("banner-element"); var imageUrl = "https://ebclearning.com/asset-v1:EBC-Learning+law-contract+2025+type@asset+block@insider-trading.webp"; bannerElement.setAttribute("data-image-url", ""); bannerElement.style.setProperty("--image-url", `url(${imageUrl})`); </script> <div class="body-text-large"> <h2 style="text-align: center;">NON-DISCLOSURE AGREEMENT</h2> This Non-Disclosure Agreement (“Agreement”) is entered into on this [●] day of [insert month], [insert year] at [insert place]: <h3 style="text-align: center;">BY AND BETWEEN:</h3> [●], a company incorporated under the [Companies Act, 1956] and having its registered office at [●] (hereinafter referred to as the “Disclosing Party”, which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns) of the ONE PART; <h3 style="text-align: center;">AND</h3> [●], a company incorporated under the [●] and having its registered office at [●] (hereinafter referred to as the “Recipient”, which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns) of the OTHER PART. “Parties” shall mean collectively the Disclosing Party and the Recipient and “Party” means each of the Disclosing Party and the Recipient individually. WHEREAS: <ol style="list-style-type: upper-alpha;"> <li>The Parties would like to enter into discussions regarding a possible transaction between them regarding development of a software (hereinafter referred to as “Transaction”).</li> <li>In connection with those discussions, the Recipient may get access to important non-public commercial, technical and/or business information including but not limited to certain commercially sensitive information, etc. belonging to the Disclosing Party. </li> <li>The Parties would like to protect the confidentiality and prevent the unauthorized use and disclosure of the Disclosing Party’s valuable confidential information, and set forth their respective understandings, rights and obligations in connection therewith.</li> </ol> NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties set forth in the Agreement, the Parties intending to be legally bound hereby, covenant and agree as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement (including the recitals hereof), unless the context requires otherwise the following words and expressions shall have the following meanings: 1.1.1 “Agreement” shall mean this agreement together with all of the schedules attached hereto and documents that may from time to time be attached hereto (including any annexes, schedules, exhibits and documents attached), and as any or all of the same may be amended, modified or supplemented from time to time; 1.1.2 “Authorised Recipients” shall have the meaning ascribed to the term in Clause 3.1.2; 1.1.3 “Confidential Information” shall have the meaning ascribed to the term in Clause 2.1; 1.1.4 “Person” shall mean any individual, partnership, firm, corporation, body corporate, joint venture, association, trust, unincorporated organization or other similar organization or any other entity and wherever relevant shall include their respective successors and assigns, and in case of an individual shall include his legal representatives, administrators and executors, and in case of a trust shall include the trustee or the trustees for the time being;  1.1.5 “Representative” shall mean, in respect of a company, its associated companies, subsidiary undertakings, parent undertakings, shareholders, directors, employees, advisers, agents and consultants; and 1.1.6 “Transaction” shall have the meaning ascribed to the term in Recital A. 1.2 Interpretation In construing this Agreement: 1.2.1 The terms referred to in this Agreement shall, unless defined otherwise or inconsistent with the context or meaning thereof, bear the meanings ascribed to them under the relevant statute / legislation; 1.2.2 Words denoting the singular shall include the plural and words denoting any gender shall include all genders; 1.2.3 Headings, subheadings, titles, subtitles to clauses, sub-clauses and paragraphs are for information only and shall not form part of the operative provisions of this Agreement or the schedules hereto and shall be ignored in construing the same; 1.2.4 References to days, months and years are to calendar days, calendar months and calendar years, respectively; 1.2.5 Unless otherwise specified, time periods within or following which any act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next business day if the last day of such period is not a business day; and whenever any action to be taken under this Agreement is required to be taken on a day other than a business day, such action shall be taken on the next business day; 1.2.6 Words “directly or indirectly” mean directly or indirectly through one or more intermediary Persons or through contractual or other legal arrangements, and “direct or indirect” have the correlative meanings; 1.2.7 Any reference to “writing” shall include printing, typing, lithography, transmissions by facsimile or in electronic form (including e-mail) and other means of reproducing words in visible form in any medium; 1.2.8 The words “include” and “including” are to be construed without limitation; 1.2.9 Any reference to a Party shall, unless repugnant to the context, shall also include their Representatives; and 1.2.10 A reference to a consent or approval of a Party means the prior written consent or approval of that Party in its absolute and unfettered discretion, except as provided herein. 