Name: Amruta Gharge

SRN: 202200250

PRN: 2280020016

Class: BBA – SEM VI

Course Code: BBA601

Course Name: Business Law

Name: Aryan Anand

Address: Ahmedabad, Gujarat

Designation: Assistant Manager

Employee Code: 1041

NON-DISCLOSURE AGREEMENT
This Non-Disclosure and Confidentiality Agreement (hereinafter referred to as
the “Agreement”) is made effective from March 11, 2025.

By and Between

Mr./Miss/Mrs. Aryan Anand, son/daughter/wife of Arun Anand, resident of

Ahmedabad, Gujarat (hereinafter referred to as the “Recipient”) of the ONE
PART,

AND

[WeRenew Energy Pvt. Ltd.] (hereinafter referred to as the “Company”), a

company incorporated under the Companies Act, 1956 and having its registered
office at 123, Shyam Corporate Park, Sneh Park, Sindhu Bhavan Rd., New Delhi
of the OTHER PART.

In consideration of the commencement of the Employee’s employment with the

Company and the compensation that will be paid, the Employee and the
Company agree as follows:

1. Term of Agreement.

This Agreement shall become effective on the Effective Date and shall remain in
effect indefinitely thereafter, notwithstanding any resignation or termination,
unless terminated in accordance with its terms. This provision ensures the
enduring applicability and enforceability of the Agreement beyond the period of
employment or affiliation with the Company.

2. Limitations of this Agreement

2.1 No Employment Contract: Nothing in this Agreement shall be interpreted or

construed to constitute a contract of employment or to obligate either You or
the Company to any specific term of employment following your termination.

2.2 Scope of Agreement: This Agreement is limited solely to the subject matter
of confidentiality as expressly described herein.

3. Representations and Warranties

3.1 No Breach of Prior Obligations: You represent and warrant that your
relationship with the Company will not cause or require you to breach any
contract or other obligation you may have with any former or future employer,
or any other person or organization. This includes, but is not limited to, any
obligations of confidentiality, non-competition, or non-solicitation. You affirm
that your engagement with the Company will not conflict with any agreements
you have previously entered into, ensuring that no legal or ethical boundaries
are crossed as a result of your association with the Company.
3.2 Non-Disclosure of Third-Party Information: You expressly agree that you
will not knowingly use, disclose, or disseminate any confidential or proprietary
information belonging to another person, enterprise, or organization without the
explicit written consent of such person, enterprise, or organization. This
commitment is critical to maintaining the integrity of the Company's operations
and ensuring that no unauthorized information transfer occurs. You are aware
that the misuse of such information not only violates the trust placed in you by
prior employers or third parties but could also expose both you and the Company
to legal repercussions.

3.3 Adherence to Ethical Standards: You further represent and warrant that
you will uphold the highest standards of ethical behavior during your tenure with
the Company. This includes avoiding any actions that could be perceived as a
conflict of interest, maintaining the confidentiality of sensitive information, and
ensuring that all interactions with former employers, colleagues, or business
partners are conducted in a manner that is transparent and above reproach. By
adhering to these standards, you contribute to fostering a work environment that
is both legally compliant and ethically sound, reinforcing the Company's
reputation for integrity and professionalism.

4. Confidential Information Defined

4.1 Scope and General Definition: "Confidential Information" refers to all

confidential and/or proprietary information disclosed to you during your
employment, or which you otherwise learn as a direct or indirect result of your
employment with the Company. This encompasses information not generally
known to the public or others who could derive economic value from its
disclosure or use. Any information related to the Company that you gain during
your employment should be considered confidential unless explicitly identified
as non-confidential.

4.2 Types of Confidential Information: Confidential Information includes all

proprietary technical, financial, customer, business, or other information owned
by or licensed to the Company or any of its clients, customers, or vendors. This
includes, but is not limited to, customer lists, pricing data, supply sources,
production techniques, computerized data, maps, production methods, product
design information, written materials, drawings, photographs, layouts, computer
programs, software, firmware, inventions, discoveries, improvements,
developments, tools, machines, designs, works of authorship, logos, promotional
ideas, concepts, formulas, market information, trade secrets, information
related to current or proposed research and development, organizational charts,
advertising materials, financial records, and reports of the Company or any
affiliated enterprise, as well as inventions, patents, patentable inventions,
copyrighted materials, and performance standards.

4.3 Indicators of Confidentiality: Confidential Information includes all

information that should reasonably be understood by you as confidential due to
legends or other markings, the circumstances of disclosure, or the nature of the
information itself, regardless of whether such information is marked
"Confidential." All information gained during your employment should be
presumed confidential unless it is clearly identified otherwise or the
circumstances of disclosure demonstrate it is not confidential.

4.4 Context and Circumstances of Creation: Confidential Information includes,

without limitation, information that is made, written, discussed, developed,
secured, obtained, or learned (a) solely or jointly with others, (b) during usual
working hours or otherwise, (c) at the request and upon the suggestion of the
Company or otherwise, (d) with the Company’s materials, tools, instruments, or
(e) on the Company’s premises or elsewhere. This ensures that any information
related to the Company's operations, regardless of where or how it is developed
or discovered, is protected.
4.5 Employee-Created Confidential Information: Confidential Information also
includes all confidential and proprietary material that you may design, author,
create, distribute, or produce during the term of your employment. This
encompasses any original works of authorship, inventions, developments, or
improvements created using the Company’s resources, within the scope of your
employment, or that relate to the Company's business. By extending
confidentiality to employee-created information, the Company ensures
comprehensive protection of its intellectual property and proprietary
information.

5. Return of Confidential Information

5.1 Obligation to Return Confidential Information: You agree to promptly

return all Confidential Information to the Company upon the earlier of the
Company's request or the termination of your employment. This includes all
documents, materials, electronic files, and any other forms of media containing
Confidential Information. You must ensure that no copies, summaries, or
excerpts of Confidential Information are retained by you in any form. This
obligation is critical to maintaining the security and integrity of the Company’s
proprietary information and preventing any unauthorized use or disclosure.

5.2 Compliance with Company Policies: You agree to comply with all reasonable
rules and procedures established by the Company for the protection of
Confidential Information. This includes adhering to any specific guidelines
regarding the handling, storage, transmission, and destruction of Confidential
Information. You acknowledge that the Company may have stringent measures
in place to safeguard its proprietary data, and you agree to follow these
measures diligently. Compliance with these policies is essential to prevent any
inadvertent loss, theft, or exposure of sensitive information.

6. Disclosure to the Company of Confidential Information

6.1 Immediate Disclosure Obligation: You agree to promptly and fully disclose
to the Company any Confidential Information that you design, create, develop,
or otherwise generate during the course of your employment. This obligation
includes, without limitation, any information or work product that is patentable,
subject to copyright protection, or may be protected as a trade secret. Prompt
disclosure ensures that the Company is fully aware of all proprietary
developments and can take appropriate measures to protect and utilize such
information effectively.

6.2 Assignment and Transfer of Rights: Upon disclosure, you agree to assign
and transfer to the Company all rights, titles, and interests in the Confidential
Information, including any intellectual property rights that may arise from such
information. This includes executing any documents or taking any actions
necessary to effectuate the assignment and secure the Company’s ownership of
the Confidential Information. By ensuring the Company holds all rights to the
developed information, this clause safeguards the Company’s ability to protect
and capitalize on its intellectual property.

7. Disclosure of Intellectual Property

7.1 Mandatory Disclosure of Applications: You agree to promptly disclose to

the Company any patent or copyright applications you file, or steps you take to
seek intellectual property protection, during the course of your employment or
within a reasonable period thereafter. This includes providing detailed
information about the nature of the intellectual property, the scope of the
protection sought, and the status of any applications or filings. Timely disclosure
ensures that the Company is fully informed about potential intellectual property
assets and can take necessary actions to protect its interests.

7.2 Reporting Steps Taken for Protection: You agree to report to the Company
any steps taken to secure intellectual property protection, including but not
limited to filing for patents, copyrights, trademarks, or trade secrets. This
includes disclosing any communications with intellectual property offices, legal
counsel, or other relevant parties involved in the process. Providing
comprehensive details about these steps allows the Company to monitor the
progress and ensure alignment with its intellectual property strategy and policies.

7.3 Assignment and Ownership of Intellectual Property: Upon disclosure, you

agree to assign and transfer to the Company all rights, titles, and interests in the
disclosed intellectual property, including any applications or registrations that
result from the steps taken to seek protection. This includes executing any
necessary documents or taking actions required to perfect the assignment and
secure the Company’s ownership of the intellectual property. By ensuring that
the Company holds all rights to the disclosed intellectual property, this clause
safeguards the Company’s ability to protect, commercialize, and enforce its
intellectual property rights.

8. Assignment

8.1 Comprehensive Assignment of Intellectual Property: As a condition of your

employment, you agree to assign, transfer, and convey, and you do hereby assign,
transfer, and convey to the Company or its designee, all of your right, title, and
interest in and to any and all concepts, ideas, inventions, processes,
improvements, copyright-able works, patentable goods or inventions,
trademarks, copyrights, formulas, manufacturing technology, developments,
writings, discoveries, and trade secrets that you may make, conceive, or reduce
to practice, whether by yourself or in cooperation with others. This
comprehensive assignment ensures that all intellectual property created during
your employment is owned by the Company, securing its proprietary interests
and enabling it to fully exploit and protect these assets.

