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DATED

<DATE><MONTH><YEAR>

NON-DISCLOSURE AGREEMENT

Between

THE BC MANAGEMENT SERVICES PRIVATE LIMITED

And

<NAME OF SERVICE PROVIDER>


THIS AGREEMENT is made on the [number] day of [month][year]

BETWEEN

(1) BC Management Services Pvt. Ltd. (BCMS), having its Registered Office at 17, Kasturba Gandhi
Marg, New Delhi 110001 and operational office at Advant IT Park, Tower B, 11 & 12 Floor, Sector 142,
Noida 201305 (hereinafter referred to as the BCMS which expression shall unless repugnant to the
context or meaning thereof be deemed to mean and include its entities, agents, legal representatives
and permitted assigns) of the First Part.

and

(2) [insert name and address details (and company number, if appropriate)].(the"[Please Insert]"
which expression shall unless repugnant to the context or meaning thereof be deemed to mean and
include its entities, agents, legal representatives and permitted assigns) of the Second Part.

BC Management Services Pvt. Ltd. and [Please Insert] shall hereinafter be individually referred to as
the Party and collectively referred to herein as the Parties

BACKGROUND

(A) The Parties intend to enter into various discussions and evaluations for the purpose of [name of other
party][providing [insert description of goods or services] to BC Management Services Pvt. Ltd. OR
working with BC Management Services Pvt. Ltd. on the [insert name or description] project OR
working with BC Management Services Pvt. Ltd. to develop [insert description] OR bidding to supply
certain services and/or goods to BC Management Services Pvt. Ltd. as set out in [insert here
reference to relevant PQQ, SOR, ITT or similar document, as appropriate]] (the Purpose).

(B) In the course of discussions and negotiations for the Purpose and also during the course of
implementing the Purpose, each Party may disclose to the other Party certain technical, business and /
or other information which is non-public, confidential and / or proprietary.

(C) For the purposes of this Agreement, Confidential Information means any commercial, technical,
financial and other information of whatever nature and in whatever form of either party, including,
without limitation, information and documentation in or relating to requirements for goods or services,
including IT systems, processes, software, data and hardware, pricing, business procedures, know-how,
trade secrets, trading practices, assets, personnel, customers and suppliers, business or financial plans
and financial projections, whether such content and information is disclosed or supplied by either party
or their directors, employees, representatives, officers, agents or advisors to the other (whether before
or after the date of this Agreement) or directly or indirectly comes to the attention of the other party and

Stamped and Signed by both the parties Date: <>

______________________________ ____________________________

RohitSaigal Managing Director <Vendor Representative>

For and on behalf of the For and on behalf of the

BC Management Services Pvt ltd. < Company name>

2
whether or not marked as Confidential, Proprietary or otherwise and this definition expressly includes
the existence of this Agreement and the fact that the parties are entering into the discussions and
evaluations contemplated by this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
Parties agree as follows:

1 Term:

This Agreement shall be effective for a period of [Please Insert] from the effective date and shall
continue to be in full force and effect in that period unless terminated earlier in accordance with this
Agreement.

2 Confidentiality Requirements:

In consideration of the parties agreeing to enter into discussions and supply Confidential Information to
each other, any party receiving Confidential Information (Receiving Party) shall (except as may be
agreed in writing by the party disclosing the Confidential Information or to which the Confidential
Information relates (Disclosing Party)):

3 not use or copy the Confidential Information other than as strictly required for the Purpose; and

4 not disclose the Confidential Information to any third party without the express written permission of the
Disclosing Party (except that the Receiving Party may disclose the Confidential Information to its
employees and agents who need access to the Confidential Information strictly in connection with the
Purpose and provided that such employees and agents are made aware of the confidential nature of the
Confidential Information and are subject to confidentiality obligations at least as onerous as those set
out in this Agreement).

5 not to copy in any manner any Confidential Information furnished in tangible form except for the
purposes of this Agreement, without the prior written consent of the Disclosing Party; and

6 restrict access to any Confidential Information to such of its employees, consultants, representatives,
advisors and agents who need to know such information for the purposes of approving, evaluating or
otherwise and ensure that such employees, consultants, representatives, advisors and agents are fully
aware of and agree to be bound by the terms of this Agreement in writing, prior to the disclosure of such
information to them; and

7 not to disclose any Confidential Information to any third party without the prior written consent of the
Disclosing Party and in the event that such disclosure is permitted, the Receiving Party will ensure that
such third party is fully aware of and agrees to be bound in writing by the terms of this Agreement; and

