One-way non-disclosure agreement

ONE-WAY NON-DISCLOSURE AGREEMENT

THIS ONE-WAY NON-DISCLOSURE AGREEMENT (the "Agreement") is executed at Place of execution on this Day of execution day of Month of execution, Year of execution (the "Execution Date")

BY AND BETWEEN

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

OF THE ONE PART;

AND

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

OF THE OTHER PART.

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

RECITALS

WHEREAS:

NOW, THEREFORE, in consideration of the mutual covenants contained herein and the disclosure of Confidential Information by the Disclosing Party, the Parties agree as follows:

1.1 "Confidential Information" means any and all information disclosed by or on behalf of the Disclosing Party to the Receiving Party, whether before or after the Execution Date, whether disclosed orally, in writing, electronically, visually or by any other medium, and whether or not marked or identified as confidential, including without limitation: (a) business plans, strategies, forecasts and market analyses; (b) financial information, accounts and pricing; (c) technical data, designs, source code, algorithms, know-how, trade secrets and inventions; (d) customer, supplier, vendor and employee information; (e) marketing and sales information; (f) intellectual property and proprietary rights of any nature; and (g) the existence and terms of this Agreement and the Proposed Transaction.

1.2 "Representatives" means, in respect of a Party, its directors, officers, employees, professional advisors, auditors and consultants, and Authorised affiliates description.

1.3 "Permitted Purpose" means the Purpose stated in Recital (a) above and the evaluation, negotiation and/or consummation of the Proposed Transaction, and for no other purpose whatsoever.

2.1 The Receiving Party shall: (a) keep and maintain all Confidential Information in strict confidence; (b) use the Confidential Information solely for the Permitted Purpose; (c) not disclose, publish or otherwise make available any Confidential Information to any third party without the prior written consent of the Disclosing Party; and (d) apply not less than the same degree of care it applies to its own confidential information, and in no event less than reasonable care.

2.2 The Receiving Party may disclose Confidential Information to its Representatives who have a strict need to know for the Permitted Purpose, provided the Receiving Party: (a) informs such Representatives of the confidential nature of the information; and (b) ensures such Representatives comply with obligations no less stringent than those in this Agreement. The Receiving Party shall be responsible and liable for any breach of this Agreement by its Representatives.

2.3 The Receiving Party shall promptly notify the Disclosing Party in writing upon becoming aware of any unauthorised use, disclosure or loss of Confidential Information, and shall cooperate with the Disclosing Party in all reasonable measures to remedy such breach or mitigate its effects.

3.1 The obligations in Clause 2 shall not apply to information which the Receiving Party can demonstrate by contemporaneous written records: (a) was or becomes generally available to the public other than through any breach of this Agreement; (b) was lawfully in the Receiving Party's possession prior to disclosure by the Disclosing Party, free of any obligation of confidence; (c) is lawfully received from a third party without breach of any obligation of confidence; (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (e) is required to be disclosed by law, regulation, or an order of a court, tribunal or governmental authority of competent jurisdiction, provided that the Receiving Party shall, to the extent legally permitted, give the Disclosing Party prompt written notice of such requirement and reasonable assistance in seeking protective treatment, and shall disclose only that portion legally required to be disclosed.

4.1 All Confidential Information shall remain the sole and exclusive property of the Disclosing Party. No licence, assignment or other right, title or interest in or to any Confidential Information or any intellectual property of the Disclosing Party is granted to the Receiving Party, whether by implication, estoppel or otherwise.

4.2 All Confidential Information is provided "AS IS". The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness or fitness for any purpose of the Confidential Information, and shall have no liability arising from the Receiving Party's use thereof, except in the case of fraud or wilful misconduct.

5.1 Upon the earlier of: (a) completion or abandonment of the Proposed Transaction; (b) written request by the Disclosing Party; or (c) the Expiry Date, the Receiving Party shall, at the Disclosing Party's option, promptly return or destroy all Confidential Information and all copies, extracts, notes and summaries thereof in its possession or control, and shall certify such return or destruction in writing signed by an authorised officer within Days to certify return or destruction days of such request.

5.2 The Receiving Party may retain one copy of the Confidential Information solely to the extent required for compliance with applicable law or bona fide document retention policies, and/or copies stored on back-up systems created in the ordinary course of business, in which case the obligations of confidentiality under this Agreement shall continue to apply to such retained information.

6.1 This Agreement shall commence on the Execution Date and shall remain in force for a period of Term of the agreement (the "Term"), unless terminated earlier by either Party upon Termination notice period prior written notice to the other Party.

6.2 The obligations of confidentiality and non-use shall survive any expiry or termination of this Agreement for a period of Confidentiality survival period from the date of such expiry or termination (the "Expiry Date" for the purposes of Clause 5.1(c)), and Clauses 4, 5, 6, 7, 8, 9, 10, 11 and 12 shall survive expiry or termination of this Agreement.

7.1 The Parties acknowledge and agree that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may not be an adequate remedy, and that, in addition to all other remedies available at law, the Disclosing Party shall be entitled to seek injunctive and other equitable relief, without the necessity of posting any bond or proving actual damages, in accordance with the Specific Relief Act, 1963.

8.1 Nothing in this Agreement obliges either Party to enter into any further agreement or to proceed with the Proposed Transaction, and each Party bears its own costs and expenses incurred in connection with this Agreement and the Proposed Transaction.

9.1 Each Party shall comply with all applicable laws, including the Information Technology Act, 2000 and the rules framed thereunder, in connection with its activities under this Agreement.

10.1 Nothing in this Agreement constitutes or shall be deemed to constitute a partnership, joint venture, agency or employment relationship between the Parties.

11.1 The Receiving Party shall not assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the Disclosing Party. Any purported assignment in breach of this Clause shall be void.

12.1 This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior discussions, understandings and agreements, whether written or oral, in relation thereto.

12.2 No amendment or modification of this Agreement shall be valid unless in writing and signed by authorised representatives of both Parties. No waiver of any provision shall be effective unless in writing, and no waiver shall constitute a waiver of any other or subsequent breach.

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

12.4 Notices under this Agreement shall be in writing and delivered by hand, registered post with acknowledgement due, courier or email to the addresses set out above (or such other address as a Party notifies in writing), and shall be deemed received upon delivery, or Hours after which email notice is deemed received hours after transmission of email without a bounce-back message, where sent on a business day, otherwise on the next business day.

12.5 This Agreement shall be governed by and construed in accordance with the laws of India, and the courts at City of exclusive jurisdiction shall have exclusive jurisdiction, the Parties hereto submitting to such jurisdiction.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day, month and year first above written.

WITNESSES: