1. Disclosing Party:
The Party disclosing Confidential Information (the “Discloser”) is PARTNR and the Party receiving Confidential Information (the “Recipient”) is the person partaking the course on ‘Hacking Remote Work in a Decentralised Setup’ offered by PARTNR.
PARTNR and the Company intend to discuss and collaborate on possible synergies between the Parties. In the course of such discussion it is anticipated that certain confidential information related to products and/or business will be disclosed, such disclosure being made for the sole purpose of evaluating synergies and collaborating the right way. This collaboration between the parties is based on PARTNR’s strategy.
a) “Purpose” shall mean providing technical and operational support to implement PARTNRs Intellectual Property, and to support related ambassadors and members.
b) “Confidential Information” shall mean (i) any information or material relating to the Purpose which the Discloser or its Affiliates directly or indirectly discloses or otherwise communicates to the Recipient; (ii) any information related to, but shall not be limited to, the business, affairs, customers, clients, suppliers, plans, intentions or market opportunities, operations, processes, product information, designs, trade secrets, software, know how, applications, products and any other information or data whether of technical, financial or commercial nature of the Discloser or its Affiliates which the Discloser or its Affiliates directly or indirectly discloses or otherwise communicates to the Recipient either in oral, written, graphic or electronic form; (iii) any information relating to the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (i), (ii) and (iii) shall cover information received before, on or after the date of this Agreement that should reasonably have been understood by the Recipient, because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to the Discloser, regardless of whether such information is marked “Confidential” and irrespective of the medium in which the Confidential Information is conveyed or embedded or acquired during facilities tour or meeting. It is understood that Confidential Information can also be furnished in the form of material sample (“Samples”).
c) “Affiliates” shall mean any entity that directly or indirectly through one or more intermediaries is controlled by, controls or is under common control of a Party.
4. Obligation of Confidence – Limitation of Use:
The Recipient acknowledges that the Confidential Information exchanged includes commercially valuable, substantial trade secrets of the Discloser, the design or development of which reflect the effort of skilled personnel and required investment of time and money, which the Discloser entrusts to the Recipient in confidence and that knowledge of all or part of the Confidential Information may constitute insider information under securities laws or yield a competitive advantage over others not having such knowledge. In consideration of the above the Recipient undertakes: (i) to hold strictly in confidence any and all Confidential Information and not to disclose or permit or cause the disclosure of the Confidential Information to any third party ; (ii) to use such Confidential Information only for the Purpose for which it was disclosed and not to otherwise use or exploit such Confidential Information for its own benefit or for the benefit of another person without the prior written consent of the Discloser, and particularly not to use or allow to use the Confidential Information in such manner as to affect negatively the business of the Discloser; (iii) to make the Confidential Information available only to those of its employees and its Affiliate’s employees who have a strict need to know and to the extent that such disclosure is reasonably necessary for the Purpose. The Recipient further agrees that it shall not give access to the Confidential Information to such employees until and unless they have been made aware of the obligations contained herein and are bound by similar confidentiality obligations as if they were party to this Agreement. The Recipient shall be responsible for ensuring compliance with the said obligations by all such employees. The Recipient shall be liable for any breach by any of its employees and of its Affiliates’ employees of the confidentiality obligations contained in this Agreement or for misuse of the Confidential Information; the Recipient Party may retain copies of Confidential Information to the extent required by any applicable law, rule (including the Receiving Party’s internal rules) or regulation by any competent judicial, governmental body; (iv) to protect the Confidential Information with at least the same degree of care as it exercises to protect its own proprietary information of like importance, but in no event less than reasonable care; (v) not alter, modify, translate or adapt the Confidential Information or create derivative works thereof ; not to decompile, disassemble, reverse engineer, translate or reduce to source code the Confidential Information or any portion thereof; not to combine or merge any portion of the Confidential Information with any other software; (vi) not to copy or reproduce the Confidential Information in any form whatsoever without the prior written consent of the Discloser and in the event of consent to reproduce and include in all copies of the Confidential Information the copyright notices and proprietary legends of the Discloser (or of third parties) as they appear therein. The Recipient shall not remove any proprietary, copyright, mask works, trade secret or other legends from any form of Confidential Information; (vii) to use Samples only for internal testing and evaluation only except as agreed otherwise in writing; (viii) upon request, to return all unused Samples to the Discloser or dispose of Samples properly upon completion of testing and evaluation thereof; (ix) to not provide any product incorporating Samples to a third party without the prior written consent of the Discloser; (x) to promptly report to the Discloser any actual or suspected violation of the terms of this Agreement and to take all reasonable steps requested by the Discloser to prevent, control or remedy such violation.
