NON-DISCLOSURE AGREEMENT (hereinafter known as the “Agreement”) between Valty Fintech Solutions Pvt. Ltd (hereinafter known as the “Company”) and , (hereinafter known as the “Recipient”) becomes effective as of this December 8, 2023 (hereinafter known as the “Effective Date”).
Article I: Recitals
The Company wishes to share their business plan (hereinafter known as the “Business Plan”) with the Recipient for the purposes of review, examination, inspection or contribution, while maintaining confidentiality. The Company and the Recipient, collectively known as the “Parties”, understand and agree that dissemination of information or materials within or related to the Business Plan would be detrimental to the integrity of the Company. For the purposes of this Agreement, all information, strategies, plans, trade secrets, objectives and materials will be referred to as “Confidential Information”, and the Company may share Confidential Information with the Recipient subject to the terms and covenants set forth below.
Article II: Recipient Obligations
iii. Any information related to the cost of project execution or delivery of service;
vii. Any invoices, bills, e-mail communications, mobile text communications, and any other communication related to the projects, products or services undertaken by either of the Parties for the other Party or on the behalf of the other Party or its vendors;
viii. Any other information that should reasonably be recognized as confidential information of the other Party.
iii. Is disclosed or is required to be disclosed under any relevant law, regulation or order of court, provided the other Party is given prompt notice of such requirement or such order and (where possible) provided the opportunity to contest it, and the scope of such disclosure is limited to the extent possible.
(i) it was publicly known;
(ii) it was in the Recipient’s possession before the Effective Date;
(iii) it was used in response to any legal obligation; or
(iv) it was approved for release in writing by the Company.
Article III: Term
- The Recipient’s obligations of non-use and non-disclosure with respect to Confidential Information will remain in effect in perpetuity.
Article IV: Return or Destruction of Confidential Information
The Recipient shall, upon termination of this Agreement or as per the Company’s request, immediately return or destroy any and all notes, records, and written, printed or other tangible materials in its possession pertaining to the confidential Information, and shall continue to comply with all other terms and conditions of confidentiality within the Agreement.
Article V: No Additional Agreements
Neither the holding of discussions nor the exchange of material or information shall be construed as an obligation of the Company to enter into any other agreement with Recipient or prohibit the Company from providing the same or similar information to other parties and entering into agreements with other parties. The Company reserves the right, in its sole discretion, to reject any and all proposals made by Recipient or its Representatives with regard to a transaction between Recipient and Company and to terminate discussions and negotiations with Recipient at any time. The Recipient agrees not to use the Business Plan or Confidential Information as a basis upon which to develop or have a third party develop a competing or similar plan or undertaking.
Article VI: Indemnify
Recipient understands and acknowledges that any breach of this Agreement could result in damages, losses, costs or expenses to the Company and agrees to keep the Company indemnified in respect to any and all claims which arise out of or in connection with a violation. Recipient understands and acknowledges that any use or disclosure regarding the Business Plan or Confidential Information could cause the Company irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that the Company shall have the right to apply to a court of competent jurisdiction for specific performance or order restraining and enjoining any such further disclosure or breach and for such other relief as Company deems appropriate, in addition to the remedies otherwise available at law or in equity.
Article VII: Successors and Assigns
This Agreement and each party’s obligations hereunder shall be binding on the representatives, assigns and successors of such party and shall inure to the benefit of the assigns and successors of such party; provided, however, that the rights and obligations of Recipient hereunder are not assignable.
Article VIII: Governing Law
This Agreement shall be governed in accordance with the laws of the State of Maharashtra, without regard to conflict of law principles.
Article IX: Prevailing Party
In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect reasonable attorney fees, costs and other legal expenditures from the other party.
Article X: Entire Agreement
This Agreement sets forth the entire Agreement and understanding between the Parties and supersedes all prior agreements between them relating to the subject matter of this Agreement. This Agreement may not be altered, amended, modified, discharged, assigned or otherwise transferred by either party except by an agreement in writing signed by both Parties.
Article XI: Validity
This Agreement shall maintain its integrity should a provision (or any part thereof) be claimed unenforceable by a court of competent jurisdiction due to invalidity or conflict with any relevant law, and the unenforceable provision shall be construed in such a way as to preserve the intent for which it was created.
Article XII: Notices
Any notice required by or given in connection with this Agreement shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid or recognized overnight delivery services to the following addresses:
Valty Fintech Solutions Pvt Ltd
143, Evershine Mall, Chincholi Link Road
Malad West, Mumbai 400064
The Parties hereto agree to the terms and conditions of this Agreement as of the date set forth below.
December 8, 2023
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Signed by Ganesh Behera
Signed On: April 20, 2022
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Document Name: NON-DISCLOSURE AGREEMENT
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