8.2 Exceptions to Assignment Obligation: The obligation to assign intellectual

property to the Company shall not apply to any work product that meets all of
the following criteria: (i) no Company equipment, supplies, facilities, or trade
secret information were used in its development; (ii) it was developed entirely
on your own time; (iii) it is not derived from any work you have performed for
the Company; and (iv) it does not relate to the Company’s business or to the
Company’s actual or anticipated research or development. This exception
ensures that personal projects and developments that are entirely independent
of your employment with the Company remain your property.

8.3 Documentation and Assistance: You agree to execute all documents and
provide all necessary assistance to the Company, at its request to secure, and
enforce the Company's rights to the assigned intellectual property. This includes,
but is not limited to, executing patent applications, copyright registrations, and
other necessary documents, as well as providing testimony or evidence in support
of the Company’s claims to the intellectual property. By ensuring that you
provide ongoing support, this clause strengthens the Company’s ability to protect
and enforce its intellectual property rights effectively.

9. Modifications

9.1 Requirement for Written Modification: This Agreement may only be

modified by a contract in writing executed by the party seeking to enforce such
modification. Any modification to this Agreement must be documented in a
formal written contract that clearly identifies the specific changes, is signed by
all parties involved in the modification, and expressly indicates their consent to
the modified terms. This requirement ensures clarity and certainty regarding any
changes made to the Agreement.

9.2 Exclusivity of Written Modifications: Oral agreements or informal

discussions regarding modifications to this Agreement shall not be binding or
enforceable unless reduced to writing and executed as specified in Section 10.1.
This provision emphasizes the importance of formalizing any changes to the
Agreement in writing to prevent misunderstandings or disputes regarding the
intent and scope of modifications.

9.3 Enforcement of Modifications: The party seeking to enforce a modification

to this Agreement bears the burden of proving the existence and validity of the
written contract containing the modified terms. This includes demonstrating that
all necessary parties have signed the modification agreement and consented to
its terms as required by Section 10.1. By placing this burden on the enforcing
party, this clause ensures adherence to formalities and enhances the
enforceability of modifications.

10. Waiver

10.1 Requirement for Written Waiver: Any waiver of a default under this
Agreement must be made in writing to be effective. A written waiver of default
shall apply solely to the specific default waived and shall not constitute a waiver
of any other default, whether related to the same or any other provision of this
Agreement. This requirement ensures that waivers are clear, specific, and do
not imply forgiveness of future or other defaults.

10.2 Preservation of Rights and Remedies: No delay or omission by either party

in exercising any right or remedy under this Agreement shall impair such right or
remedy or be construed as a waiver of that or any other right or remedy. The
parties retain the right to enforce their rights and remedies at any time,
regardless of prior delays or omissions, ensuring the preservation of all available
legal options.

10.3 Limited Effect of Consent: A consent to or approval of any act or omission

shall not be deemed to waive or render unnecessary consent to or approval of
any other or subsequent act or omission. Each consent or approval stands
independently and does not diminish the requirement for future consents or
approvals as specified under this Agreement. This clause reinforces the necessity
for explicit and separate consents for each relevant action or omission,
maintaining clarity and compliance with the terms of the Agreement.

11. Jurisdiction and Venue

This Agreement shall be governed by and construed in accordance with the laws
of New Delhi. Any dispute arising out of or related to this Agreement shall be
subject to the exclusive jurisdiction of the courts in New Delhi, India. The parties
hereby consent to the jurisdiction and venue of such courts, waiving any
objection to the convenience or propriety of such forums. This provision ensures
that all disputes concerning this Agreement are resolved in a specified
jurisdiction, providing clarity and certainty to the enforcement and
interpretation of its terms.

12. Additional Provisions

12.1 Data Security: The Employee agrees to comply with all Company policies
and procedures regarding the protection of information systems and data
security. The Employee will not use any unapproved devices or software that
could compromise the security of the Company’s data.
12.2 Prohibited Activities: The Employee will not engage in any activity that
might result in the unauthorized disclosure of Confidential Information, including
but not limited to discussing Confidential Information in public places, leaving
documents or electronic devices containing Confidential Information unattended,
or using unsecured communication channels to transmit Confidential Information.

12.3 Monitoring and Reporting: The Employee acknowledges that the Company
may monitor the use of its information systems to ensure compliance with this
Agreement and Company policies. The Employee agrees to promptly report any
suspected or actual unauthorized use or disclosure of Confidential Information
to the Company’s management.

12.4 Training and Acknowledgment: The Employee agrees to participate in any

training programs required by the Company to ensure understanding of the
obligations under this Agreement and Company policies regarding Confidential
Information.

