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NON-DISCLOSURE AGREEMENT

This agreement is entered into on this ( Date : 16-09-2020 ) at Coimbatore.

BETWEEN
M/s.C.R.I. PUMPS PVT LTD, a Company incorporated and registered under the Companies Act 1956
having its Registered Office at 7/46-1, Keeranatham Road, Keeranatham, Saravanampatti, Coimbatore-
641 035, represented herein by its Company Secretary Mrs.A.Amudhalakshmi ( hereinafter referred to as
the “ Company”)
AND
M/s. MAYA INDUSTRIES a PROPRIETORSHIP concern having its office and Workstation at
(Saradha Store Thottam, No I C 4 Athipalayam Road, Kuppichipalayam Hosuing Unit,
Periyanaicken Palayam,Coimbatore-641020) represented by its Proprietor Mr.D.CHANDRAKUMAR
residing at (27/18 A Jadal Naidu Street , Periyanaicken Palayam,Coimbatore-641020) (Hereinafter
referred to as the (“Job Worker”) .

(The Company and the Job Worker are hereinafter sometimes referred to a “Party” individually and
“Parties” collectively.)
WHEREAS the Job Worker and the company have proposed to enter into a relationship involving a one
time or a series of business transaction and have arrived at a broad understanding of the terms and
onditions governing the said relationship pursuant to which the parties intend to exchange information /
materials.

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WHEREAS pursuant to the intended exchange of information /materials as above, the parties may
disclose, deliver or transmit to the other party certain confidential or proprietary information/material to
enable the other party to comply with the terms of the principal understanding on the business
transactions.

1.1 Confidential Information

Parties may provide each other with information or materials concerning the transactions agreed to
between the parties as per the Principal understanding which are confidential or proprietary when first
disclosed (“Information”) and include, without limitation, all disclosures, information and materials, design
drawings, engineering drawings, sample components, sample tools, data, products, technology, computer
programs, specifications, manuals, business plans, software, marketing plans, business plans, financial
information, know-how, show-how, concepts, discoveries, inventions, research or technical data, future
developments and other proprietary information or material which were invented and/or acquired by the
parties prior to the project and other information disclosed or submitted, orally, in writing, or electronically
by any other media or mode, by both parties, to each other.

Information may also include information furnished during discussions or oral presentations between the
parties

1.2 “Receiving Party” means party who discloses any Confidential Information or acquires any
confidential information which relates to other party to this agreement.

1.3 “Disclosing Party” means party who disclosed any Confidential Information to other party to this
agreement or about whom such Confidential Information relates to.

1.4 Exceptions:

However, Parties has no obligation under this agreement with respect to Confidential Information
which:

a. is or subsequently becomes generally available to the public through no act or fault of


Parties;
b. was in possession of Parties prior to its disclosure by any party;
c. was lawfully acquired by Parties from a third party who was not under an obligation of
confidentiality to the Parties;
d. was independently developed by Parties’ employees who has no knowledge of the
information; or
e. is required by an order of a legal process to disclose, provided that Receiving party gives
the disclosing party prompt and reasonable notification of such requirement prior to
disclosure.

2. Ownership of Confidential Information

All Confidential Information and any Derivative thereof, remains the exclusive property of the
disclosing party and nothing in the Agreement grants the receiving party any right, title or interest
in or to the Information.

3. Use/Disclosure

a. Parties agree that the Confidential Information is to be considered confidential and


proprietary to the Disclosing Party and Parties shall hold the same in confidence, shall
not use the Confidential Information other than for the purpose of the Principal
understanding as above.

b. Parties shall disclose the Confidential Information only to the Directors, Officers,
employees or advisors on a “need to know” basis to enable them to evaluate such
“Confidential Information” in connection with the purpose of the Principal Understanding.

c. The parties, neither itself nor any of its directors, officers, agents, affiliates, employees,
lenders, advisors or representatives (collectively, “Representatives”) shall disclose,