2. CONFIDENTIAL INFORMATION 2.1 “Confidential Information” shall mean proprietary information of whatever nature relating to the Transaction, that the Disclosing Party and/or any of its Representatives may disclose and make available to the Recipient or any of its Representatives, in writing, provided that such information has been specifically marked as “confidential” by the Disclosing Party prior to furnishing or has been designated as “confidential” in a written notice to the Recipient within 5 days from disclosure and has commercial value. 2.2 Confidential Information shall exclude information which: 2.2.1 is or becomes publicly available; or 2.2.2 is known to the Recipient before the date it is disclosed by the Disclosing Party or its Representatives; 2.2.3 at the time of disclosure is, or thereafter becomes, available to the Recipient or its Representatives on a non-confidential basis from a third-party source; or 2.2.4 was independently developed by the Recipient or its Representatives. 3. NON-DISCLOSURE AND PERMITTED USE 3.1 In consideration of the Disclosing Party agreeing to disclose the Confidential Information to the Recipient or its Representatives, the Recipient undertakes to the Disclosing Party that the Recipient shall: 3.1.1 use the Confidential Information only for the purposes of the Transaction or for any other purpose mutually agreed to by the Parties in writing; 3.1.2 prevent the disclosure or dissemination of Confidential Information to any other Person, without the prior written consent of the Disclosing Party except that the Recipient may disclose the Confidential Information to its Representatives for the purpose of the Transaction (“Authorised Recipients”) on a “need to know” basis; and 3.1.3 advise those Authorised Recipients who access the Confidential Information of their obligations with respect thereto. 3.2 For the purposes of this Agreement, “need to know” means that the Authorised Recipient requires such Confidential Information to perform its responsibilities and for the purposes of furthering the Transaction, in accordance with the terms and conditions of this Agreement.  3.3 The Recipient may also disclose Confidential Information to the extent required: 3.3.1 by any order of any court of competent jurisdiction or any competent judicial, governmental, regulatory or supervisory body; 3.3.2 by the rules of any listing authority, stock exchange or any regulatory or supervisory body with which the Recipient is bound to comply; or 3.3.3 by the laws or regulations of any country with jurisdiction over the affairs of the Recipient. 4. ADDITIONAL COVENANTS 4.1 Promptly, upon the written request of the Disclosing Party, the Recipient shall deliver to the Disclosing Party, or in the alternative, at its sole discretion, permanently remove or destroy all Confidential Information.  4.2 Notwithstanding the foregoing, the Recipient may retain any copies of Confidential Information, regardless of whether such copies are in original form: 4.2.1 included in any materials that document a decision not to proceed with a transaction with the Disclosing Party, or otherwise to cease discussions or negotiations with the Disclosing Party; 4.3.2 as may be required to comply with any applicable law, regulation or regulatory authority to which the Recipient is subject; or 4.3.3 that are maintained as archive copies on the Recipient's disaster recovery and/or information technology backup systems. Such copies will be destroyed upon the normal expiration of the Recipient's backup files. The Recipient shall continue to be bound by the terms and conditions of this Agreement with respect to any such Confidential Information retained in accordance with this Agreement. 5. ADDITIONAL CONFIDENTIALITY OBLIGATIONS 5.1 Except as required by applicable law or regulation, or otherwise as mutually agreed to in writing by the Parties, neither Party shall disclose to any Person: 5.1.1 that the Confidential Information has been made available to the Recipient or its Representatives, or that it has inspected any portion of the Confidential Information; 5.1.2 that discussions or negotiations may be, or are, underway between the Parties regarding the Confidential Information or the Transaction, including the status thereof; or 5.1.3 any terms, conditions or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Transaction. 6. DISCLOSING PARTY REPRESENTATIONS AND WARRANTIES 6.1 The Disclosing Party represents and warrants that: 6.1.1 the disclosure of Confidential Information to the Recipient will not infringe, violate or misappropriate the intellectual property rights of any third party. The Disclosing Party has not received any communication, and no action has been instituted, settled or, to the Disclosing Party's knowledge, threatened that alleges any such infringement, violation or misappropriation; 6.1.2 the Confidential Information that is disclosed or to be disclosed to the Recipient does not contain any untrue statement of a material fact, or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading; and 6.1.3 the disclosure of Confidential Information to the Recipient or its Representatives does not and will not violate any other contract or obligation to which the Disclosing Party is a party, including confidentiality agreements. 7. REMEDIES 7.1 Each Party shall indemnify and keep indemnified the other Party and each of its Representatives from and against any costs, claims, demands, losses or liabilities whatsoever arising out of any breach of its obligations under this Agreement. 