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DocuSign Envelope ID: 796FF008-5341-44B1-B18B-DDA7473B73F7

NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (the "Agreement") is entered into between:

(1) Ajastos Film Technology Labs Pvt Ltd

- hereinafter referred to as "Interested Party"-

and

(2) Tiptap GmbH, Kurfürstenstraße 56, 10785 Berlin

- hereinafter referred to as "Disclosing Party"-

Interested Party and Disclosing Party are also referred to collectively as the "Parties" and
each as a "Party".

Preamble
(A) The Parties wish to enter into discussion regarding a possible investment of the
Interested Party in the Disclosing Party ("Transaction").
(B) In this context the Disclosing Party will disclose (or respectively has already
disclosed) information about its business which may contain operational and
business secrets or other confidential information.

Now, therefore, the Parties hereby agree as follows:

§ 1 Definitions
(1) "Confidential Information" within the meaning of this Agreement shall mean all
information about the Disclosing Party and/or its Representatives as well as their
respective businesses and affairs, in particular any trade secrets
(Geschäftsgeheimnisse) within the meaning of the German Trade Secrets
Protection Act (Geschäftsgeheimnisschutzgesetz - GeschGehG), which was or is
obtained either verbally or in writing or electronically or in any other form at any
time (before, on or after the signing of this Agreement and irrespective of who
provided such information and how such information was provided) by the
Interested Party and/or its Representatives,

unless such information


(a) is in or enters the public domain or is or becomes generally available
when or after the Interested Party was provided with such information
other than as a result of any breach of this Agreement or any other
confidentiality obligation by the Interested Party or any of its
Representatives; or
(b) was already legitimately in the possession of the Interested Party and not
subject to a duty of confidentiality before the Interested Party received
the information from the Disclosing Party or its respective
Representatives; or
DocuSign Envelope ID: 796FF008-5341-44B1-B18B-DDA7473B73F7

(c) has been received by the Interested Party from a third party (who is not a
Representative), (x) who was entitled to disclose this information without
restriction and (y) who, in particular, did not obtain the information as a
result of a violation of statutory law or a contractual obligation vis-à-vis
the Disclosing Party or its Representatives and (z) who does not commit
such violation by disclosing the information.
(2) An "Affiliate" within the meaning of this Agreement shall mean an affiliate within
the meaning of §§ 15 et seqq. of the German Stock Corporation Act (AktG).
(3) "Representatives" of a Party within the meaning of this Agreement shall mean
such Party's Affiliates and the officers, employees, workers, authorized agents
and advisors (including – but not limited to – tax advisors, lawyers, accountants
and banks) of such Party and its Affiliates. A Representative which loses the
status as Representative during the term of this Agreement shall – irrespective of
it losing such status – continue to be a Representative within the meaning of this
Agreement.
(4) The term "Authorized Recipient" shall have the meaning as defined in § 4(2).
(5) "Financing Bank" within the meaning of this Agreement shall mean any provider
of third party financing in relation to the Transaction.

§ 2 Duty of Confidentiality
(1) The Interested Party shall ensure that Confidential Information is disclosed only to
Authorized Recipients.
(2) The Interested Party undertakes and shall ensure that all of its Representatives
who obtain Confidential Information,
(a) comply with the provisions of this Agreement, in as far as permitted
under applicable law;
(b) take appropriate confidentiality measures with respect to any trade
secrets (Geschäftsgeheimnisse) within the meaning of the German Trade
Secrets Protection Act (Geschäftsgeheimnisschutzgesetz - GeschGehG)
obtained as part of the Confidential Information;
(c) do not use any Confidential Information for purposes other than for the
discussions as described in the preamble and its evaluation of the
Transaction (in particular not for the purpose of competing with the
Disclosing Party or any of its Representatives);
(d) do not disclose any Confidential Information to Representatives or third
parties, with the exception of the disclosure in accordance with this
Agreement to such of its Authorized Recipients who require this
information in order to evaluate or carry out the Transaction;
(e) do not disclose vis-à-vis third parties that Confidential Information exists
or is or has been provided to the Interested Party or its Representatives
in whole or in part, that the Interested Party is considering the
Transaction or that negotiations regarding the Transactions are taking or
have taken place;
(f) do not provide any comments or other express or implied statements or
opinions concerning the Transaction, the Disclosing Party and its
DocuSign Envelope ID: 796FF008-5341-44B1-B18B-DDA7473B73F7