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publish, or disseminate the Confidential Information of the other part to anyone, and
Parties agree to take reasonable precautions to prevent any unauthorized use,
disclosure, publication, or dissemination of the Confidential Information of the other party.

d. Neither party shall disclose, publish or otherwise reveal any of the Confidential
Information received from the other party to any other party whatsoever except with the
specific prior written authorization of the other party.

e. Confidential Information furnished in tangible form shall not be duplicated by either party
(including, without limitation, store in any computer or electronic system or any written
material/documents) except for the purpose of the principal understanding.

f. Parties further agree that the Confidential Information which may pertain to or touch upon
any regulatory aspects and/or dealings of the other party with any
statutory/government/related agencies / bodies, whether the said information is received
verbally or in writing, will not be disclosed in any manner, either directly or indirectly, to
any third party.

g. Except in connection with the purpose of the principal understanding , Parties agree not
to use the Confidential Information of the other party for its own benefit or that of any third
party, or to the detriment of the other party or any other party without prior written
approval of the other party.

h. Parties will use the same care and discretion to avoid disclosure of Information as Parties
take with respect to use of its own similar information that it does not wish to disclose.

4. Period of Use

Parties will use Information for the purpose set out in Clause 3 for a period commencing on the
date of this Agreement and ending on date on which the relationship between the parties comes
to an end.

5. Period of Confidentiality

Parties will use reasonable efforts to maintain the confidentiality of the Information during the
period of Agreement and shall not disclose the confidential information to third party, directly or
indirectly in any form, for unlimited period from the date of this Agreement irrespective of the
expiration or earlier termination of the period of use described in Clause 4. This clause is not
applicable for the confidential information under clause 1.4 of this agreement.

6. Liability

The parties shall be liable for any loss or theft or unauthorized disclosure of information of other
party. The Parties confirms that it shall notify each other immediately of any loss or unauthorized
disclosure or use of Confidential Information that come to its attention. The Parties agrees to
indemnify against all actual loss and damage which other party may suffer as a result of any
breach of this Agreement by either party which shall be determined by mutual discussion and
understanding between the Parties in writing or by the dispute redressal mechanism given as per
Clause 12 of this Agreement.

7. Nondisclosure of relationship

The Parties shall not make any public announcement, statement or release to any third party
relating to the possible consideration of a business relationship between the Parties hereto or the
finalization of such relationship without the prior written consent of other party.

8. Assignment

Neither Party may assign all or part of this Agreement without the prior written consent of the
other party, whose consent will not be unreasonably withheld.

9. Termination of Agreement

If either of the Parties decides not to proceed with the services agreed in Principal Service

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Agreement and wants to terminate the agreement before the expiry of the period of this
agreement, such Party shall immediately inform the other Party of such decision by giving at least
10 days prior written notice. The termination notice shall contain termination clause for both
Principal Service Agreement and this Non-Disclosure Agreement.

10. Redelivery of Confidential Information

Parties agree that upon cessation of the relationship between the parties, or at any time during its
currency, at the request of other Party shall promptly deliver to each other all copies of the
Confidential Information (including, without limitation, all analyses, copies, extracts or summaries
thereof or based thereon and all other like documents or information related to or derived from
such Confidential Information) in the other Party’s possession or in the possession of any of its
Representatives and shall destroy all memoranda, notes and other writings prepared by other
party or its Directors, Officers, employees or advisors based on the Confidential Information and
issue a letter in this regard to the other party. Redelivery shall not relieve any Party of its
obligations of the Confidentiality under this Agreement.

11. Severability

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or


unenforceable, then this Agreement, including all of the remaining terms, will remain in full force
and effect as if such invalid or unenforceable term had never been included.

12. Headings

Heading used in this Agreement are provided for convenience only and shall not be used to
construe meaning or intent.

In witness whereof the parties have put their hands on the day and the year first herein above
written.

COMPANY JOB WORKER

Witnesses: (with name and Addresses)

1.

2.

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