<div class="xblock xblock-public_view xblock-public_view-vertical" data-course-id="course-v1:EBC-Learning+law-contract+2025" data-init="VerticalStudentView" data-runtime-class="LmsRuntime" data-runtime-version="1" data-block-type="vertical" data-usage-id="block-v1:EBC-Learning+law-contract+2025+type@vertical+block@906ab58deda14c22a4837da4c3ea42b3" data-request-token="3974ef9e2dad11f1aa740242ac12000c" data-graded="False" data-has-score="False"> <div class="vert-mod"> <div class="vert vert-0" data-id="block-v1:EBC-Learning+law-contract+2025+type@html+block@3eef2c81722d499ca3e74caede286583"> <div class="xblock xblock-public_view xblock-public_view-html xmodule_display xmodule_HtmlBlock" data-course-id="course-v1:EBC-Learning+law-contract+2025" data-init="XBlockToXModuleShim" data-runtime-class="LmsRuntime" data-runtime-version="1" data-block-type="html" data-usage-id="block-v1:EBC-Learning+law-contract+2025+type@html+block@3eef2c81722d499ca3e74caede286583" data-request-token="3974ef9e2dad11f1aa740242ac12000c" 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"> Non-Disclosure Agreement - Mutual NDA-Sample Sale Deed </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 laws of India, bearing CIN [●] and having its registered office at [●] (hereinafter referred to as “ABC”, 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 “XYZ”, which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns) of the SECOND PART. “Parties” shall mean collectively ABC and XYZ and “Party” means each of ABC and XYZ 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 an App (hereinafter referred to as “Transaction”).</li> <li>In connection with those discussions, each Party 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 other Party.</li> <li>The Parties would like to protect the confidentiality and prevent the unauthorized use and disclosure of their 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 “Disclosing Party” shall have the meaning ascribed to the term in Clause 2.1; 1.1.5 “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;  1.1.6 “Recipient” shall have the meaning ascribed to the term in Clause 2.1; 1.1.7 “Representative” shall mean, in respect of a company, its associated companies, subsidiary undertakings, parent undertakings, shareholders, directors, employees, advisers, agents and consultants; and 1.1.8 “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, sub-headings, 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 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 (i) all information of whatever nature relating to the Transaction or the Parties and their respective businesses, that either Party (the “Disclosing Party”) and/or any of its Representatives may disclose and make available to the other Party (the “Recipient”) or any of its Representatives, whether in writing, orally or pursuant to visits to premises and in any form or medium in which such information may be recorded or kept; irrespective of whether such information is marked as “confidential” or not and irrespective of whether such information has any commercial value or not; (ii) analyses, compilations, studies and other material prepared by the Recipient and/or its Representatives which contain, reflect or are otherwise generated from the information described in (i) above; and (iii) the existence and contents of this Agreement and the existence and contents of the discussions between the Parties about the Transaction. 2.2 Confidential Information shall exclude information which: 2.2.1 is or becomes publicly available (other than as a direct or indirect result of any breach of this Agreement); or 2.2.2 is known to the Recipient before the date it is disclosed by the Disclosing Party or its Representatives; or is lawfully obtained by the Recipient after that date, other than from a source which is connected with the Disclosing Party and/or its Representatives and which, in either case, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality to the Disclosing Party or its Representatives. 2.3 For the avoidance of doubt, nothing contained herein shall compel or oblige the Disclosing Party to provide the Recipient or its Representatives with any or all of the Confidential Information requested by the Recipient or its Representatives and that the Disclosing Party shall be entitled at its sole discretion and opinion: 2.3.1 to decline to supply the Recipient and its Representatives with any part of such information; or 2.3.2 to determine whether information is suitable or necessary to be so disclosed. 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 Representatives for the purpose of the Transaction (“Authorised Recipients”) on a “need to know” basis in connection with the purposes set forth in this Agreement, on the condition that they themselves will not disclose, copy, reproduce or distribute it to any Person who is not an Authorised Recipient; 3.1.3 advise those Authorised Recipients who access the Confidential Information of their obligations with respect thereto;  3.1.4 not divulge the fact of discussions between the Parties in relation to the Transaction, or the status of such discussions or any due diligence to any Person who is not an Authorised Recipient; 3.1.5 hold the Confidential Information in strict confidence and take all reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Recipient employs with respect to its own confidential materials) and promptly notify the Disclosing Party if it suspects, or becomes aware of, any unauthorised access, use, storage, copying or disclosure of any part of the Confidential Information and give the Disclosing Party, at the Recipient’s cost, all reasonable assistance in connection with any action which the Disclosing Party takes or proceedings which the Disclosing Party institutes, in respect of the unauthorised access, use, copying or disclosure;  3.1.6 not copy, reproduce, reverse engineer, disassemble or decompile any prototypes, software, products, document or other tangible objects that embody the Disclosing Party’s Confidential Information; and  3.1.7 not challenge the Disclosing Party’s ownership of the Confidential Information.   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. For the avoidance of doubt, undertakings in this Agreement are given by the Recipient on its own behalf and as agent for each of its Authorised Recipients, and with their full knowledge and authority. On request, the Recipient and each Authorised Recipient shall promptly inform the Disclosing Party of its identity. 