Stamped and Signed by both the parties Date: <>

______________________________ ____________________________

RohitSaigal Managing Director <Vendor Representative>

For and on behalf of the For and on behalf of the

BC Management Services Pvt ltd. < Company name>

3
8 be obligated to keep confidential the Confidential Information during the survival period; and

9 be obliged to keep confidential and not leak out the Confidential Information in case if the
negotiation and discussion fails; or
10 to be responsible for any breach of any of the undertakings contained in this Agreement, by any of its
directors, employees, consultants, advisers, agents and representatives; or

11 acknowledges that damages alone may not be an adequate remedy for breach of this Agreement and
that, accordingly, the Disclosing Party shall be entitled to seek the remedies of injunction, specific
performance and other equitable relief which may be appropriate for any threatened or actual breach by
the Receiving Party of the terms of this Agreement.

12 The parties acknowledge and confirm that this Agreement shall not place either party under any
obligation to enter into any further agreement(s) with the other party.

13 It is agreed between the Parties that the Disclosing Party gives no assurance about the accuracy,
completeness or adequacy of the Confidential Information which it discloses to the Receiving Party and
the Receiving Party will rely exclusively on the results of its own investigations carried out following the
supply of the Confidential Information under this Agreement. However, nothing in this Agreement
purports to exclude liability for any fraudulent statement or act.

14 Exclusions

Nothing in this Agreement shall prevent the Receiving Party from using or disclosing
information:

15 which the Receiving Party can demonstrate by written records was known to the Receiving Party prior
to the date of disclosure hereunder; or

16 which is public knowledge, or becomes public knowledge in the future, other than by breach of this
Agreement by the Receiving Party; or

17 which is lawfully disclosed to the Receiving Party by a third party which does not owe any duty of
confidence to the Disclosing Party or to any third party in respect of such information; or

18 which is independently developed by the Receiving Party without use of the Confidential Information; or

19 which is required by law to be released, provided the Disclosing Party is given as much prior written
notice as possible of such request; or

20 was lawfully within the possession of the Receiving Party prior to its disclosure to the Recipient by or on
behalf of the Disclosing Party provided that the Recipient had no reason to believe that the Recipient
was legally obligated to keep the same confidential

Stamped and Signed by both the parties Date: <>

______________________________ ____________________________

RohitSaigal Managing Director <Vendor Representative>

For and on behalf of the For and on behalf of the

BC Management Services Pvt ltd. < Company name>

4
21 Subpoenas, etc.:

4.1. In the event the Recipient is required to disclose Confidential Information to any third party to
comply with applicable laws or court orders, decrees or proceedings or governmental or
regulatory rules and regulations or for arbitration purposes, Recipient shall at all times give prior
written notice of such disclosure to the Disclosing Party and shall not oppose any action by the
Disclosing Party to obtain a protective order or other appropriate remedy or relief for such
Confidential Information.

4.2. In the event such protective order or other remedy is not obtained within [Please
Insert]hours/days from receipt of written notice from the Recipient then the Recipient will
furnish only such portion of the Confidential Information that Recipient is advised, by its legal
counsel in written form, as may be legally required and shall take all reasonable and lawful
actions to avoid and / or minimize the extent of such disclosure and shall also take all
reasonable and lawful steps to avoid and / or minimize the risk of any Confidential Information
being subsequently disclosed further

22 Representation or Warranty:

The Receiving Party:

5.1 agrees to assume full responsibility and liability for any and all conclusions it derives from the
Confidential Information; and
5.2. agrees that the Disclosing Party shall have no liability whatsoever to the Recipient or any other person
on any basis (including, without limitation, in contract, tort, or otherwise) in connection with the use of
such Confidential Information; unless expressly provided by written agreement between the Parties.

23 Background IPR;

All Background IPR is and shall remain the exclusive property of the party owning it at the date of this
Agreement (or, where applicable, the third party from whom that partys right to use the Background IPR
has derived). In this Agreement, Background IPR means any intellectual property rights belonging to,
or used under licence from a third party by, either party which relate to the Confidential Information.

24 License:

The Disclosing Party hereby grants to the Receiving Party a royalty-free, non-exclusive licence under its
Background IPR to copy and use the Confidential Information only as is strictly required for the
Purpose. The disclosure of the Confidential Information to the Receiving Party shall not constitute any
grant, option or licence to use the Confidential Information or the Disclosing Partys Background IPR in
any way other than strictly as required for the Purpose.

