| Non-Disclosure and Non-Circumvention Agreement | |
|---|---|
| This Non-Disclosure and Non-Circumvention Agreement (the “NDNCA” or the “Agreement”) is entered on July 02, 2021, by and between (individually hereinafter the “Party” and collectively hereinafter the “Parties”): | |
| Basiz, having PAN Number ASWER2345L, issued by the MUMBAI a company incorporated under the laws of India and having its registered office at Aerocity,Sakinaka hereinafter referred to as “Basiz” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns, as the case may be) of the FIRST PART, (defined as the “First Party”/ “Basiz”/ “Service Provider”); represented by Mr.Nitish shetty, Senior HR;
And Vaani, having CIN Number U12345TJ2014PTC123456, issued by the Mumbai a company incorporated under the laws of India and having its registered office at IT Park,Chennai, hereinafter referred to as “Vaani” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns, as the case may be) of the SECOND PART, (defined as the “Second Party”/ “Vaani”/ “Service Receiver”) represented by Mr.Swapnil Padelkar, Manager |
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| Preamble: | |
| First Party is engaged in the business of Fund Investment. | |
| Second Party is engaged in the business of Development. | |
| Both parties are exploring 801,Aerocity,Mumbai. | |
| Both party’s desire to work together for mutual benefit. | |
| To enable the Parties to move ahead in this matter, information exchange is required, and this Agreement covers the various aspects of information exchange and non-circumvention between the Parties. | |
| NOW, therefore, the Parties agree as follows: | |
| 1. | Objectives |
| 1.1 | The main objectives sought from the signing of this NDNCA are to ensure total confidentiality of the information exchanged between the Parties. |
| 2.0 | Agreements |
| 2.1 | Purpose: The Parties wish to evaluate the Transaction and, in connection with this opportunity, may disclose to the other certain confidential technical and business information, which each desire the other to treat as confidential. |
| 2.2 | Confidential Information: The Confidential Information means any information disclosed by the Parties, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation concepts, ideas, documents, prototypes, samples, plant and equipment), which is designated as "Confidential", "Proprietary" or some similar designation. Information communicated orally shall be considered Confidential Information if such information is designated as being confidential or proprietary at the time of disclosure and is evidenced in writing and confirmed to the Party receiving the information (“Receiving Party”) as being Confidential Information within fifteen (15) days after the initial disclosure. Confidential Information shall not, however, include any information which (i) was publicly known and available in the public domain prior to the time of disclosure by the Party disclosing the information (“Disclosing Party”); (ii) becomes publicly known and available in the public domain after disclosure by the Disclosing Party through no action or inaction of the other Party; (iii) is in the possession of the Receiving Party at the time of disclosure by Disclosing Party; (iv) is independently developed by Receiving Party without use of or reference to the Disclosing Party"'"s Confidential Information; (v) is received by a Party from a third party with the right to make that disclosure; (vi) is furnished to a third party by the Disclosing Party without restrictions similar to the terms hereof on the third party"'"s right to use or disclose; (vii) is required by law to be disclosed by the Party, provided that the Party gives the Disclosing Party prompt written notice of such requirement, and where reasonably possible and unless prohibited by any such law or any competent enforcement authority, prior to such disclosure; or (viii) has been approved for use or disclosure by Disclosing Party. |
| 2.3 | Ownership of Confidential Information: All Confidential Information and all material items delivered by the Disclosing Party to the Receiving Party, remains the property of the Disclosing Party and no license or other rights in the Confidential Information are granted to the Receiving Party by this NDNCA or by the act of disclosure. No rights, obligations, representations or terms other than those expressly set forth herein are to be implied from this NDNCA. In particular, without limitation, no license is hereby granted directly or indirectly to any of the Parties or their respective employees (a) under any patent, trademark, trade secrets or copyright, or (b) to use the other Party’s name, trade names, trademarks, service marks, logos or designs for any purpose, without the other Party’s prior written permission. |
| 2.4 | Non-Use and Non-Disclosure: The Parties agree not to use any Confidential Information of the Disclosing Party for any purpose except to evaluate and engage in discussions concerning a business relationship between the Parties. All Parties agree not to disclose any Confidential Information of the other Party to third parties or to their employees, except to those employees, officers, directors, agents, potential co-investors or shareholders, and professional financial, audit, legal, and/or industry consultants or advisors (collectively “Representatives”) who are required to have the information in order to evaluate or engage in discussions concerning the Transaction. |
| 2.5 | Recipients’ Obligations: The Parties expressly agree that the Receiving Party shall not use Confidential Information in the development of any products or services for its own account or for the account of a third party unless expressly agreed to by the Disclosing Party in writing. Further, the Parties agree not to use the Confidential Information for purposes other than that necessary to consider the possibility of entering into a business relationship or transaction between the Parties. The Receiving Party shall protect the Confidential Information by using the same degree of care, but no less than reasonable care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the Receiving Party uses to protect its own Confidential Information. The Receiving Party shall limit its internal disclosure of the Confidential Information to only those Representatives who have a need to know the information for the limited purpose of the Transaction. All the Parties agree that they will direct their Representatives to maintain the confidentiality of the Confidential Information. The obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against the Receiving Party, nor by the rejection of any Agreement between the Disclosing Party and Receiving Party, by a trustee of Receiving Party in bankruptcy, or by the Receiving Party as a debtor-in-possession or the equivalent of any of the foregoing under local law. Notwithstanding anything contained in this Agreement, the Receiving Party is allowed to disclose Confidential Information to the auditors and regulators and retain such information for compliance with internal and external audit and regulatory requirements. |
| 2.6 | Restrictions and Exceptions: The Parties agree to maintain the confidentiality of the Confidential Information and to prevent its unauthorized dissemination or use; provided, however, that this NDNCA shall impose no such obligations with respect to Confidential Information which is 1) publicly known or becomes publicly known through no unauthorized act of the Receiving Party, 2) known by the Receiving Party prior to the date of this NDNCA, which prior knowledge is evidenced in writing, 3) disclosed to the Receiving Party by a third party with the right to make that disclosure, or 4) independently developed by the Receiving Party without any use of or reliance upon the disclosed Confidential Information. In the event of a disclosure required pursuant to a requirement of a governmental agency or law, the Party seeking to disclose Confidential Information will provide to the Disclosing Party notice prior to such disclosure in order to afford the Disclosing Party a reasonable opportunity to file objections to the disclosure with the appropriate entity. |
| 2.7 | Maintenance of Confidentiality: All Parties agree that it shall take reasonable measures to protect the secrecy of and avoid disclosure of the Confidential Information of the Disclosing Party. Without limiting the foregoing, all Parties agree they shall take at least those measures that it employs to protect its own confidential information. |
| 2.8 | No Obligation: Nothing contained in this Agreement shall obligate any Party to proceed with any transaction between the Parties, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity. This Agreement shall not be construed as a partnership, joint venture or other such arrangement. Nothing in this Agreement shall grant to any Party the right to make commitments of any kind for or on behalf of the other Party without the prior written consent of the other Party. Nothing in this Agreement shall prevent any Party from entering into discussions with other third parties in relation to transactions of a similar nature. |
| 2.9 | Return of Materials: All documents and other tangible objects containing or representing Confidential Information which has been disclosed by any Party, or all copies thereof which are in the possession of the Receiving Party, shall be promptly returned to the Disclosing Party upon Disclosing Party’s written request, except where allowed by the Agreement. Notwithstanding, anything contained in this Agreement the Receiving Party shall not be required to return or destroy any Confidential Information that is stored in any automatic electronic archiving or back-up system (“Electronic Information”) where it is not reasonably practicable to retrieve or delete the same, provided that the Receiving Party shall maintain the confidentiality of such legal information, secondary information and Electronic Information in accordance with the terms of this Agreement. |
| 2.10 | No License: Nothing in this agreement is intended to grant any rights to any Party under any patent, mask, work right or copyright of the Disclosing Party, nor shall this Agreement grant any Party any rights in or to Confidential Information except as expressly set forth herein. |
| 2.11 | Residual Information: All Parties shall have the right to use and exploit Residuals for any purpose after the return of the Disclosing Party's Confidential Information. As used herein, "Residuals" shall mean ideas, information and understandings retained in the memory of employees as a result of their review, evaluation and testing of the Confidential Information of the Disclosing Party after the return thereof. |
| 2.12 | Non-Circumvention: All parties agree to the non-circumvention principle detailed below: |
| i. | Each Party agrees to respect the business process and scopes of services discussed and agreed upon and not circumvent the other party by using, in any manner, any Confidential Information of the other Party to go directly to prospective clients and/or suppliers with whom the other Party is working. |
| ii. | Each Party agrees and understands that the other Party contacting or attempting to contact prospective clients or suppliers (either directly or through a third party) as immediately above stated for the purpose of entering into an agreement regarding the proposed transaction without the specific written permission of all parties will constitute an act of circumvention. It is further understood that if a party violates any term of this Agreement, the violating party will indemnify the other party against any and all losses incurred by the non-violating party and will be liable to the non-violating party for any losses incurred as a direct or indirect result of such circumvention. |
| iii. | The parties acknowledge and agree that money damages would not be a sufficient remedy for any breach of this Agreement and that the aggrieved party shall be entitled to specific performance and injunctive or other equitable relief specific to this Agreement as a remedy for any such breach. Such remedies shall not be deemed to be the aggrieved party’s exclusive remedy for breach of this Agreement but shall be in addition to all other remedies that may be available at law or equity. |
| 2.13 | Miscellaneous: This Agreement shall be governed by and construed in accordance with the laws of India. All Parties shall endeavor to resolve any dispute that may arise between them in connection with the interpretation or performance of this Agreement amicably to the extent possible. If they are unable to resolve their dispute within 60 days from the date on which any Party informs the others that a dispute situation has arisen, the Parties shall refer the matter of dispute to arbitration in accordance with the Arbitration rules in India. This document contains the entire Agreement between the Parties with respect to the subject matter hereof, and no Party shall have obligations, express or implied by law, with respect to trade secret or proprietary information of the Disclosing Party except as set forth herein. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by all Parties hereto. |
| 3.0 | Execution |
| 3.1 | This NDNCA shall remain in effect for a period of one year from the date of execution of the Agreement. |
| 3.2 | This Agreement and any amendment hereto may be executed in counterparts, each of which, when executed and delivered, shall be deemed an original and all of which taken together shall constitute one and the same instrument. This Agreement may be delivered by official facsimile or electronically by official email. |
| IN WITNESS WHEREOF, THE PARTIES HERETO HAVE AFFIXED THEIR SIGNATURES ONTO AND/OR EXECUTED THIS NDNCA ON THE DAY AND YEAR FIRST ABOVE WRITTEN. | ||
|---|---|---|
| SIGNATURE | Basiz | Vaani |
| NAME | Mr.Nitish Shetty | Mr.Swapnil Padelkar |
| ADDRESS | Aerocity,Sakinaka | IT Park,Chennai |
| EMAIL ADDRESS | nititshs@gmail.com | swapnilp@gmail.com |
| TELEPHONE NUMBER | 8974569874 | 8523697412 |
| DATE | July 02, 2021 | July 02, 2021 |