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This Non-Disclosure Agreement ("Agreement") is made effective as of 21 st of May, 2024 (‘Effective date’) at
Pune, India.
BY AND BETWEEN
Itivity Digital Solutions LLP., a company incorporated under the The Limited Liability Partnership Act,2008
having its registered office at Flat No 5, S No 1/6150/150153, CTS 2762, Mohanwadi,
Yerawada, Pune - 411006, Maharashtra, India (hereinafter referred to as ‘Company’ which term shall mean
and include successors-in-interest, associated companies and permitted assigns) represented by its
authorized representative Mr. Waseem Nisar Shaikh.
AND
Global1 Data Care Private Limited, a company incorporated under the laws of Companies Act 2013, having
its registered office at Shop no 9, Oxygen Valley, Second Floor, Manjari, Pune – 412307 (hereinafter
referred to as ‘Vendor’ which term shall mean and include successors-in-interest and permitted assigns),
represented by its authorized representative Mr. Rakesh Swamy.
The Company and the Vendor shall individually be referred to as "Party" and collectively as "Parties".
WHEREAS
1. The Company is engaged in the business of lead generation and Vendor is engaged in the business of
Marketing and Advertising Services.
2. Based on the representations of the Vendor, the Company is desirous of engaging the Vendor for
providing lead generation services (“Engagement”), In relation to this Engagement, the Company may
disclose to the Vendor certain business and technical information concerning its business, interests and
activities as the case may be on terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants and representations set forth
below, the Parties hereby agree as follows:
1. The term "Confidential Information" means any and all information concerning the business and affairs
of the Company, whether disclosed orally, shown to the Vendor or its officers, employees, agents,
representatives, subcontractors, vendors, business partners, affiliates or other authorized representatives
(each an "Authorized Person"), observed by the Vendor or its Authorized Person, or disclosedorstored in
written, electronic or other form or media, each to the extent in connection with this Agreement.
Flat No 5, S No 1/6150/150153, CTS 2762, Mohanwadi, Yerawada, Pune - 411006, Maharashtra, India
The foregoing described information includes, but is not limited to, all information, documents,
agreements, files and other materials that are obtained from or disclosed by the Company or its Authorized
Persons regarding the Company or its Authorized Persons and their products and services,
including, without limitation, all consumer and customer information, employee information, personally
identifiable information, data validation criteria, campaign specific information, trade secrets, know-how,
processes, methods, practices, analyses, compilations, reports, recordings, forecasts, studies, samples and
other documents furnished or made available that contain or otherwise reflect or are generated from such
information, documents, agreements, files or other materials, to the extent disclosed in connection with
this Agreement.
2. Confidential Information shall not include information that is (a) in the public domain when disclosed to
the Vendor; (b) entered into the public domain subsequent to disclosure to the Vendor through no fault of
the Vendor, as shall be proved by the Vendor to the satisfaction of the Company with such documentary
evidence as relevant; (c) in the Vendor's possession free of any obligation of confidence when disclosed to
the Vendor, as shall be proved by the Vendor to the satisfaction of the Company with such documentary
evidence as relevant; (d) developed by Vendor or its agents independently and without reference to any of
the Company’s Confidential Information as shall be proved by the Vendor to the satisfaction of the
Company with such documentary evidence as relevant; or (f) disclosed under operation of law, except that
the Vendor will disclose only such information in the manner provided in Clause 5.
3. The Vendor may permit access to the Confidential Information of the Company only to those
Authorized Persons who have: (a) a need to know the Confidential Information; (b) agreed to be bound by
terms at least as protective and restrictive as this Agreement; and (c) agreed to provide physical and virtual
protections at least as restrictive and of the same standards as those required by this Agreement and
pursuant to all applicable central, state and local laws, rules and regulations. In all circumstances the
Vendor shall protect the Confidential Information of the Company with safeguards that are at least as
protective as the Company uses to protect its own Confidential Information, which shall not be less than a
reasonable standard of care. It is hereby clarified that the Vendor shall be responsible for ensuring that
there is no breach of the Confidential Information by the Authorized Person(s).
4. The Vendor agrees to hold in strict confidence and it will not distribute, disclose or disseminate any
Confidential Information of the other Party for any purpose whatsoever, except only to the Authorized
Persons or as required by law or as allowed by this Agreement, and approved in writing by the Company.
Nothing contained in this Agreement grants any property rights, by license or otherwise, to any Confidential
Information of the Company. Nothing in this Agreement requires the Company to enter into a transaction
or business relationship.
Flat No 5, S No 1/6150/150153, CTS 2762, Mohanwadi, Yerawada, Pune - 411006, Maharashtra, India
5. In the event that the Vendor receives a request to disclose all or any part of the Confidential Information
under applicable law or court order, pursuant to a request/ order made by a governmental, regulatory or
statutory authority, by a court a court order, subpoena, civil investigative demand or other similar process
by any regulatory/ statutory body, the Vendor agrees, to (i) promptly notify (in writing) the Company of the
existence, terms and circumstances surrounding such a request, (ii) consult with the Company on the
advisability of taking steps to resist or narrow such request or obtain an appropriate protective order. If, in
the absence of a protective order, the Vendor is nonetheless compelled to disclose any Confidential
Information, it may disclose only such Confidential Information to the extent as required by applicable laws
and regulations or court order.