Stamped and Signed by both the parties Date: <>

______________________________ ____________________________

RohitSaigal Managing Director <Vendor Representative>

For and on behalf of the For and on behalf of the

BC Management Services Pvt ltd. < Company name>

5
25 Termination:

8.1 Upon termination of this Agreement or at any other time on the written request of the Disclosing Party,
the Receiving Party will immediately send to the Disclosing Party (or, at the Disclosing Partys option,
destroy) the Confidential Information and any copies of it made by or in the possession of or under the
control of the Receiving Party and will make no further use or disclosure of any of the Confidential
Information. However, nothing in this clause will prevent the Receiving Party from retaining (subject to
an ongoing duty of confidentiality) one copy of any Confidential Information that it is required to keep for
audit, regulatory or legal purposes only after having the written permission from Disclosing Party.

8.2 Either Party may terminate this Agreement at any time by giving the other Party [Please Insert] days
prior written notice.

26 Property Rights:

The Receiving Party agrees that Confidential Information provided by the Disclosing Party is and shall
remain the exclusive property of the Disclosing Party and the Receiving Party will not acquire by
implication or otherwise any right in title to or license in respect of any Confidential Information supplied
by or on behalf of or relating to the Disclosing Party.

27 Consequences of Breach

10.1. The Parties acknowledge that in the event that any provision of this Agreement is violated by the
Receiving Party, the affected Disclosing Party will suffer immediate, irreparable and incalculable
damages and the affected Disclosing Party shall be entitled to specific performance of this Agreement
and to injunctive relief against the offending Receiving Party to prevent the disclosure or unauthorized
use of the Confidential Information.

10.2 Nothing contained herein shall restrict the rights of the affected Disclosing Party to pursue any other
remedy at law or in equity with respect to such breach.

28 Survival:

The provisions of this Agreement shall survive the termination or expiration of this Agreement for a
period of _______months/years from such expiration or earlier termination and shall be complied with
by the Parties in the same manner as if the present Agreement is valid and in force even after
termination or expiry.

29 Governing Law and Jurisdiction:

Stamped and Signed by both the parties Date: <>

______________________________ ____________________________

RohitSaigal Managing Director <Vendor Representative>

For and on behalf of the For and on behalf of the

BC Management Services Pvt ltd. < Company name>

6
This Agreement shall be governed by and construed in accordance with the laws of the India, without
giving effect to its choice of laws rules and shall be submitted to the exclusive jurisdiction of the courts
of India.

30 Compliance with Laws

13.1 Parties shall perform their obligations under this Agreement in strict compliance with all laws, rules,
regulations, notifications and guidelines as may be applicable to them from time to time.

13.2 Neither party shall export, directly or indirectly, any technical data acquired from the other party
pursuant to this Agreement or any product utilizing any such data to any country for which the Indian
Government or any agency thereof at the time of export requires an export license or other government
approval without first obtaining such license or approval.

31 Waiver:

Any failure by either Party in exercising any right power or privilege hereunder shall not act as a waiver
hereunder nor shall any single or partial exercise hereof preclude any further exercise of any rights,
power or privilege by such Party;

32 Entire Agreement:

This Agreement constitutes the entire understanding between the Parties and may not be amended or
modified, in whole or in part, except by an agreement in writing signed by both the Parties.

33 Severability:

If any provision of this Agreement or part thereof is declared or found to be illegal, unenforceable or void
in any respect, the Parties shall negotiate in good faith to agree upon a substitute provision that is legal
and enforceable and is as nearly as possible consistent with the intentions underlying the original
provision. If the remainder of this Agreement is not materially affected by such declaration or finding and
is capable of substantial performance, than that term or provision or part thereof shall to the extent
deemed not to form part of this Agreement and the remainder of the Agreement will be enforced to the
extent permitted by law.

17. The parties acknowledge that BC Management Services Pvt. Ltd. is subject to the Freedom of
Information Act 2000 or any other equivalent legislation applicable in the relevant jurisdiction and,
notwithstanding anything to the contrary in this Agreement, may be obliged to disclose any information
(including Confidential Information) which it holds in response to a request received under that Act.

Stamped and Signed by both the parties Date: <>

______________________________ ____________________________

RohitSaigal Managing Director <Vendor Representative>

For and on behalf of the For and on behalf of the

BC Management Services Pvt ltd. < Company name>

7
Stamped and Signed by both the parties Date: <>

______________________________ ____________________________

RohitSaigal Managing Director <Vendor Representative>

For and on behalf of the For and on behalf of the

BC Management Services Pvt ltd. < Company name>

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