Representatives, their respective assets, affairs or business prospects


vis-à-vis any person who is not an Authorized Recipient; these
obligations shall apply until termination of this Agreement regardless of
whether the Transaction or the interest of the Interested Party in the
Transaction has become publicly known; and
(g) inform the Disclosing Party in any case of § 1(1)b) and § 1(1)c) without
delay and in writing, stating its sources, that this information is already in
its possession.
(3) In considering the Transaction and reviewing the Confidential Information
disclosed, the Interested Party acts solely on its own behalf and not as an agent
or broker or a part of a group with any third party. The Interested Party shall not,
directly or indirectly, without prior written consent of the Disclosing Party, enter
into any agreement, arrangement or understanding, or any discussions with any
other person concerning its participation in the Transaction. The preceding
sentence does not apply to agreements, arrangements, understandings or
discussions with its Representatives or to entering into an exclusivity agreement
with a Financing Bank.
(4) Reverse engineering (§ 3 I no. 2 German GeschGehG) is not allowed, i.e. the
Interested Party is prohibited from imitating or copying, investigating, dismantling,
decompiling or testing Confidential Information such as objects and products of
the Disclosing Party in order to obtain Confidential Information without the written
consent of the Disclosing Party.

§ 3 Protective Measures
In order to ensure that the Confidential Information is kept confidential, the Interested
Party agrees

a) that all documents and materials which contain Confidential Information


○ are kept separately from all other documents and notes and in such a
way that they are recognizable as trade and business secrets of the
Disclosing Party; and
○ are kept in a safe place in order to protect them from theft or
unauthorized access; and
b) neither to use, reproduce, process or save Confidential Information on any
computer or electronic information system which can be accessed by third
parties, irrespective of form and means; and
c) to notify the Disclosing Party without undue delay after becoming aware of an
actual or imminent unauthorised use or an actual or imminent unauthorised
disclosure of Confidential Information and to take all reasonable measures in order
to prevent or terminate any such unauthorised use or any such unauthorised
disclosure, if necessary with assistance of the Disclosing Party.

§ 4 Instruction and Supervision of Authorized Representatives


(1) The Interested Party agrees
DocuSign Envelope ID: 796FF008-5341-44B1-B18B-DDA7473B73F7

(a) to inform those of its Representatives who receive Confidential


Information in accordance with this Agreement about the confidential
nature of the Confidential Information, before making it accessible to
them; and
(b) to ensure that these Representatives are bound by law or contract to
keep the Confidential Information confidential (including on the basis of
statutory confidentiality obligations and/or professional conduct rules), in
as far as permitted under applicable law; and
(c) to ensure that these Representatives comply with the provisions of this
Agreement, in as far as permitted under applicable law.
(2) A Representative of the Interested Party in relation to whom the obligations
above have been complied with and who needs to know a specific Confidential
Information in order to fulfil its role in evaluating the Transaction is an "Authorized
Recipient" of such Confidential Information within the meaning of this Agreement.

§ 5 Data Protection
(1) If the Interested Party is provided with Confidential Information that contains
personal data, it will only process this information to the extent necessary for the
purposes of this Agreement and in compliance with the provisions of the General
Data Protection Regulation (GDPR), the Federal Data Protection Act and other
data protection provisions (together the "Applicable Data Protection Law") and
will also protect personal data in accordance with Applicable Data Protection Law.
(2) If the Transaction does not take place, the Interested Party and its
Representatives must, at the Disclosing Party's choice delete, destroy in a manner
which is consistent with data protection requirements, or return all personal data
within the meaning of paragraph (1).