6. The Vendor agrees that Confidential Information shall not be reproduced in any form except as required
to accomplish the purpose for which this Agreement is executed. Any reproduction of Confidential
Information by the Vendor shall not alter its ownership and the reproduction must contain all
confidential/proprietary notices that appear on the original. If Confidential Information that was disclosed
orally or visually is reproduced in writing or electronically by the Vendor, it shall contain all appropriate
notices identified by the Company.
7. The Vendor agrees that Confidential Information received in any form or via any medium shall: (a) be
stored in a physically and logically secured and controlled environment, only accessible by Authorized
Persons; and (b) be downloaded only into physically and logically secured and controlled systems accessible
by Authorized Persons where it will stay encrypted while in storage and in transit.
8. The Vendor represents and warrants that it has the ability to enter into this Agreement and fulfill its
terms and conditions; and the execution and fulfillment of terms shall not violate any contracts, its
constitutional documents or any court order or licenses to which it is subject.
9. The Vendor shall notify (in writing) the Company immediately upon discovery of or where it has reason
to believe any unauthorized use or disclosure of the Confidential Information or any other breach of this
Agreement by the Vendor or its Authorized Person(s) has taken place, and the Vendor shall cooperate with
the Company in regaining possession of the Confidential Information and preventing further unauthorized
use of it.
10. The Vendor's obligations under this Agreement shall continue from the Effective Date till the date of
entering into a service agreement, or any other definitive agreements (‘Term’) between the Company and
Vendor and shall survive the Term until the information comes into the public domain other than by breach
of Vendor or 5 years following termination or expiration of this Agreement, whichever is earlier.
Flat No 5, S No 1/6150/150153, CTS 2762, Mohanwadi, Yerawada, Pune - 411006, Maharashtra, India
11.Upon expiry of the Term of this Agreement or upon written request of the Company, the Vendor shall
promptly return to the Company, or on the instructions of the Company, securely destroy all Confidential
Information and all copies thereof. Confidential Information disposed of in the regular course of business
shall be securely destroyed. The Vendor shall provide the Company with a written certification regarding
the destruction of Confidential Information.
12.Confidential Information is provided “as is”. In no event shall the Company be liable for the accuracy or
completeness of the Confidential Information.
13.The Vendor agrees that the Confidential Information is of great importance to the Company, and that
improper use or disclosure of the Confidential Information will cause irreparable harm to the Company, for
which remedies at law will not be adequate. In the event of a breach or threatened breach by the Vendor
of any provisions of this Agreement, the Vendor hereby consents and agrees that the Company shall be
entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other
equitable relief against such breach or threatened breach from any court of competent jurisdiction, without
the necessity of showing any actual damages or that monetary damages would not afford an adequate
remedy, and without the necessity of posting any bond or other security. The aforementioned equitable
relief shall be in addition to, and not in lieu of, legal remedies, monetary, damages or other available forms
of relief. Without prejudice to any other right or remedy available to the Company, whether under law or
otherwise, the Vendor hereby agrees to indemnify and hold harmless the Company from any loss, damage,
claim, action or litigation arising from the breach of any of the provisions of this Agreement.
14.If any provision of this Agreement is unenforceable or invalid, the unenforceability or invalidity shall not
render this entire Agreement unenforceable or invalid. In that event, the provision shall be changed or
interpreted to best accomplish the objectives of the unenforceable or invalid provision within the limits of
applicable law or court decisions. This Agreement may not be modified or supplemented except in writing
and with specific reference to it by date and title.
15.This document contains the entire Agreement between the Parties as to the subject matter hereof and
supersedes any previous or contemporaneous understandings, commitments, or agreements, oral or
written, as to such subject matter. This Agreement may be amended or modified only with the mutual
written consent of the Parties. Neither this Agreement nor any right granted hereunder shall be assignable
or otherwise transferable.
16.This Agreement shall be governed by and construed in accordance with the laws of India applicable to
contracts made and to be performed wholly within India, without regard to choose or conflict of laws and
rules. The Parties hereby submit to the jurisdiction of the courts of Pune, Maharashtra. The Parties agree
Flat No 5, S No 1/6150/150153, CTS 2762, Mohanwadi, Yerawada, Pune - 411006, Maharashtra, India
that if any dispute, controversy, or claim between the Parties arises out of or in connection with this
Agreement, including the breach, termination, or invalidity thereof (“Dispute”), the Parties shall use all
reasonable
endeavors to negotiate with a view to resolving the Dispute amicably. If a Party gives the other Party notice
that a Dispute has arisen (“Dispute Notice”) and the Parties are unable to resolve the Dispute amicably
within 15 (fifteen) days of service of the Dispute Notice (or such longer period as the Parties may mutually
agree), then the Dispute shall be referred and finally settled by binding arbitration in accordance with the
Arbitration and Conciliation Act, 1996, and rules thereof. The Parties shall appoint a sole arbitrator
appointed mutually by the Parties. The seat and venue of the arbitration shall be Pune, India. The language
of the arbitration shall be English. The award of the arbitral tribunal shall be final and binding upon the
Parties. Each of the Parties shall bear its own costs and expenses in relation to the arbitration.
By:
Name:
By:
Designation: Name: Rakesh Swamy
Flat No 5, S No 1/6150/150153, CTS 2762, Mohanwadi, Yerawada, Pune - 411006, Maharashtra, India