3.3 The Recipient may also disclose Confidential Information to the extent required: 3.2.1 by any order of any court of competent jurisdiction or any competent judicial, governmental, regulatory or supervisory body; 3.2.2 by the rules of any listing authority, stock exchange or any regulatory or supervisory body with which the Recipient is bound to comply; or 3.2.3 by the laws or regulations of any country with jurisdiction over the affairs of the Recipient; in which case, before it or any Authorised Recipient discloses any Confidential Information, the Recipient shall (to the extent permitted by law) inform the Disclosing Party of the full circumstances and the Confidential Information required to be disclosed and consult with the Disclosing Party as to possible steps to avoid or limit disclosure and take such of those steps as the Disclosing Party may reasonably require. 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 the Disclosing Party’s discretion, permanently remove or destroy all Confidential Information including notes and analysis containing the Confidential Information and other materials prepared by the Recipient and/or its Representatives which contain, or are otherwise generated from the Confidential Information (and copies of it, including information in electronic mode). The Recipient shall provide a confirmation in writing to the Disclosing Party that all Confidential Information has been returned or permanently destroyed, as the case may be. Any Confidential Information that is not returned or destroyed shall not be used by the Recipient in any manner whatsoever, and shall remain subject to the confidentiality obligations set forth in this Agreement. This Agreement will survive until all Confidential Information becomes publicly known and made generally available through no action or inaction of the Recipient. Further, the return of any of the Confidential Information, or the return, destruction or erasure of the items referred to herein, does not relieve the Recipient from any of its obligations under this Agreement. 4.2 Each Party agrees that, for a period of one (1) year from the date of this Agreement, it shall not, without the prior written consent of the other Party, solicit for employment any Person who works on matters pertaining to the Transaction, and is employed by the other Party. 4.3 The Parties may work together, may be supplementing and complimenting each other, may be taking assistance and help from each other in executing the Transaction on as and when required basis, etc. on a principal-to-principal basis. It is agreed therefore that neither Party shall circumvent the provisions of this Agreement, nor compete with the other Party or canvass, solicit, contact, enter into commercial arrangements, deal directly or otherwise exploit any ‘introduced persons’. Further, neither Party shall enter into a contract with any of the other Party’s clients, agents or Representatives, as introduced without the explicit permission/consent of the other Party in writing. 4.4 This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon the Recipient any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified hereunder. Furthermore, and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement. 5. REMEDIES 5.1 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. 5.2 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, to equitable relief, including injunctive relief and specific performance. 6. UNDERTAKINGS 6.1 The Recipient hereby acknowledges and agrees that: 6.1.1 the Confidential Information provided to the Recipient does not purport to be all inclusive and that no representation or warranty is made as to the accuracy, reliability or completeness of any of the Confidential Information;  6.1.2 the Disclosing Party does not accept any responsibility for any interpretation, opinion or conclusion that the Recipient may form as a result of examining the Confidential Information, nor accept any responsibility to inform the Recipient of any matter arising or coming to the Disclosing Party’s notice which may affect or qualify any Confidential Information which the Disclosing Party provides to the Recipient; and 6.1.3 it is making an independent assessment of the Confidential Information and that it will carry out, and rely solely on, its own investigation and analyses in relation to the Confidential Information and verify all information on which it intends to rely to its own satisfaction. 7. MISCELLANEOUS 7.1 Waiver 7.1.1 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. 7.2 Notices 7.2.1 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 ABC to: Attention: [●] Address: [●] E mail: [●] Phone: [●] Facsimile: [●] In the case of notice to XYZ: Attention: [●] Address: [●] E mail: [●] Phone: [●] Facsimile: [●] or at such other address as the Party to whom such notices, requests, demands or other communication is to be given shall have last notified the Party giving the same in the manner provided in this Clause, but no such change of address shall be deemed to have been given until it is actually received by the Party sought to be charged with the knowledge of its contents. 7.3 Assignment 7.3.1 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. 7.4 Amendment 7.4.1 This Agreement may not be amended, modified or supplemented except by a written instrument executed by each of the Parties hereto. 7.5 Entire Agreement 7.5.1 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. 7.6 Counterparts 7.6.1 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. 7.7 Costs and Expenses 7.7.1 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. 7.8 Governing Law 7.8.1 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. 7.9 Term and Termination 7.9.1. All obligations undertaken with respect to the Confidential Information disclosed hereunder shall survive until the earlier of: (i) 1 (one) 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. 7.9.1. The termination of this Agreement shall in no event terminate or prejudice: (i) any right or obligation arising out of or accruing under this Agreement attributable to events or circumstances occurring prior to such termination; (ii) any provision which by its nature is intended to survive termination, including the provisions of Clause 3 (Non-Disclosure and Permitted Use), Clause 5 (Remedies) and Clause 7 (Miscellaneous). 7.10 Enforceability 7.10.1 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. 7.11 Authority 7.11.1 Each Party warrants that it has the authority to enter into this Agreement. 7.12 Further Assurance 7.12.1 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. 7.13 Legal and Prior Rights 7.13.1 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. 7.14 Independent Contractors 7.14.1 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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