CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement ("Agreement") is entered into on this
___________day of _______________, 2025 ("Effective Date"), by and
between:
M/s GOBIND RAM KAHAN CHAND PVT LTD, a private limited
company incorporated under the Companies Act, 2013, having its
registered office at 8-27, Lawrence Road Industrial Area, New Delhi
- 110035, India (hereinafter referred to as the "Disclosing Party" or
"GRKC", which expression shall, unless repugnant to the context or
meaning thereof, include its successors and permitted assigns);
AND
M/s NUTASTE FOOD & DRINK LABS PRIVATE LIMITED, a private
limited company incorporated under the Companies Act, 1956,
having its registered office at 45 Milestone, Naurangpur Road,
Sector 78, Gurgaon - 122050, Haryana, India (hereinafter referred
to as the "Receiving Party" or "NuTaste", which expression shall,
unless repugnant to the context or meaning thereof, include its
successors and permitted assigns).
GRKC and NuTaste may hereinafter be individually referred to as a
"Party" and collectively as the "Parties."
WHEREAS, the Parties intend to engage in discussions related to
new product development and associated services (the "Authorised
Purpose"), which may require the exchange of certain confidential,
proprietary, or sensitive information;
AND WHEREAS, the Parties desire to protect the confidentiality and
integrity of such information in accordance with the terms set forth
herein;
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL
COVENANTS AND AGREEMENTS CONTAINED HEREIN, THE
PARTIES AGREE AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1 "Affiliate" or "Associate" means any entity that directly or
indirectly controls, is controlled by, or is under common control with
such Party.
1.2 "Control" means ownership of more than 50% of the voting
securities of an entity or the power to direct the management and
policies of such entity, whether through ownership, contract, or
otherwise.
1.3 "Commencement Date" means the Effective Date of this
Agreement.
1.4 "Confidential Information" shall have the meaning assigned in
Clauses 2.1 and 2.2.
1.5 "Personnel" means employees, officers, directors, consultants, or
advisors of a Party.
1.6 "Recipient" means any Personnel of the Receiving Party who
receives Confidential Information.
1.7 "Expiry Date" means the date that is sixty (60) months from the
Commencement Date.
2. CONFIDENTIAL INFORMATION
2.1 "Confidential Information" includes all non-public, proprietary,
or sensitive data or information, whether oral, written, electronic, or
otherwise, disclosed by the Disclosing Party, including but not
limited to business plans, trade secrets, formulas, designs,
specifications, pricing, product concepts, algorithms, know-how,
customer lists, contracts, financial data, and market strategies.
2.2 Confidential Information also includes:
Any material, data, sample, or documentation shared in
relation to the Authorised Purpose;
Any analyses, compilations, or derivative works prepared
using the Disclosing Party’s Confidential Information;
The existence and terms of this Agreement and the fact that
discussions are taking place between the Parties.
2.3 Exceptions: Confidential Information shall not include
information that:
Is or becomes publicly available through no breach of this
Agreement;
Was lawfully known to the Receiving Party prior to disclosure;
Is received from a third party without breach of any
confidentiality obligation;
Is independently developed by the Receiving Party without use
of the Disclosing Party’s Confidential Information.
2.4 The Receiving Party shall not reverse engineer, decompile,
disassemble, or otherwise attempt to discover the composition,
structure, or design of any product, prototype, or information shared
by the Disclosing Party.
3. CONFIDENTIALITY OBLIGATIONS
3.1 The Receiving Party agrees to maintain all Confidential
Information in strict confidence and not to disclose it to any third
party except as explicitly permitted in Clause 4.
3.2 Confidential Information shall only be used for the Authorised
Purpose and not for any commercial or competitive advantage.
3.3 The Receiving Party shall not, without prior written consent,
solicit or engage directly or indirectly with the Disclosing Party’s
clients, customers, vendors, or employees during the term of this
Agreement and for five (5) years thereafter the expiry of the said
agreement.
3.4 All derivative works, notes, summaries, or documents
incorporating Confidential Information shall be clearly marked as
"Confidential" and shall be deemed the property of the Disclosing
Party.
3.5 The Receiving Party acknowledges and agrees that any
unauthorised use or disclosure of Confidential Information shall
constitute a material breach of this Agreement.
3.6 Any notes, analyses, compilations, studies, or other documents
prepared by the Receiving Party which contain or reflect any
Confidential Information shall be deemed the property of the
Disclosing Party.
4. PERMITTED DISCLOSURE
4.1 Confidential Information may be disclosed by the Receiving
Party only to:
(a) Its Personnel or Affiliates on a strict need-to-know basis for the
Authorised Purpose, provided such recipients are bound by
confidentiality obligations no less stringent than this Agreement;
(b) Government or judicial authorities as mandated by law, with
prior written notice to the Disclosing Party where legally
permissible.
