NON DISCLOSURE AGREEMENT
This Non- Disclosure agreement is made and executed on this at .
BETWEEN
, a company incorporated under the provisions of the Companies Act, 2013, having its registered office at , (hereinafter referred to as the “Disclosing Party” , which expression shall, unless it be repugnant to the context or meaning thereof, means and includes its heirs, executors, administrators, legal representatives/ the partners or partner for the time being of the firm the survivors or survivor of them and the heirs, executors, administrators of the last surviving partner and his or her assigns/ its successors and assigns of the ONE PART.
AND
, a probationary permanentcontractual employee of having permanent address at bearing Aadhar No.PAN No. and employee code , (hereinafter referred to as the “Receiving Party” , which expression shall, unless it be repugnant to the context or meaning thereof, mean and include his/her heirs, executors, administrators, legal representatives) of the OTHER PART;
WHEREAS, The Disclosing Party and Receiving Party are hereinafter collectively referred to as “Parties” and individually a ‘Party’.
WHEREAS, the company is providing services in the field of
WHEREAS, The Parties wish to collaborate and enter into discussions for the purpose of Designing, building and maintaining our social media presence, brainstorming new and creative social media strategies, collaborating with internal teams to optimize user experience, using analytics to evaluate end-to-end customer experience, track, export and analyse websites analytics and PPC campaigns, SEO ,SEM, SMM, Develop link building strategies, recommend changes to website architecture, content, linking and other factors to improve SEO positions to target keywords, handle SEO and SMM operations for the Company and subsidiary companies (“Purpose”) and wish to keep such discussions confidential.
Now, therefore, in consideration for the mutual promises and covenants set forth herein, the Parties agree as follows:
1. Confidential Information:
1.1
“Confidential Information” shall mean and include all non-public information, written or oral, disclosed, directly or indirectly, through any means of communication or observation (including oral, graphic, written, or electronic form) by the Disclosing Party or any of its affiliates or representatives to or for the benefit of the Receiving Party from the Effective Date, irrespective of whether such information:
(a) has been specifically marked as “confidential” at the time of disclosure;
(b) is treated as proprietary information by the Disclosing Party; or
(c) is owned or developed by the Disclosing Party.
1.2
“Confidential Information” shall include business plans, pitch decks, policies, designs, and objects of this magnitude. This is the sole intellectual property of the Disclosing Party and divulging any of this information shall lead to violation of company policies.
2. Disclosure of Confidentiality:
2.1
All such Confidential Information shared under this Agreement shall be used by the Parties exclusively for the specified Purpose and neither Party shall disclose or otherwise use the Confidential Information for any other purpose or in any other manner without the prior written approval of the Disclosing Party.
2.2
The Confidential Information shared under this Agreement may be disclosed by the Receiving Party to other employees on a need-to-know basis, with written consent from the Disclosing Party, in connection with the Purpose, and they shall protect the Confidential Information in accordance with the terms of this Agreement.
3. Non - Disclosure:
3.1
The Receiving Party shall not copy or reproduce in any way (including without limitation, store in any computer or electronic system) any Confidential information or any documents containing Confidential information without the Disclosing party’s written consent.
3.2
The Receiving Party shall immediately upon request by the Disclosing party deliver back to the Disclosing Party all Confidential information disclosed to the Receiving Party, including all copies(if any), social media handle access, usernames and passwords, made under the above clauses.
4. Non - Competition:
4.1
The Receiving Party shall not use the Confidential information to procure a commercial advantage and/or otherwise for any purpose whatsoever other than the Purpose without the prior written approval of the Disclosing Party,
4.2
During the course of the employment, the employee will come across several business plans, layouts, or ideas directing the main goal or inner workings of the company. Using this information to gain an advantage or using it in any other institution will lead to legal scrutiny under the powers vested in this contract.
5. Intellectual Property:
5.1
The Receiving Party agrees that all data handed over to them is the sole intellectual property of the Company. The Receiving Party agrees that in the event any intellectual property is destroyed, misappropriated, or mishandled, the Company shall be compensated for all damages accrued. The Company has sole ownership of the intellectual property and has the right to sue for damages if necessary.
5.2.
Using any of this intellectual data without proper authorization will be counted as a criminal offense. Divulging, misusing, misappropriating or mishandling any of this data will be counted as a breach of trust under Section 405 of the Indian Penal Code.
5.3.
The receiving party agrees that the data must only be stored in the work computer allotted to the employee and copies must not be made of the specific files. The company shall create specific backup protocols for all files to be backed up regularly. If any discrepancy is found, legal action shall be instigated against the receiving party.
