This Non-disclosure and confidentiality agreement is by and between VoiceTree Technologies Pvt. Ltd. a company incorporated under the Companies Act, 1956 (hereinafter referred to as “VoiceTree”, which expression shall, unless it be repugnant to the context or meaning thereof, means and includes successors and permitted assigns) of the First Part,

           

And

 

<<Client>> a company incorporated under the Companies Act, 1956 (hereinafter referred to as “Client” which expression shall, unless it is repugnant to the context or meaning hereof, include its lawyers, employees, partners, successors, nominees and assigns) of the Second Part,

 

WHEREAS the Parties intend to enter into contract for software and IT related services ("Transaction").



For the purposes of discussing the Transaction, both Parties will disclose certain confidential information, which shall be marked confidential, restricted, or with a similar designation, or would be understood by a reasonable person in the receiving Party’s position to be confidential (“the Confidential Information”).

 

The Parties are desirous of entering into this Agreement to assure the protection and preservation of such Confidential Information disclosed by one Party to another and also to lay down the purposes for which the information will be utilized.

 

In reliance upon and in consideration of the following undertakings, “Client” and “VoiceTree” agree as set out herein:

 

  1. In consideration of disclosure of the Confidential Information as herein, both Parties hereby agree and undertake that they shall retain the Confidential Information of the other Party received by them in strict confidence and shall not disclose the information to any unauthorized personnel or any third party(ies), without the prior written consent of  other party.


  1. The Confidential Information shall be solely used only for the evaluating the Transaction and for no other purpose.


  1. This Agreement shall be effective from the date hereof and shall be valid for a period of 5 years from the effective date. The Agreement will automatically terminate in case the Parties cease discussions on the proposed Transaction and either Party may terminate this Agreement upon 30 days prior written notice. However, the confidentiality obligations of the Parties shall survive for a period of Five (5) years from the date of expiration or termination of this Agreement. Upon termination/expiry (or sooner at the direction of the disclosing Party), all Confidential Information shall be returned / disposed off, as directed by the respective party.


  1. The provisions of this Agreement shall not apply to indigenously developed information and / or that which is in the public domain, present or future and / or that which was in the recipient’s possession free of any obligation of confidence at the time it was communicated to the recipient by the other Party and /or that which was rightfully communicated to the recipient free of any obligation of confidence subsequent to the time it was communicated to the recipient by the other Party and / or information required to be disclosed by either party under direction of any court, tribunal, process or rule of law etc., the burden of providing documentary evidence to prove the applicability of the above exception resting on the Party seeking to disclose information.


  1. The intellectual property and all worldwide rights in the respective Confidential Information shall remain the exclusive property of the respective disclosing Party only, in perpetuity.  Neither party shall have any claims to such Confidential Information of the other Party, in part or in whole, directly or indirectly, at any point of time whatsoever. Nothing in this Agreement would grant or deemed to grant any rights or license to the Confidential Information developed by the owner of the Confidential Information.


  1. Both Parties acknowledge that the Confidential Information belonging to Discloser is a unique and valuable asset of such Party. Disclosure in breach of this Agreement may result in irreparable injury to the Discloser for which monetary damages alone will be an inadequate remedy. Therefore, the Parties agree that, in the event of a breach or threatened breach of any term of this Agreement, in addition to any other remedies that may be available, in law, in equity or otherwise, Discloser shall be entitled (a) to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by Recipient, without the necessity of proving actual damages, and (b) to be indemnified by Recipient from any loss or harm, including, without limitation, attorney's fees, arising out of or in connection with any breach or enforcement of Recipient's obligations under this Agreement or the unauthorized use or disclosure of Discloser's Confidential Information


  1. If the Parties decide not to formalize the Transaction with each other by way a definitive agreement or in case of termination/expiry of this Agreement, neither Party shall disclose any Confidential Information  received by it during the course of interaction pursuant to this Agreement, nor use the / exploit the Confidential Information for any purpose.


  1. Neither this Agreement nor the disclosure or receipt of Confidential Information shall be construed as creating any obligation of a Party to furnish Confidential Information to the other Party or to enter into any agreement or relationship with the other Party with respect to mutual business.


  1. The terms and conditions herein constitute the entire agreement and understanding of the parties and shall supersede all communications, negotiations, arrangements and agreements, either oral or written, with respect to the subject matter hereof. No amendments to or modifications of this Agreement shall be effective unless reduced to writing and executed by the parties hereto. The failure of either party to enforce any term hereof shall not be deemed a waiver of any rights contained herein.


  1. This Agreement shall apply to any information that may have been provided to either party prior to the effective date hereof.


  1. This Agreement and the relationship among the Parties shall be construed under and governed by the laws of India without regard to the conflict of law rules thereof, and shall take effect as if executed and performed in the city of New Delhi, India, and the Parties hereby submit to the jurisdiction of the courts of New Delhi, India for the purpose of resolving any dispute arising out of or resulting from this Agreement.