Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (“Agreement”)Best Nanotech Pvt Ltd, a company incorporated under the Companies Act, 2013, having its registered office at 111, Bakhtawar Singh Block , Khel Gaon , Asiad Village New Delhi 110048, India, acting through its division Nanotech Academy (“Nanotech Academy”),Nanotech Academy and Supplier each a “Party” and collectively the “Parties.”
Purpose
The Parties wish to explore or perform a business relationship under which each Party may disclose to the other certain non-public, confidential, and proprietary information (“Purpose”).
Definitions
- “Confidential Information” means all information disclosed by a Disclosing Party (whether orally, in writing, by demonstration, or by any other means) that is designated in writing as “confidential” or “proprietary” or that by its nature would reasonably be understood to be confidential. This includes, without limitation, technical data, know-how, trade secrets, software (source code and object code), designs, processes, specifications, business plans, customer lists, pricing, financial information, forecasts, and marketing strategies.
- “Disclosing Party” means the Party disclosing Confidential Information.
- “Receiving Party” means the Party receiving Confidential Information.
Exclusions
- Confidential Information does not include information that the Receiving Party can document:(a) was in the public domain at or prior to disclosure;
(b) became public other than by a breach of this Agreement;
(c) was lawfully in its possession prior to disclosure without obligation of confidentiality; or
(d) was independently developed without use of the Disclosing Party’s Confidential Information.
Non-Use and Non-Disclosure
- The Receiving Party shall use Confidential Information only for the Purpose and shall not use it for any other purpose.
- The Receiving Party shall not disclose Confidential Information to any third party except to those of its officers, employees, consultants, and agents who (i) need to know for the Purpose and (ii) are bound by confidentiality obligations no less restrictive than those herein.
- The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.
- If compelled by law or court order to disclose Confidential Information, the Receiving Party shall give prompt written notice to the Disclosing Party (unless prohibited by law) and cooperate in seeking a protective order or other appropriate remedy.
Return or Destruction
Upon the Disclosing Party’s written request or upon termination of this Agreement, the Receiving Party shall promptly (a) cease all use of the Confidential Information, and (b) return or destroy (at the Disclosing Party’s option) all materials containing or embodying Confidential Information, including all copies, extracts, and summaries.
No License or Other Rights
Nothing in this Agreement grants any license, ownership, or other rights in or to any Confidential Information or any intellectual property of the Disclosing Party, except the limited right to use for the Purpose. Neither Party is obligated to proceed with any proposed transaction.
Term and Survival
- This Agreement shall commence on the Effective Date and shall continue for a period of three (3) years unless terminated earlier by either Party upon thirty (30) days’ written notice.
- The obligations of non-use and non-disclosure with respect to each item of Confidential Information shall survive for a period of five (5) years from the date of disclosure or until such time as the Confidential Information falls within an exclusion set forth in Section 3, whichever is later.
Remedies
The Receiving Party acknowledges that monetary damages may be inadequate to remedy a breach of this Agreement and agrees that the Disclosing Party shall be entitled to seek injunctive relief or specific performance, in addition to any other remedies available at law or equity.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of India without reference to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts of New Delhi, India.
Miscellaneous
- Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding the subject matter herein and supersedes all prior discussions and agreements.
- Amendment. No amendment or waiver of any provision of this Agreement shall be valid unless in writing and signed by both Parties.
- Assignment. Neither Party may assign or transfer this Agreement without the other Party’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.
- Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
- Waiver. No failure to enforce any provision shall constitute a waiver of any right.
