Non - Disclosure Agreement
This Agreement is made and entered between
“GEOSYNDICATE POWER P LIMITED”, a Company incorporated under the Companies Act 1956 and having its office at 344, , 3rd Floor, Powai Plaza , Hiranandani Business Park , I.I.T Powai, Mumbai 400076 the " Receiving Party " hereinafter referred to as "The Company", of the FIRST PART,
“Company as mentioned in “COMPANY” field of estimation request form”, having its office at “Address as mentioned in “ADDRESS”, “PINCODE” , “CITY” fields of estimation request form”, the " Disclosing Party " hereinafter referred to as “The Party”, of the SECOND PART.
“The Company” and “The Party” are collectively referred to herein as 'Parties'.
A. The Receiving Party understands that the Disclosing Party has disclosed or may disclose information relating to its activities mentioned above or any information that may be deemed necessary at a given point in time , which to the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as "Proprietary Information" of the Disclosing Party.
1. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees:
(i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials),
(ii) not to disclose any such Proprietary Information or any information derived there from to any third person,
(iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and
(iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement
2. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can document
(i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public, or
(ii) was in its possession or known by it prior to receipt from the Disclosing Party as evidenced in writing, except to the extent that such information was unlawfully appropriated, or
(iii) was rightfully disclosed to it by a third party, or
(iv) was independently developed without use of any Proprietary Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure and has allowed the Disclosing Party to seek a protective order.
3. Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will return to the Disclosing Party all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate.
4. The Receiving Party understands that nothing herein
(i) requires the disclosure of any Proprietary Information or
(ii) requires the Disclosing Party to proceed with any transaction or relationship.
5. The Receiving Party further acknowledges and agrees that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by the Disclosing Party, or by any of its respective directors, officers, employees, agents or advisers, as to, or in relation to, the accuracy of completeness of any Proprietary Information made available to the Receiving Party or its advisers; it is responsible for making its own evaluation of such Proprietary Information.
6. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
7. This Agreement shall be governed by the laws of the jurisdiction in which the Receiving Party is located and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.
8. “The Party” further acknowledges and agrees that “The Company” shall not be held accountable or liable directly or indirectly for any false or improper information that has been provided in the Estimation form by “The Party”. “The Party” also acknowledges and agrees that if any false or improper information is provided in the Estimation form this Non-Disclosure agreement shall stand void.
9. “The Parties” further acknowledges and agrees that “The Company” shall treat all information furnished by “The Party” in the estimation form on a “As In” basis.
ARBITRATION, APPLICABLE LAW AND JURISDICTION
1. Any disputes between the parties shall be resolved by mutual discussions. Unresolved disputes, if any, shall be subject to resolution by a panel consisting of the Chairman and Managing Director, who shall represent The Company, and Chairman and Managing Director, who shall represent The Party. If the dispute cannot be resolved by the said panel, the matter shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 India. The venue of arbitration shall be Mumbai. The decision of the arbitrator shall be binding on both parties
2. This agreement shall be governed by the Laws of India and subject to the jurisdiction of Courts in Mumbai.