a) The term “Confidential Information” shall refer to any information, materials, documents, know-how or data disclosed or made available by CUSTOMER to MCRPL relating to the business, plans and/or activities of CUSTOMER, its affiliates and/or clients. Confidential Information shall include by way of illustration, but without limitation, designs, drawings, prototypes, software, hardware, developments, inventions, processes, techniques, specifications, product information, technical information, business information and plans, customer information and plans, and financial information and plans. Confidential Information includes, without limitation, information, materials, documents and data in oral, written, visual, pictorial, graphical, and/or electronic format. Confidential Information shall also include, without limitation, analyses, compilations, reports or other documents prepared by CUSTOMER which contain or otherwise reflect the Confidential Information disclosed to MCRPL.
b) “Confidential Information” shall, however, not include information which: (i) is or becomes publicly known or readily ascertainable by the public through no wrongful act of MCRPL; (ii) is or becomes available to MCRPL on a non-confidential basis from a source other than CUSTOMER, provided that the source is not bound by a confidentiality and/or nondisclosure agreement with CUSTOMER; (iii) is independently developed by MCRPL without reference to the Confidential Information of CUSTOMER as can be evidenced by MCRPL written records; or (iv) was in MCRPL possession prior to it being furnished to MCRPL by CUSTOMER.
c) The Parties recognize and agree that nothing contained in this Agreement shall be construed as granting or conferring any rights, by license or otherwise in any Confidential Information disclosed pursuant to this Agreement, or under any trademark, copyright or any other intellectual property right. All Confidential Information shall remain the property of CUSTOMER.
a) MCRPL agrees to hold the Confidential Information in strict confidence, to use such Confidential Information solely to the extent necessary to accomplish the purpose for which the Confidential Information was disclosed and not to (a) make any unauthorized use, or allow any third party to make any unauthorized use, of such Confidential Information; (b) disclose, deliver, distribute, display, demonstrate or otherwise make available such Confidential Information to any third party; and (c) reverse engineer, decompile or disassemble any computer program included in such Confidential Information.
b) The Confidential Information may only be disclosed within MCRPL organization on a “need-to-know” basis, and MCRPL agrees to (i) advise its employees and other personnel who receive the Confidential Information of the existence and terms of this Agreement and the obligations of confidentiality and non-disclosure herein; and (ii) to treat such Confidential Information with at least the same degree of care as similar information of MCRPL is treated within MCRPL organization, which shall at a minimum be a reasonable standard of care.
c) Upon the conclusion of a business transaction, or upon the earlier request of CUSTOMER, MCRPL shall immediately return all Confidential Information provided by CUSTOMER to MCRPL, and any copies thereof, or certify that any such Confidential Information has been destroyed; provided, however, that any obligation to return or destroy Confidential Information shall not apply to Confidential Information that (i) forms part of an electronic back-up system that is not immediately retrievable as part of the day to day business of MCRPL or (ii) may be reasonably required pursuant to MCRPL internal record retention policies and procedures or in accordance with applicable law or regulation. Such retention shall be in accordance with the confidentiality obligations specified in this Agreement.
a) Notwithstanding anything contained herein to the contrary, Confidential Information may be disclosed if MCRPL becomes legally compelled to disclose the Confidential Information, MCRPL will provide CUSTOMER prompt written notice so that CUSTOMER may seek a protective order, seek another appropriate remedy, or waive MCRPL compliance with the Agreement. If CUSTOMER waives MCRPL compliance with the Agreement or fails to obtain a protective order or other appropriate remedy, MCRPL will furnish only that portion of the Confidential Information that is legally required to be disclosed and will use its best efforts to obtain confidential treatment for such Confidential Information.
a) This Agreement will terminate two (2) years after the Effective Date, or may be terminated by CUSTOMER at any time upon thirty (30) days written notice to MCRPL. MCRPL obligations under this Agreement will survive termination of this Agreement and will be binding upon MCRPL heirs, successors, and assigns. MCRPL obligations with respect to Confidential Information that constitutes a trade secret will in no event terminate so long as such information constitutes a trade secret under any applicable law.
CUSTOMER retains the right to determine, in its sole discretion, what information, properties and personnel it will make available to MCRPL or its Representatives. To the extent permitted by law, Confidential Information is disclosed on “As-Is” basis, MCRPL understands, acknowledges and agrees that neither CUSTOMER nor any of its Representatives has made or is making, and MCRPL is not relying on, any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. MCRPL agrees that neither CUSTOMER nor any of its Representatives shall have any liability to MCRPL or to any of its Representatives relating to or resulting from the use of the Confidential Information or any errors therein or omissions there from.
All Confidential Information disclosed under this Agreement shall be and remain the property of CUSTOMER. No licenses or rights under any patent, copyright, trademark or other intellectual property of CUSTOMER are granted or are to be implied either by this Agreement or by the disclosure or acceptance of any Confidential Information under this Agreement. At CUSTOMER request, MCRPL shall (a) return to CUSTOMER or destroy (with such destruction certified in writing) all Confidential Information (including, without limitation, any derivatives, portions, notes, copies or summaries thereof) in the possession or under the control of the MCRPL or any of its Representatives, and (b) destroy (with such destruction certified in writing) materials generated by MCRPL or any of its Representatives that include or refer to any part of the Confidential Information, in each case without retaining a copy of any such information and materials.
MCRPL acknowledges that the provisions of this Agreement are essential for the protection of CUSTOMER legitimate business interests and are fair and reasonable in scope and content, and MCRPL agrees that an award of money damages would be inadequate for any breach of this Agreement by MCRPL or its Representatives and that any such breach would cause CUSTOMER irreparable harm. Accordingly, in addition to any other remedies that may be available at law or in equity, CUSTOMER shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including, without limitation, injunctive relief and specific performance, as a remedy for any such breach. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that MCRPL or any of its Representatives has breached this Agreement, MCRPL shall reimburse CUSTOMER for his costs and expenses (including, without limitation, legal fees and expenses) incurred in connection with such litigation.
This Agreement and any dispute arising hereunder or in connection with the matters contemplated hereby, whether in contract, tort or otherwise, shall be governed by, and construed in accordance with, the laws of India. The parties irrevocably agree that the courts of Bengaluru shall have exclusive jurisdiction to settle any dispute.
Neither party shall directly or indirectly, solicit or hire, employees/contractors of the other party, or cause or seek to cause to leave the employment of the other party during the term of this Agreement and for a period of two (2) years after any termination of the Agreement.
No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and signed by both the Parties. No failure or delay by a Party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed an original copy of this Agreement, and all of which, taken together, shall be deemed to constitute one and the same Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect.
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Name : Mr. Jignesh Bhate
Title : Founder & Chief Executive Officer
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