4.2 The Disclosing Party reserves the right to request written
certifications to confirm the Receiving Party’s compliance with the
terms of this Agreement.
5. PERSONNEL AND AFFILIATES
5.1 The Receiving Party shall ensure its Personnel and Affiliates
comply with the confidentiality obligations herein.
5.2 The Receiving Party shall be fully liable for any breach of this
Agreement by its Personnel, Affiliates, or agents.
6. RETURN OR DESTRUCTION
6.1 All Confidential Information remains the exclusive property of
the Disclosing Party.
6.2 Upon written request, the Receiving Party shall return or
destroy all Confidential Information within fifteen (15) days and
provide written certification of such return or destruction.
7. UNAUTHORISED DISCLOSURE
The Receiving Party shall promptly notify the Disclosing Party of any
actual or suspected unauthorised use or disclosure of Confidential
Information.
8. INJUNCTIVE RELIEF
The Disclosing Party shall be entitled to seek injunctive relief,
specific performance, or any other equitable remedy to prevent or
remedy any breach or threatened breach of this Agreement for the
specific product / matter impacted due to such breach, in addition to
any legal remedies available.
9. WAIVER
No failure or delay in enforcing any provision of this Agreement
shall constitute a waiver of such provision or of any other rights.
10. INDEMNITY
The Receiving Party agrees to indemnify and hold harmless the
Disclosing Party and its Affiliates, officers, employees, and agents
from any claims, losses, damages, liabilities, costs (including legal
fees), or penalties arising out of:
(a) A breach of this Agreement;
(b) Unauthorised use or disclosure of Confidential Information;
(c) Any wilful misconduct, gross negligence, or fraud.
11. DISCLAIMER OF WARRANTIES
All Confidential Information is provided "as is" without warranty of
any kind. The Disclosing Party disclaims all warranties, express or
implied, except in cases involving fraud, wilful misconduct, or gross
negligence.
12. NON-POACHING & NON-SOLICITATION
During the term of this Agreement and for Five (5) Years thereafter,
the parties shall not:
Solicit, hire, or engage any employees, consultants, or
contractors of the other Party;
Induce any clients, vendors, or associates of the other Party to
terminate or reduce their business relationship.
13. ASSIGNMENT
Neither Party shall assign this Agreement or its rights or obligations
hereunder without the prior written consent of the other Party.
14. TERM
This Agreement shall remain in force until the Expiry Date.
Confidentiality obligations shall survive for five (5) years following
expiration or termination.
15. SEVERABILITY
If any provision is deemed unenforceable or invalid, the remaining
provisions shall remain in full force and effect.
16. THIRD PARTY BENEFICIARIES
This Agreement benefits only the Parties and their permitted
assigns. Affiliates of the Disclosing Party may enforce the terms of
this Agreement.
17. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of India. Any disputes
shall be subject to the exclusive jurisdiction of the courts at New
Delhi.
18. NO LICENSE AND TRANSFER OF RIGHTS
No rights or licenses under any intellectual property of the
Disclosing Party are granted or implied by this Agreement.
19. PENALTIES FOR BREACH
In the event of any unauthorised disclosure or breach of this
Agreement by a Party or any of its Personnel, Affiliates, employees,
agents, consultants, or representatives, the breaching Party shall be
liable to pay to the non-breaching Party, upon the breach being
established, a penalty amount of the contract value. Such penalty
shall be payable without prejudice to any other rights or remedies
available under law or equity. Additionally, if the actual loss or
damages suffered by the non-breaching Party as a result of such
breach exceed the penalty amount, the breaching Party shall be
further liable to compensate the non-breaching Party for the
aggregate of all such losses, costs, claims, or damages incurred due
to the said breach.
For the purpose of determining the actual loss or damages suffered
by the non-breaching Party, the Parties shall first make reasonable
efforts to mutually assess and resolve the matter in good faith within
fifteen (15) days from the date of receipt of the notice of breach. If
no agreement is reached within this period, the matter shall be
referred to an independent third-party expert, mutually appointed
by both Parties. The expert’s decision shall be final and binding
solely for the purpose of such assessment. The costs of the expert
shall be shared equally by both Parties, unless otherwise specified in
the expert’s decision.
Further, the non-breaching Party shall be entitled to seek injunctive
relief and/or any other equitable remedies as may be appropriate, in
addition to any compensation determined.
IN WITNESS WHEREOF, the Parties have executed this
Confidentiality Agreement as of the date first above written.
GOBIND RAM KAHAN NuTaste Food & Drink Labs
Pvt Ltd
CHAND PVT LTD
By: By:
Name: Name:
Designation: Designation:
