Contracts and agreements

Confidentiality and IP assignment agreement

0 of 32 blanks filled

CONFIDENTIALITY AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

This Confidentiality and Intellectual Property Assignment Agreement ("Agreement") is made and entered into at Place of execution on this Day of execution day of Month of execution, Year of execution

BETWEEN

Disclosing party name, a company incorporated under the Companies Act, 2013, having CIN Disclosing party CIN and registered office at Disclosing party address, represented by Disclosing party representative name, Disclosing party representative designation (hereinafter referred to as the "Disclosing Party", which expression shall, unless repugnant to the context, include its successors and permitted assigns)

Receiving party name, a Receiving party entity type having registered/registered office at Receiving party address, represented by Receiving party representative name, Receiving party representative designation (hereinafter referred to as the "Receiving Party", which expression shall, unless repugnant to the context, include its successors and permitted assigns)

The Disclosing Party and the Receiving Party are hereinafter individually referred to as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS:

1.The Disclosing Party is engaged in the business of Disclosing party business and possesses certain confidential information, proprietary data, trade secrets and intellectual property relating to its business.

2.The Receiving Party is engaged in the business of Receiving party business and the Parties desire to enter into discussions regarding Purpose of disclosure (the "Purpose").

3.In the course of such discussions, the Disclosing Party may disclose Confidential Information to the Receiving Party, and the Receiving Party may create or contribute to certain Intellectual Property for the Disclosing Party.

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

1. DEFINITIONS

1.1 "Confidential Information" means all information disclosed by or on behalf of the Disclosing Party to the Receiving Party, whether before or after the date of this Agreement, in any form or medium, including:

•(a) technical data, know-how, trade secrets, algorithms, source code, software, designs, drawings, specifications;

•(b) business information, financial data, business plans, forecasts, pricing, marketing strategies, customer and supplier lists;

•(c) personal data of employees, customers or other data subjects;

•(d) the existence and terms of this Agreement and of discussions between the Parties; and

•(e) all notes, analyses, summaries, compilations and other materials prepared by the Receiving Party containing or based upon the foregoing.

1.2 "Intellectual Property" or "IP" means all intellectual property of any nature worldwide, including patents, trademarks, service marks, trade names, domain names, copyright (including copyright in software), design rights, database rights, semiconductor layout designs, trade secrets, know-how, moral rights, and all applications, registrations, renewals and rights to apply for the foregoing.

1.3 "Assigned IP" means all Intellectual Property conceived, created, developed, reduced to practice or made by the Receiving Party, whether solely or jointly with others, in the course of performing work for or in connection with the Purpose, including Description of assigned IP.

1.4 "Purpose" shall have the meaning given in Recital 2.

2. SCOPE OF DISCLOSURE AND CONFIDENTIALITY OBLIGATIONS

2.1 The Receiving Party shall:

•(a) keep all Confidential Information strictly confidential and use the same degree of care (and no less than a reasonable degree of care) as it applies to its own confidential information;

•(b) use the Confidential Information solely for the Purpose and for no other purpose;

•(c) disclose the Confidential Information only to those of its employees, directors, professional advisors and consultants ("Representatives") who have a strict need to know for the Purpose, and who are bound by confidentiality obligations no less protective than those in this Agreement;

•(d) not reverse engineer, decompile or disassemble any software, prototypes or tangible objects disclosed; and

•(e) be liable for any breach of this Agreement by its Representatives.

2.2 The obligations in Clause 2.1 shall not apply to information which the Receiving Party can demonstrate by contemporaneous written records:

•(a) is or becomes generally available to the public other than through breach of this Agreement;

•(b) was lawfully in the Receiving Party's possession without restriction prior to disclosure;

•(c) is lawfully received from a third party without restriction and without breach of any obligation of confidentiality; or

•(d) is independently developed by the Receiving Party without use of or reference to the Confidential Information.

2.3 If the Receiving Party is required to disclose Confidential Information by law, regulation or order of a court or competent authority, it shall (to the extent legally permitted) promptly notify the Disclosing Party so that the Disclosing Party may seek a protective order, and shall disclose only that portion legally required to be disclosed.

3. ASSIGNMENT OF INTELLECTUAL PROPERTY

3.1 The Receiving Party hereby irrevocably and unconditionally assigns to the Disclosing Party, to the fullest extent permitted by law, all right, title and interest in and to the Assigned IP, including all copyrights, patent rights, trademark rights, design rights, trade secrets and all related rights, together with the right to sue for past infringements.

3.2 This assignment shall take effect immediately upon creation of the Assigned IP and no further instrument shall be required; provided that the Receiving Party shall, at the Disclosing Party's request and expense, execute all documents and do all acts necessary to vest, register, perfect or defend the Assigned IP in the name of the Disclosing Party, including filings under the Patents Act, 1970, the Trade Marks Act, 1999, the Copyright Act, 1957 and the Designs Act, 2000.