§ 6 Disclosure Requirements
In the event that the Interested Party or one of its Representatives is required by a
statutory obligation or a court order or official requirement by a state authority to disclose
the Disclosing Party's Confidential Information, the Interested Party shall

a) without undue delay, as far as legally permissible, notify the Disclosing Party by
e-mail of this obligation and on its request assist the Disclosing Party as far as
possible in protecting the Confidential Information or having it protected judicially;
and
b) disclose only such Confidential Information which must be disclosed by reason of
any legal requirements and use its best endeavours to ensure that the
Confidential Information disclosed is treated as far as possible in accordance with
this Agreement.
DocuSign Envelope ID: 796FF008-5341-44B1-B18B-DDA7473B73F7

§ 7 Request for Information


(1) The provision of Confidential Information is entirely within the discretion of the
Disclosing Party and nothing in this Agreement obliges the Disclosing Party to
provide any such Confidential Information.
(2) The Disclosing Party reserves the right, at any time and without stating reasons
not to disclose or provide Confidential Information to the Interested Party, or to
only partially disclose or provide Confidential Information. There is, in particular,
no obligation to treat the potential investors or other third parties equally or to
grant equal access to information.

§ 8 No Transfer of Rights
(1) All rights to the Confidential Information shall remain with the Disclosing Party.
(2) No provision in this Agreement shall be interpreted expressly or by implication as
the transfer of any rights or the grant of any licences in relation to the Confidential
Information.

§ 9 No Warranty or Guarantee
(1) The Disclosing Party does not warrant or guarantee that the Confidential
Information it has made available is complete or accurate or that the Confidential
Information may be used by the Interested Party or its Authorized
Representatives.
(2) Neither the conclusion of this Agreement nor the provision of Confidential
Information constitutes any obligation of the Disclosing Party or any of its
Representatives to provide the Interested Party or its Representatives with further
information or to update or correct any Confidential Information already obtained.
(3) Neither the conclusion of this Agreement nor the provision of Confidential
Information shall be interpreted as an offer of the Disclosing Party to execute the
Transaction.

§ 10 Non-solicitation
(1) The Interested Party shall ensure that its Representatives will not, for a period of
two years from the date of this Agreement, without the Disclosing Party's prior
written consent, either directly or indirectly, solicit for employment or entice away
from the Disclosing Party or any of its Affiliates any officer, manager or employee,
whether or not that person knows any of the Confidential Information or would
commit a breach of his/her contract of employment by reason of his/her leaving
his/her current employment.
(2) The foregoing non-solicitation provision shall not apply in case the Interested
Party or one of its Representatives hires any such person who has not been
employed by Disclosing Party or any of their Affiliates during the preceding six
months or any such person who is hired as a result of such person responding to
a bona fide general advertisement for employment.
DocuSign Envelope ID: 796FF008-5341-44B1-B18B-DDA7473B73F7

§ 11 Liability of Interested Party


The Interested Party shall be fully responsible for any violation of this Agreement by itself
or any of its Representatives. The Interested Party shall indemnify the Disclosing Party and
any of its Representatives from all claims, liability, damage, costs and expenses
irrespective of fault arising from a violation of this Agreement by the Interested Party or
any of its Representatives.

