Please fill in the marked fields below to complete the NDA
Whereas the Undersigned has requested certain confidential information for the sole purpose (the “Purpose”) of considering and assessing the possibility of fully or partially acquiring two Companies or Businesses (jointly and or severally, the “Business”) represented by 2014 Ventures. (“Firm”)
And the Undersigned acknowledges that the disclosure of such confidential information could cause harm or adverse material determent to the well-being of the Business or the seller of the Business or Firm (jointly and or severally, the “Disclosing Party”)
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the Disclosing Party disclosing Confidential
Information (as defined herein) to the Undersigned and of the covenants and agreements contained in this Agreement, the
Undersigned agrees as follows:
1. The Undersigned acknowledges that the name of the Disclosing Party and certain confidential information (the “Confidential Information”) not available to the general public relating to the Business will be revealed to the Undersigned, including without limitation, trade secrets, proprietary, financial, corporate, marketing, product, research, technical, manufacturing and/or personnel information or any other information in any form or media, relating to the Disclosing Party, its affiliates, associates and/or other related entities and/or to any of their respective customers, suppliers and other business partners.
2. The Undersigned shall keep all of the Confidential Information in strict confidence and shall not, without the prior written consent of the Disclosing Party, directly or indirectly disclose, allow access to, transmit, transfer or make available to any person, Firm, company, consultant, partnership, entity or other party for any use whatsoever, any of the Confidential Information, other than to those parties who shall be made party to this Agreement.
3. The Undersigned further agrees not to interfere with any customers, clients, potential customers or potential clients of the Business or Disclosing Party, or any employees, independent contractors, associates or affiliates of the Business for a period of 30 months after the date of this Agreement.
4. The Undersigned will not make any statements, in public or private, about the Business, the Disclosing Party or any of the Confidential Information revealed to the Undersigned pursuant to this Agreement.
5. The Undersigned acknowledges that the Confidential Information, including all patent rights, trade secrets, copyrights and all other intellectual property and proprietary rights related thereto, is and shall be the sole and exclusive property of the Disclosing
Party and that the Undersigned shall not acquire any right, title or interest in or to the Confidential Information or to any intellectual property or other proprietary rights related thereto.
6. The Undersigned shall use any Confidential Information disclosed hereunder solely to fulfill the Purpose and shall not, either directly or indirectly use the Confidential Information, or assist any other party to use the Confidential Information, for any other reason or in any other manner.
7. The Undersigned agrees not to, either directly or indirectly, copy or reproduce the Confidential Information in any manner whatsoever and that all Confidential Information in the Undersigned’s possession, custody, charge or control shall be stored in a secure place.
8. Upon fulfillment of the Purpose or at any time upon request by Firm or the Disclosing Party, the Undersigned shall immediately return all Confidential Information in the Undersigned’s possession, charge, control or custody and shall ensure that any third party permitted to receive the Confidential Information hereunder, shall do the same.
9. The Undersigned acknowledges that a breach of this Agreement, directly or indirectly, would result in irreparable damage and/or adverse material detriment to Firm and the Disclosing Party and that money damages may not be a sufficient remedy for a breach by the Undersigned of this Agreement. The Undersigned agrees that, in addition to any other remedy to which firm and the Disclosing Party may be entitled at law or in equity, Firm and the Disclosing Party shall be entitled to injunctive relief to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction.
10. Nothing in this Agreement obligates the Disclosing Party to make any particular disclosure of Confidential Information to the Undersigned.
11. For purpose of ensuring the protection of privacy of personal information, the Undersigned shall at all times comply with the Personal Information Protection Act (India) in exercising any right, power or authority or in performing any obligation, duty, covenant or responsibility under this Agreement.
12. The Undersigned shall indemnify and hold the Disclosing Party and Firm harmless from and against any and all claims, suits, losses, damages, costs or expenses, including reasonable legal fees, incurred or suffered by the Disclosing Party as a result of the Undersigned, or its directors, officers, employees or consultants, as applicable, using or disclosing the Confidential Information other than in accordance with this Agreement, whether the use or disclosure is done negligently or otherwise.
13. The Undersigned agrees not to contact the Disclosing Party, or agents, customers, vendors , associates, affiliates, employees, or independent contractors of the Business directly or indirectly and understand that all negotiations, inquiries, investigations, offers to purchase, and/or letters of intent must be made through Firm.
14. This Agreement shall apply to any Confidential Information supplied or previously supplied to the Undersigned by Firm, verbally or in writing.
15. The Undersigned acknowledges that the Confidential Information is believed by the Disclosing Party to be reliable for the Purpose.
16. The Disclosing Party, its officers, directors, employees or Firm shall not incur any liability as a result of furnishing the Undersigned with the Confidential Information nor any liability for the costs incurred or to be incurred by the Undersigned’s use or reliance upon the Confidential Information.
17. The Undersigned acknowledges that all Confidential Information has been provided to Firm by the Disclosing Party and that Firm makes no representations or warranties, expressed or implied, regarding the accuracy or completeness of the Confidential Information provided hereunder. Firm expressly disclaims any liability for any representations or warranties, express or implied, contained in the Confidential Information.
18. Notwithstanding the cessation of negotiations or the fulfilment of the Purpose, this Agreement will remain in full force and effect so long as any of the Confidential Information has not been generally disclosed to the public or published in or otherwise ascertainable from any source available to the public generally.
19. The Undersigned has been advised that Firm is an agent for the Disclosing Party, as a Vendor, in this transaction and agrees that should the Undersigned buy, lease or come into possession of the Business during the listing term or within one year from the date of this Agreement, the Undersigned will not interfere with Firm’s right to fees or commissions in accordance with Firm’s agreement with the Disclosing Party.
20. The Undersigned acknowledges that Firm may represents the interests of the Vendor and the Purchaser and may be in a Dual Agency or Limited Dual Agency relationship. The undersigned understands such Agency Relationship and consents to Firm acting in such capacity.
21. No Contra Proferentem. This Agreement will be interpreted neutrally, without regard to the party drafting this Agreement.
22. The Undersigned acknowledges that the covenants and conditions set out in this Agreement are reasonable and necessary for the protection of the Business.
23. This Agreement may not be assigned by the Undersigned.
24. This Agreement will be governed by, and construed in accordance with the laws of the district of Bangalore, India and the parties agree to attorn to the exclusive jurisdiction of the courts of Bangalore, India.
25. The invalidity, illegality, or unenforceability of any obligation or provision under this agreement shall not effect or impair the enforceability or legality of any remaining provision or obligation under this agreement.