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Confidentiality & NDA
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (“Agreement”) is executed on this ___ day of _______, 20, by and between:
Aquacodes Technologies Pvt Ltd, a company incorporated under the Companies Act, 1956, having its registered office at ____________________________, (hereinafter referred to as “Aquacodes” which expression shall unless repugnant to the context or meaning thereof, include its affiliates, employees, assignees, subsidiaries, nominees, agents, and successors-in-interest) of the FIRST PART;
AND
Customer, (hereinafter referred to as the “Customer” which expression shall unless repugnant to the context or meaning thereof, include its affiliates, employees, assigns, subsidiaries, nominees, agents, and successors-in-interest) of the SECOND PART.
Collectively referred to as the “Parties” and individually as a “Party.”
RECITALS
WHEREAS Aquacodes is engaged in the business of providing Information Technology services;
WHEREAS Customer wishes to engage Aquacodes for data center related/hosting services;
AND WHEREAS the Parties recognize the confidential and proprietary nature of the information exchanged between them and wish to ensure its protection;
NOW, THEREFORE, the Parties hereby agree as follows:
1. CONFIDENTIAL INFORMATION
1.1 All information disclosed by one Party to the other, including but not limited to products, customers, development, sales, marketing, business activities, intellectual property, and trade secrets, shall be treated as Confidential Information.
1.2 Confidential Information remains the sole property of the disclosing Party and includes all related intellectual property rights.
1.3 Confidential Information includes information disclosed orally, in writing, visually, physically, or electronically. Oral disclosures shall be considered confidential if confirmed in writing within 30 days.
1.4 Information shall not be considered confidential if it is publicly available or becomes publicly available without breach of this Agreement.
2. NON-DISCLOSURE OBLIGATIONS
2.1 The receiving Party shall keep all Confidential Information strictly confidential and shall not disclose it to any third party without prior written consent, except as required by law, in which case the disclosing Party shall be notified promptly.
2.2 The Parties shall implement appropriate measures to prevent unauthorized disclosure or loss of Confidential Information. Any accidental or intentional breach shall be reported immediately, and remedial actions undertaken.
2.3 Confidential Information shall not be disclosed to subcontractors or used for purposes other than those agreed without prior written approval.
2.4 Confidential Information, including personal data, shall be protected in accordance with applicable data privacy laws.
2.5 Use of Confidential Information is limited solely to the purpose for which it was disclosed.
2.6 Copies or reproductions of Confidential Information shall not be made without prior written permission.
2.7 The Parties may disclose Confidential Information internally only on a need-to-know basis and shall ensure employees comply with confidentiality obligations.
2.8 Upon termination or completion of services, all Confidential Information must be returned or destroyed upon written request.
2.9 Breach of confidentiality obligations may result in injunctive relief and damages.
2.10 This confidentiality obligation shall survive for three (3) years from the date of disclosure.
3. INTELLECTUAL PROPERTY
3.1 Neither Party shall use the other Party’s intellectual property, including trademarks, patents, or copyrighted materials, for any purpose without prior written consent.
3.2 All Confidential Information and any derivatives created under this Agreement remain the property of the disclosing Party.
3.3 Works created by Aquacodes within the scope of this Agreement shall be considered “works made for hire.”
4. TERM
4.1 This Agreement shall remain in force for one (1) year from the date of signing, or co-terminus with any business agreement between the Parties, whichever is later.
5. GOVERNING LAW
5.1 This Agreement shall be governed by and construed in accordance with the laws of India.
6. ARBITRATION
6.1 Any disputes arising out of or related to this Agreement shall first be attempted to be resolved amicably within two (2) weeks.
6.2 If amicable resolution fails, disputes shall be referred to arbitration by a mutually agreed arbitrator, whose decision shall be final and binding.
6.3 Arbitration shall be conducted in India under the provisions of the Indian Arbitration and Conciliation Act, 1996 (or any statutory modifications thereof).
IN WITNESS WHEREOF,
The Parties hereto have caused this Agreement to be executed by their duly authorized representatives on the day and year first above written.
| For Aquacodes Technologies Pvt Ltd | For Customer |
|---|---|
| Name: _________________________ | Name: ___________________________ |
| Designation: ___________________ | Designation: ____________________ |
| Place: _______________________ | Place: _________________________ |