§ 12 Return/Destruction of the Confidential Information


(1) The Interested Party is obliged at the request of the Disclosing Party,
(a) to return to the Disclosing Party all Confidential Information, whether
written or in any other form, without undue delay and together with all
reproductions and copies thereof or, at the Disclosing Party's request, to
destroy all such information and provide proof thereof, except where the
Interested Party or its Representatives are obliged by law to keep a copy;
(b) at the same time, at the choice of the Disclosing Party, to return or
destroy – providing proof thereof – all other materials, including materials
produced by the Interested Party itself, which contain Confidential
Information or which allow conclusions to be drawn about such, except
where the Interested Party or its Representatives are obliged by law to
keep a copy; if these materials also contain Confidential Information of
the Interested Party, the Disclosing Party can only demand the
destruction of these materials; and
(c) to confirm to the Disclosing Party in writing that it has returned or
destroyed the Confidential Information in the described manner.
(2) As far as a copy of materials containing Confidential Information may be kept in
accordance with the above provisions, the Interested Party shall ensure that
access to such copy is excluded as far as legally permissible and the provisions of
this Agreement shall continue to apply until such copy has been destroyed or
returned in accordance with this Agreement.
(3) Confidential Information shall be destroyed using state of the art technology,
including also electronic backups and archive systems.
(4) The Interested Party is not entitled to assert a retention right with regard to its
obligations under this § 12.

§ 13 Duration and Termination of this Agreement


(1) The Disclosing Party and the Interested Party shall be free to terminate the
negotiations concerning the Transaction at any time without giving reasons. This
Agreement does not give rise to a legal obligation to carry out the Transaction.
(2) This Confidentiality Agreement shall expire two years after the conclusion of this
Agreement, as far as this Agreement does not expressly provide for otherwise. For
Confidential Information that is a trade secret under applicable law, the above
confidentiality obligations shall continue to apply as long as the Confidential
Information is a trade secret under applicable law.
DocuSign Envelope ID: 796FF008-5341-44B1-B18B-DDA7473B73F7

(3) The enforcement of claims already arisen at the expiration of this Agreement, in
particular of claims for indemnification or damages, is not limited by the expiration
of this Agreement. These claims shall become time-barred in accordance with
statutory provisions.

§ 14 Miscellaneous
(1) The Parties agree that the burden of proof in regard to the presence of an
exception from the confidentiality obligation under this Agreement shall be borne
by the Interested Party.
(2) Each Party shall fulfil its obligations under this Agreement free of charge and
without any claim to reimbursement of costs.
(3) This Agreement constitutes a contract for the benefit of third parties pursuant to
section 328 of the German Civil Code (BGB) by which rights are granted to the
benefit of the Disclosing Party's Representatives. The Disclosing Party shall have
the right to unilaterally reduce or terminate such aforementioned rights of the
third party beneficiaries without the approval of the affected third party
beneficiary or the Interested Party being required.
(4) The Interested Party is entitled to a set-off only with undisputed counterclaims or
counterclaims which have been confirmed by a final decision of a competent
court.
(5) The transfer of this Agreement or the rights or obligations thereunder require the
prior written consent of the respective other Parties.
(6) This Agreement contains all agreements between the Parties regarding the
treatment of Confidential Information.
(7) The fact that this Agreement is drafted in English does not mean that the laws,
doctrine or case law of any English speaking jurisdiction apply to the
interpretation of this Agreement.
(8) Amendments and/or additions to this Agreement shall be valid only if made in
writing and signed by all Parties. This also applies to any amendment to this
written form clause.

§ 15 Applicable Law, Jurisdiction


(1) This Agreement is governed by the laws of the Federal Republic of Germany.
(2) Exclusive venue for all disputes in connection with this Confidentiality Agreement
and its validity is Berlin.

§ 16 Severability Clause
(1) Should individual provisions of this Agreement be or become invalid or ineffective
in whole or in part this shall not affect the validity of the other provisions. The
Parties undertake to agree in the required form a valid and effective provision in
lieu of the invalid or ineffective provision which most closely reflects the legal and
economic intent of such provision.
DocuSign Envelope ID: 796FF008-5341-44B1-B18B-DDA7473B73F7

(2) Should individual provisions of this Agreement require interpretation or


supplementation in whole or in part, the interpretation or supplementation shall be
carried out in a manner which preserves as well as possible the spirit, content and
purpose of this Agreement.
(3) Should this Agreement contain a contractual gap, paragraph (2) shall apply
mutatis mutandis.

***

08.01.2024 Hyderabad India 08.01.2024 Berlin, Germany

Rakesh Vanka Philip Isik, Tiptap GmbH

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