NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (the "Agreement") is entered into as of June 08, 2026 (the "Effective Date"). Collectively, the Company and the Project Member shall hereinafter be referred to as the "Parties," and individually as a "Party."
WHEREAS, the Company intends to undertake QKey Project (the "Project") for its clients or customers; WHEREAS, the Project Member has agreed to provide services to the Company in connection with the development of the Project; WHEREAS, in the course of the Project, the Company may disclose certain confidential and proprietary technical data, information, and ideas to enable the Project Member to effectively perform services; WHEREAS, the Company seeks to protect such information as proprietary, and the Project Member agrees to maintain the confidentiality of such information in accordance with the terms of this Agreement;
1. CONFIDENTIAL INFORMATION
Definition: "Confidential Information" refers to all technical, business, financial, and proprietary information and ideas disclosed by the Company to the Project Member. This includes, but is not limited to, information related to the Company's products, designs, performance data, code, coding patterns, sales and financial records, contractual arrangements, marketing strategies, manufacturing methods, research and development activities, concepts, technical data, and any other materials or information related to the Project. Confidential Information also encompasses any information disclosed to the Project Member prior to the execution of this Agreement.
Furthermore, "Confidential Information" extends to any information independently developed by the Project Member in parallel with the Company's projects, provided that such information is similar to, derived from, or has a direct connection with the Company's Confidential Information.
Form of Disclosure: Confidential Information may be disclosed in any form, including but not limited to written, oral, visual, electronic, or physical formats, through emails, hard copies, presentations, or any other medium.
2. CONFIDENTIALITY OBLIGATIONS
During the term of this Agreement and for a period of Three (3) Years thereafter, the Project Member agrees to:
Preserve and Maintain Confidentiality: Maintain the confidentiality of the Confidential Information and refrain from disclosing it to any third party without the prior written consent of the Company.
Survival of Obligations: The termination or expiration of this Agreement shall not relieve the Project Member of its obligations to maintain confidentiality.
Disclosure to Third Parties: The Project Member may disclose Confidential Information to Permitted Recipients only after obtaining prior written approval of the Company, limited to those with a legitimate "Need To Know" for purposes directly related to the Project.
Use Limitation: Use the Confidential Information solely for the purposes outlined in this Agreement and for no other purpose, whether commercial, competitive, or personal.
Safeguarding: Implement and maintain protective measures at least as stringent as those the Project Member uses to safeguard its own confidential information, or in accordance with industry standards, whichever is higher.
Notification of Breach: Immediately notify the Company in writing upon discovering any inadvertent disclosure, loss, or unauthorized use of Confidential Information.
Return and Destruction: Upon termination, the Project Member shall immediately cease using Confidential Information and, upon written request, destroy or return all documents and materials containing Confidential Information.
3. CONFIDENTIALITY OBLIGATIONS EXCLUSIONS
Obligations shall not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was already known to the Project Member prior to disclosure, as evidenced by written records; (c) is disclosed with prior written approval of the Company; or (d) is legally required to be disclosed pursuant to a judicial order or governmental regulation, provided the Company is promptly notified.
4. INDEMNIFICATION
The Project Member agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with any breach of this Agreement, any violation of applicable laws, or any third-party claims arising from the Project Member's actions or omissions.
5. REMEDIES
In the event of a breach, the Company shall be entitled to: (a) immediate injunctive relief without the necessity of posting a bond or proving damages; (b) recovery of damages with a minimum of ₹5,00,000 (Five Lacs INR) or the total quantifiable actual loss, whichever is higher, as well as consequential, incidental, and punitive damages; (c) any other remedies available at law or in equity.
6. TERM, TERMINATION AND RENEWAL
This Agreement shall commence on the Effective Date and remain in effect until completion of the Project, unless terminated earlier. Termination may occur automatically upon Project completion, by mutual written consent with 30 days' notice, or upon termination of any linked agreement. Confidentiality obligations survive termination.
7. DISPUTE RESOLUTION
Any dispute shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, conducted in English, with seat and venue in Bhopal, Madhya Pradesh, India. The arbitral tribunal shall consist of a sole arbitrator. The decision shall be final and binding.
8. GENERAL PROVISIONS
This Agreement shall be governed by the laws of India, subject to exclusive jurisdiction of the courts of Bhopal, Madhya Pradesh. All Confidential Information remains the property of the Company. Nothing herein grants any rights by license to the Confidential Information. This Agreement constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior agreements and communications.