6. Social Media:
6.1
The Disclosing Party shall provide access to all social media handles of the Company and all subsidiary companies for conducting duties assigned to the employee. Defaming the Company through social media handles or misusing the social media privileges given by the Company in any way shall lead to legal repercussions by the Company.
6.2
The Receiving Party shall keep all social media usernames and passwords confidential and shall not share any with public or private entities, personal confidantes or any other legal or illegal entity.
6.3
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7. Termination:
7.1
The Disclosing Party has the right to terminate the services of the employee if they wish to by serving a notice.
7.2
If an employee handling a project allotted by the Disclosing Party wishes to leave the employment of a company, the employee must serve a notice period . If this notice period has not been adhered to strictly by the employee, he/she agrees that they will be liable to pay damages to the Company for any loss occurring to it. The salary for the respective months shall be deducted and also legal implications will levy upon the individuals
7.3
The employee is instructed to return all material allotted to them, including pc, laptop, tablet, etc. The employees are instructed to return all subscriptions, passwords, usernames of social media handles, and technical documentation and only then will they receive the relieving letter.
7.4
Failure to return material shall lead to holding off on payment for the same month and in certain circumstances, the employee shall be sued for violating the rules of the company.
8. Exception to Confidentiality:
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9. Validity of the Contract:
9.1
This contract will be valid from till specific project completion and after project completion. The assigned project is to be completed by the receiving party and if the receiving party wishes to, they may exit the project as per clauses mentioned under section 7.2 of the agreement. The parties agree that, even if the employee status of the receiving party changes from probationary to permanent after appointment, this NDA shall be valid. In no way whatsoever shall the information be divulged to any public or private entity.
9.2
The non-disclosure liability will bear upon the receiving party, even after the expiry of this agreement, and it will be her responsibility to safeguard the information as their own.
9.3
All obligations respecting the Confidential information already provided hereunder shall survive in perpetuity after the date that the specific Confidential information was first disclosed.
10. Remedies:
10.1
If any dispute arises between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged material breach of any provision of this Agreement or regarding a question, including the questions as to whether the termination of this Agreement by one Party hereto has been legitimate, both Parties hereto shall endeavour to settle such dispute amicably. If the Parties fail to bring about an amicable settlement within a period of thirty (30) days, either Party to the dispute may give ten (10) days’ notice of invocation of dispute settlement to the other party. The Parties hereto shall submit to such a mediation award which will be enforceable in the court of law.
10.2
During the duration of the receiving party’s employment, multiple projects may be assigned. In the event of non-compliance with regard to the notice period mentioned in section 7(2) , you will be liable to pay an amount not more than the salary for . Additionally, if any damages accrue to the company because of non-compliance of notice or failure to complete project deadlines, an amount shall be prescribed as compensation on a case-to-case basis and must be paid to the company for damages accrued to the business.
11. Relationship between the parties:
It is expressly agreed that the Party of One Part and Party of the Other Part are acting under this agreement as independent entities, and the relationship established under this non-disclosure agreement shall not be construed as a partnership. The Receiving Party is not authorized to use the Disclosing Party’s name, trademark, copyright, or any intellectual property in any way, to make any representations or create any obligation or liability, expressed or implied, on behalf of the other party, without the prior written consent of the Disclosing Party. Neither Party shall have, nor represent itself as having, any authority under the terms of this NDA to make agreements of any kind in the name of or binding upon the other Party, to pledge the other Party’s credit, or to extend credit, or to extend credit on behalf of the other Party.
12. Amendments:
Any amendment to this Agreement shall be made in writing and signed by the Parties hereto. Each and every amendment to this document must be made with the mutual consent of all parties.
13. Enforceability:
If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable. All non-enforceable or invalid parts of this document must be rectified through a mutual discussion between the Disclosing Party and the receiving party.
14. Governing law and jurisdiction:
This agreement shall be governed by the laws of India. Any dispute arising between the Parties in respect of this Agreement shall be subject to the exclusive jurisdiction of courts in .
Nothing in this Agreement shall preclude either party from engaging in discussions with any third party regarding the Purpose, provided that the terms of this Agreement are strictly complied with during such discussions.
This Agreement is valid and binding on the parent and/or holding and/or subsidiary(s) and/or associate(s) and/or affiliate and/or related companies and/or entities, directors, agents, servants, successors-in-title, and permitted assigns of the respective parties.
IN WITNESS WHEREOF this Agreement has been executed by the duly authorized representative of each Party on the day and year first above written.