7.2 Each Party hereby acknowledges that any breach or threatened breach of this Agreement would cause irreparable harm, and in addition to any other remedies at law or in equity that the Parties may have, the Parties shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief. 8. MISCELLANEOUS  8.1 Waiver 8.1.1 No failure or delay by any Party in exercising any claim, power, right or privilege hereunder shall operate as a waiver, nor shall any single or partial exercise of any such power, right or privilege preclude any further exercise thereof or of any other power, right or privilege. Any remedy or right conferred on a Party for breach of this Agreement shall be in addition to and without prejudice to all other rights and remedies available to it. 8.2 Notices 8.2.1 All notices and other communications pursuant to this Agreement shall be in writing and shall be deemed to be given if delivered personally, faxed (where applicable), emailed, sent by internationally-recognized courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the Parties at the addresses set forth below or to such other address as the Party to whom notice is to be given may have furnished to the other Parties hereto in writing in accordance herewith. Any such notice or communication shall be deemed to have been delivered and received (A) in the case of personal delivery, internationally recognized courier or mail, on the date of such delivery and (B) in the case of fax or email, on the date sent if confirmation of receipt is received and such notice is also promptly mailed by registered or certified mail (return receipt requested) In the case of notice to the Disclosing Party to: 8.3 Assignment  8.3.1 This Agreement, or any right or interest herein, shall not be assignable or transferable by any Party except with the prior written consent of the other Party.  8.4 Amendment  8.4.1 This Agreement may not be amended, modified or supplemented except by a written instrument executed by each of the Parties hereto. 8.5 Entire Agreement  8.5.1 This Agreement constitutes the entire agreement of the Parties relating to the subject matter hereof and supersedes any and all prior agreements, including letters of intent and term sheets, either oral or in writing, between the Parties with respect to the subject matter herein. 8.6 Counterparts 8.6.1 This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original but all of which together shall constitute one and the same instrument and any Party may execute this Agreement by signing any one or more of such originals or counterparts. The delivery of signed counterparts by facsimile transmission or electronic mail in “portable document format” (“.pdf”) shall be as effective as signing and delivering the counterpart in person. 8.7 Costs and Expenses 8.7.1 The Parties shall each be responsible for their own costs and expenses (and those of their respective advisers) in connection with the preparation and negotiation of this Agreement and the supply and evaluation of the Confidential Information. 8.8 Governing Law 8.8.1 The courts at Pune will have non-exclusive jurisdiction to deal with any Dispute which has arisen or may arise out of, or in connection with, this Agreement.  8.9 Term and Termination 8.9.1 All obligations undertaken with respect to the Confidential Information disclosed hereunder shall survive until the earlier of: (i) 6 months from the date of this Agreement; or, (ii) the consummation of the Transaction with the Recipient whereupon this Agreement (except any accrued rights) shall terminate.  8.10 Enforceability 8.10.1 If any provision of this Agreement shall be held invalid or unenforceable, such provision shall be deemed to be deleted from this Agreement and replaced by a valid and enforceable provision, which in so far as possible achieves the Parties’ intent in agreeing to the original provision. The remaining provisions of this Agreement shall continue in full force and effect to the maximum extent permitted by law or equity. 8.11 Authority 8.11.1 Each Party warrants that it has the authority to enter into this Agreement. 8.12 Further Assurance  8.12.1 The Parties shall use their reasonable commercial efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws and regulations to consummate or implement expeditiously the transactions contemplated by, and the agreements and understanding contained in this Agreement. 8.13 Legal and Prior Rights 8.13.1 All rights and remedies of the Parties hereto shall be in addition to all other legal rights and remedies belonging to such Parties and the same shall be deemed to be cumulative and not alternative to such legal rights and remedies aforesaid and it is hereby expressly agreed and declared by and between the Parties hereto, that the determination of this Agreement for any cause whatsoever shall be without prejudice to any and all rights and claims of any Party hereto, which shall or may have accrued prior thereto. 8.14 Independent Contractors 8.14.1 The Parties are independent contracting parties and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE DULY EXECUTED AND DELIVERED BY THEIR DULY AUTHORISED REPRESENTATIVES AS OF THE DAY AND YEAR HEREINABOVE WRITTEN <table width="867"> <tbody> <tr> <td> Signed and delivered for and on behalf of [●] By: Title: Authorised by resolution of the board of directors dated [●] </td> <td> Signed and delivered for and on behalf of [●] By: Title: Authorised by resolution of the board of directors dated [●] </td> </tr> </tbody> </table> </div> </div> </div> </div> <script type="text/javascript"> (function (require) { require(['/static/js/dateutil_factory.a28baef97506.js?raw'], function () { require(['js/dateutil_factory'], function (DateUtilFactory) { DateUtilFactory.transform('.localized-datetime'); }); }); }).call(this, require || RequireJS.require); </script> <script> function emit_event(message) { parent.postMessage(message, '*'); } </script> </div>

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