13. Arbitration Clause

Any dispute, controversy, or claim arising out of or relating to this Agreement,

including the breach, termination, or validity thereof, shall be resolved by
arbitration in accordance with the Arbitration and Conciliation Act, 1996, and
any amendments thereto. The arbitration shall be conducted as follows:

I. Arbitration Tribunal: The arbitration shall be conducted by a sole arbitrator

mutually agreed upon by the parties. If the parties are unable to agree on
the arbitrator within thirty (30) days of a request for arbitration, either party
may apply to the High Court of New Delhi for the appointment of an
arbitrator.
II. Venue: The seat and venue of the arbitration shall be New Delhi, India.
III. Language: The language of the arbitration shall be English.
IV. Procedure: The arbitral proceedings shall be conducted in accordance with
the rules of the Arbitration and Conciliation Act, 1996, as in force on the
date of the commencement of arbitration, and as amended from time to
time.
V. Interim Relief: The arbitrator shall have the authority to grant interim
measures, including injunctive relief or specific performance, as necessary
to protect the rights of the parties pending the resolution of the dispute.
VI. Final Award: The award of the arbitrator shall be final and binding on the
parties and shall be enforceable in any court of competent jurisdiction.
VII. Costs: Each party shall bear its own costs and expenses incurred in
connection with the arbitration, and the costs of the arbitration, including
the fees of the arbitrator, shall be borne equally by the parties unless the
arbitrator decides otherwise.
VIII. Confidentiality: The parties agree that all matters relating to the
arbitration shall be kept confidential. This includes all documents, evidence,
and other materials produced in connection with the arbitration, as well as
all proceedings, discussions, and decisions made by the arbitrator.
IX. Governing Law: The arbitration clause and the rights of the parties
hereunder shall be governed by and construed in accordance with the laws
of India.

14. Accountability

14.1 Considering the nature of business, the Recipient would continue to be

accountable to the Company for the impact and effect of actions even beyond
the terms of employment with the Company in so far as they pertain to
events/occurrences that transpired during the period of employment with the
Company and in so far as the impact and effect of actions are based on actions
of the Recipient taken without adhering to the laid-down procedures of the
Company or are taken without the requisite approvals .
14.2 Should the Recipient reveal or threaten to reveal any part of the
Information, the Company shall be entitled to an injunction restraining the
Recipient from disclosing the same, or from rendering any services to any entity
to whom the Information has been or is threatened to be disclosed. The right to
secure an injunction is not exclusive, and the Company may pursue any other
remedies it has against the Recipient for a breach or threatened breach of
confidentiality, including the recovery of damages from the Recipient.

15. Declaration

I, Aryan Anand, son/daughter of Arun Anand, residing at Ahmedabad, Gujarat,

hereby declare that I have read and fully understand the terms and conditions
of this Non-Disclosure Agreement. I acknowledge that I am entering into this
Agreement voluntarily and that I agree to abide by its terms. I recognize the
importance of maintaining the confidentiality of the Company's proprietary
information and trade secrets, and I commit to adhering to the obligations set
forth in this Agreement both during and after my employment with the Company.
I understand that any breach of this Agreement may result in legal action and
agree to the remedies specified herein. By signing below, I accept and agree to
all terms and conditions contained in this Agreement.

Execution: IN WITNESS WHEREOF, the Parties hereto have executed this

Agreement as of __________________.

Recipient For and on behalf of

WeRenew Energy Pvt. Ltd.

Dr. Himanshu Patel

Managing Director
Witness 1: Witness 2:
- Comments by Advocate Shiv K Bhatt:

- The “indefinite” duration in Section 1 is broad; consider specifying a

reasonable post-employment confidentiality period (e.g., 2-5 years).

- Clarify if confidentiality applies to work done outside office hours or on

personal devices.

- Rest it seems ok.

Ad. Shiv K Bhatt Place: Ellis Bridge, Ahmedabad - 380006

*I have provided my comments for educational purposes only. This document shall
not be considered an official document for any claims.
Understanding Confidentiality and Nondisclosure
Agreements
Course completed by Amruta Gharge
Mar 04, 2025 at 03:16PM UTC

Top skills covered

Non-disclosure Agreements Confidentiality

Head of Global Content, Learning

Program: PMI® Registered Education Provider

Provider ID: #4101
Activity #: 4101QTIG3T
PDUs/ContactHours: 0.75
The PMI Registered Education Provider logo is a registered mark of the Certificate ID:
Project Management Institute, Inc. 4435d72b47b15fb0165eae53c5a1ab00eaaa8a382342627b6cb1646db8047b0f
Legal Tips for Non-Lawyers
Course completed by Amruta Gharge
Mar 10, 2025 at 12:55PM UTC • 40 minutes

Top skills covered

Legal Advice

Head of Global Content, Learning

Certificate ID: 1bd2e8a8e084251d0fdc4ae8a15356fa22fd2f4f5c64ee2f6293908deddeb612