The foregoing obligations shall not apply and the Recipient shall have no further obligation to any part of the Confidential Information: (i) which at the time of disclosure is in the public domain or which after disclosure becomes part of the public domain, other than by act or omission of the Recipient or; (ii) which the Recipient can show was legally in its possession at the time of disclosure and was not acquired directly or indirectly from the Discloser or; (iii) which is received legally from third parties having the right to disclose the same or; (iv) which is independently developed by employees of the Recipient without having referred to or made use of the Confidential Information or; (v) which is approved for release by written authorization of the Discloser or; (vi) which is required to be disclosed by law or pursuant to any competently authorized judicial or governmental request, requirement or order, provided that the Recipient gives the Discloser sufficient prior notice to contest such request, requirement or order. In the event that the Recipient shall invoke one of the above exceptions, it shall demonstrate to the Discloser that such exception is applicable before disclosing or making any use of the Confidential Information for any purpose other than the Purpose above defined.
6. Term and Termination:
This Agreement shall commence on the Effective date and shall remain valid for five (5) years from the date of signature.
7. Effect of Termination:
Upon termination or expiration hereof, the Recipient shall immediately cease use of the Confidential Information and shall, within thirty (30) days thereafter, return to the Discloser all materials in its possession that contain or reflect Confidential Information or certify in writing to the Discloser that all such materials have been destroyed, excluding the copies retained due to compliance with any applicable laws or standard electronic backup and archival procedures, if only personnel whose functions are primarily related to information technology have access to such retained copies. Neither Party shall, by reason of the termination of this Agreement, be liable to the other for compensation, reimbursement or damages on account of the loss of prospective profits or on account of expenditures, investment or other commitments made by one of the Parties, or otherwise.
8. Confidentiality Period:
Notwithstanding the above, it is agreed by the Parties that the obligations set forth in this Agreement shall remain valid from the date of receipt of the Confidential Information and until such Confidential Information has fallen into the public domain through no fault of the Recipient, irrespective of the expiration or termination of this Agreement for any reason.
The Recipient agrees that any Confidential Information of whatever nature or form received from the Discloser during the term of this Agreement shall be considered the Discloser’s proprietary Confidential Information.
10. No License:
Nothing contained herein shall be construed as granting to or conferring upon the Recipient any rights by license or otherwise, express or implied, under the Confidential Information or any intellectual property right of the Discloser.
11. No Warranty:
All Confidential Information is being disclosed on an "as is" basis. The Discloser makes no warranty as to the value or accuracy of the Confidential Information disclosed hereunder nor does it represent or warrant that the use of any or all of the Confidential Information will ensure the achievement of specific results. The Recipient shall in all cases remain fully responsible for the proper use or implementation of the Confidential Information and the Discloser shall not be liable to the Recipient for any expenses or losses or action incurred or undertaken by Recipient in reliance upon the Confidential Information.
12. No Commitment:
Nothing in this Agreement shall be construed as creating any obligation on Discloser to disclose any information whatsoever. The Parties further agree that the disclosure and receipt of the Confidential Information hereunder shall by no means be construed as creating any obligation or any expectation on each of the Parties to enter into any business relationship with the other Party, nor as creating any partnership or any legal entity between the Parties.
13. No Announcement:
Any negotiations and discussions between the Parties hereto are to be maintained in strict confidence, and neither Party shall issue any public announcement concerning any potential or actual business relationship between the Parties hereto.
14. No Assignment:
Neither Party shall have the right to assign this Agreement without the express prior written consent of the other Party. Notwithstanding the above, this Agreement shall inure to the benefit of and be binding upon the Parties, their successors and permitted assigns.
The provisions of this Agreement are necessary for the protection of the respective business and goodwill of the Discloser and are acknowledged by the Recipient to be reasonable for such purpose. The Recipient agrees that any breach of this Agreement will cause the Discloser substantial and irreparable damages and that money damages alone would not be a sufficient remedy for any such breach, and agrees that the Discloser shall be entitled to seek injunctive or other equitable or similar relief to remedy or prevent any breach or threatened breach of this Agreement by the Recipient. Such remedy shall not be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity.
16. Governing Law:
This Agreement shall be governed by the laws of the Republic of India. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of Bengaluru courts, to which both Parties hereby expressly submit.
This Agreement may only be amended by a written instrument signed by both Parties. The Parties agree that facsimile signature will have the same legal effect as original signatures and may be used as evidence of execution.
Party 1: PARTNR SUBSPACES PRIVATE LIMITED
Date: 1st October 2021
Party 2: The person partaking the course on ‘Hacking Remote Work in a Decentralised Setup’
Date: 1st October 2021
This non-disclosure agreement (the “Agreement”) is entered by and between PARTNR SUBSPACES PRIVATE LIMITED, 19/A, 2nd I cross, Ramaiah Layout, Kacharakanahalli, Bangalore- 560084 (the “PARTNR“) and the person partaking the course on ‘Hacking Remote Work in a Decentralised Setup’ offered by PARTNR (the “Company”), also acting for the purpose of this Agreement in the name of and for and on behalf of their Affiliates, each a “Party” and together the “Parties”.