3.3 To the extent any moral right or author's special right in the Assigned IP cannot be assigned, the Receiving Party waives such right (to the extent waivable) and agrees not to assert it against the Disclosing Party or its licensees and assigns.

3.4 The Receiving Party shall keep complete and accurate records of all Assigned IP and shall promptly disclose the same to the Disclosing Party.

3.5 All Intellectual Property owned by the Disclosing Party prior to this Agreement or developed independently of the Receiving Party ("Background IP") shall remain the sole property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any right or licence in the Background IP except a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free right to use it solely for the Purpose during the term of this Agreement.

4. NO LICENCE

4.1 Except as expressly stated in this Agreement, no licence or other right is granted under any patent, trademark, copyright, design, trade secret or other Intellectual Property right, whether by implication, estoppel or otherwise.

5. PERSONAL DATA

5.1 To the extent any Confidential Information includes personal data, the Receiving Party shall process such personal data only for the Purpose, only on the Disclosing Party's documented instructions, and in compliance with applicable Indian law including the Digital Personal Data Protection Act, 2023, and shall implement reasonable security safeguards to prevent unauthorized access, use or disclosure.

6. RETURN OR DESTRUCTION OF MATERIALS

6.1 Upon the earlier of (a) completion or abandonment of the Purpose, or (b) written request by the Disclosing Party, the Receiving Party shall, within Return period (days) days, return or destroy (at the Disclosing Party's election) all documents and materials containing Confidential Information and all copies thereof, and certify the same in writing; provided that the Receiving Party may retain one copy for legal or regulatory compliance purposes, subject to continued confidentiality.

7. TERM AND SURVIVAL

7.1 This Agreement shall commence on the date first written above and continue for a period of Term in years years, unless terminated earlier by either Party upon Termination notice period (days) days' prior written notice.

7.2 The obligations of confidentiality shall survive termination or expiry of this Agreement for a period of Confidentiality survival period (years) years thereafter. The obligations in Clauses 3 (IP Assignment), 8 (Remedies), 10 (Indemnity), 11 (Dispute Resolution) and 12 (General) shall survive indefinitely or for so long as necessary to give them effect.

8. REMEDIES

8.1 The Parties acknowledge that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, in addition to all other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive and other equitable relief, including under the Specific Relief Act, 1963, without the necessity of posting a bond, and to seek specific performance of this Agreement.

9. NO WARRANTY

9.1 All Confidential Information is provided "as is". The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, and shall have no liability arising from the Receiving Party's use thereof except for fraud, wilful misconduct or gross negligence.

10. INDEMNITY

10.1 The Receiving Party shall indemnify, defend and hold harmless the Disclosing Party and its officers, directors and employees from and against all claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with:

•(a) any breach of this Agreement by the Receiving Party or its Representatives; or

•(b) any unauthorized use or disclosure of Confidential Information by the Receiving Party or its Representatives.

11. DISPUTE RESOLUTION AND GOVERNING LAW

11.1 This Agreement shall be governed by and construed in accordance with the laws of India, and the courts at Exclusive jurisdiction city shall have exclusive jurisdiction, subject to Clause 11.2.

11.2 Any dispute arising out of or in connection with this Agreement which is not resolved by mutual discussion within Amicable settlement period (days) days of written notice of the dispute shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator mutually appointed by the Parties, failing appointment within Arbitrator appointment period (days) days, appointed in accordance with the said Act. The seat and venue of arbitration shall be Arbitration seat and the language of arbitration shall be English. The award shall be final and binding. Subject to the above, the courts at Exclusive jurisdiction city shall have exclusive jurisdiction.

12. GENERAL

12.1 This Agreement constitutes the entire agreement between the Parties on its subject matter and supersedes all prior understandings, whether written or oral.

12.2 No amendment shall be valid unless in writing and signed by both Parties. No waiver shall be effective unless in writing, and no waiver of one breach shall constitute a waiver of any other breach.

12.3 Neither Party may assign this Agreement without the prior written consent of the other Party.

12.4 Notices shall be in writing and delivered by hand, registered post with acknowledgement due, or email to the addresses stated above (or as notified in writing), and shall be deemed received upon delivery or, for email, upon transmission without bounce-back.

12.5 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force, and the Parties shall substitute a valid provision that most closely reflects their original intent.

12.6 The Receiving Party acknowledges that it is not, by this Agreement, granted any right to use the Disclosing Party's trademarks or trade names, and that the Parties are independent contractors; nothing herein creates any partnership, agency, joint venture or employment relationship.

12.7 This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronically executed copies shall be treated as originals.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above.

For and on behalf of the DISCLOSING PARTY

Disclosing party representative name

Disclosing party representative designation

Signature:

Date: Disclosing party signature date

Place: Disclosing party signature place

Witness: 1. Disclosing party witness names 2. Disclosing party witness names

For and on behalf of the RECEIVING PARTY

Receiving party representative name

Receiving party representative designation

Signature:

Date: Receiving party signature date

Place: Receiving party signature place

Witness: 1. Receiving party witness names 2. Receiving party witness names