This agreement
is made at _______(City) on this ____ day of
______(Month)______(Year)
BY AND BETWEEN
____________________________
a registered company having its office at _____________________________
(hereafter referred to as the “website”)
AND
____________________________
a registered company/individual having
its office at _____________________________ (hereafter referred to as the
“Vendor”)
WHEREAS,
the above parties acknowledge that in order for each party to evaluate a
business relationship with the other, it may be both necessary and desirable
for each party to exchange or release to the other information that the
disclosing party considers confidential and/or proprietary.
AND
WHEREAS the party of the first part the “Website” is the owner of the website
and has engaged the party of the second part the “Vendor” for providing services
in respect to the website.
AND WHEREAS
Both Website and Vendor together referred to as the “Parties”
NOW,
THEREFORE, in consideration of the premises and the mutual promises and
covenants contained herein, the parties hereto agree as follows:
1.
“Confidential
Information” shall mean any invention, product, process, apparatus or design of
either party or any knowledge or information with respect thereto or any other
trade knowledge of either party (including without limitation business methods,
processes, operating techniques, “know how”, customer and supplier information,
and short-term and long-range sales and product plans), and all drawings,
disclosures, designs, data, reports, calculations, models, component parts,
patent applications or the like of any kind relating in any way to the business
of either party, and which is conspicuously identified by the disclosing party
as “Confidential”. “Confidential Information” shall also include any
non-written information disclosed by either party to the other if the
disclosing party reduces such information to writing, conspicuously identifies
it as “Confidential” and sends it to the other party within thirty (30) days of
disclosure.
Confidential
Information, whether written or non-written, disclosed by either party prior to
the execution of this Agreement shall be deemed subject to its terms if the
disclosing party reduces such information to writing, conspicuously identifies
it as “Confidential”, and sends it to the other party within thirty (30) days
of initial disclosure.
2.
Each
party agrees to hold all Confidential Information of the other in the strictest
confidence, utilizing the same degree of protective care that
normally
prudent business associates would use to protect the confidence of their own
confidential and/or Proprietary information. Neither party shall, directly or
indirectly, reveal, report, publish, disclose or otherwise transfer any
Confidential Information of the other to any person or entity or utilize any
Confidential Information of the other for any purpose at any time except as the
disclosing party may expressly authorize in writing prior to any such
revelation, report, publication or disclosure. Each party shall take any and
all appropriate steps to impose the obligations of this Agreement on its
employees or agents.
However,
nothing herein shall prevent a party from disclosing Confidential Information
to an employee of its parent corporation or any other corporation under common
ownership and control; providing said employees are informed or the
confidential nature of the information and further provided that each party
shall be liable for any violation of the provisions of this agreement that
occur as the result of the conduct of any employee of the parent or any
employee of a company under common ownership and control.
3.
Neither
party’s disclosure of any Confidential Information to the other shall be
construed by implication or otherwise to convey any rights under any patents,
patent applications, trade secrets or any other proprietary rights of the
disclosing party or to grant any license to the receiving party relating to
such Confidential Information. Neither party shall commercialize, embody in any
of its products or exploit in any way whatsoever any Confidential Information
disclosed to it by the other without the prior written consent of the
disclosing party.
4.
For
purposes of this Agreement, the nondisclosure provision hereof shall not apply
to any information that is: (a) in the public domain; (b) disclosed with the
prior written approval of the disclosing party; (c) previously and
independently developed by the receiving party, provided that the receiving
party can provide reasonable written proof of this development; or (d)
subsequently received by the receiving party from a third party not under an
obligation of confidentiality to the disclosing party.
5.
Each
party understands and agrees that monetary damages will not provide sufficient
relief to the other for any breach of this Agreement and that the non-breaching
party is entitled to specific performance and/or injunctive relief against the
breaching party as remedies for any such breach. Such remedies are not the
exclusive remedies for a breach of this Agreement, but are in addition to any
and all other remedies available at law or equity.
6.
This
Agreement shall remain in full force and effect for a period of five (5) years
following the date hereof unless it shall be canceled or superseded by written
mutual consent of the parties or until the Confidential Information comes
within the public domain, without the direct or indirect violation by either
party of the terms of this Agreement, whichever comes first. Each party shall
immediately return to the other all Confidential Information or portions
thereof in its possession or control upon the earliest of the
(i)
termination
of this Agreement, or
(ii)
breach
of any obligation of this Agreement by either party, or (iii) request
of the other party.
7.
The
parties understand and agree that this Agreement does not constitute a binding
obligation or either party with respect to the implementation, design,
manufacture, sale and/or construction of any materials or components of either
party.
8.
This
Agreement constitutes the entire understanding between the parties with respect
thereto. This Agreement may be modified only in writing signed by a duly
authorized representative of each party.
9.
This
Agreement is personal to each party and may not be assigned or transferred
without the prior written consent of the other. This Agreement shall inure to
the benefit and shall be binding upon the parties hereto and their respective
legal representatives, successors and permitted assigns.
10.
It
is further understood that the failure or delay by either party in exercising
any right, power or privilege hereunder shall not operate as a waiver thereof,
preclude any other or further exercise thereof, or the exercise of any right,
power or privilege hereunder.
11.
Any
notice, request, demand or other communication required hereunder shall be in
writing and deemed to have been fully given upon receipt if personally
delivered or if mailed via certified mail, return receipt requested, postage
prepaid, or the next day if sent via facsimile or overnight mail, at the
address first listed above or at any other address given by any party in
writing to the other party.
12.
Governing
Law & Arbitration
a.
This
Agreement shall be governed by the laws of India. The Courts in Mumbai shall have exclusive
jurisdiction over the subject matter of this Agreement.
b.
In
the event of any dispute or differences arising out of or in connection with
this agreement, the parties hereto, agree to resolve their dispute by a sole
arbitrator chosen by the parties in fast track procedure under the provision of
Sec29B of Arbitration and Conciliation act of 1996. The award under this
section shall be made within a period of 6 months from the date of commencement
of the arbitral tribunal proceedings.
c.
The
arbitration proceedings shall be conducted in English. The place of Arbitration
shall be Mumbai. The award passed in the arbitration proceedings shall be final
and binding on both the parties.
d.
The
cost of arbitration proceedings shall be equally borne by both the parties.
e.
Each
party shall individually bear the fees of their respective Advocate/Counsel for
the proceedings.
13.
If
any part of this Agreement shall be held invalid, illegal and/or unenforceable,
it shall be deemed separable and the remainder of this Agreement shall continue
in full force and effect, and in lieu of such invalid,
illegal and/or
unenforceable provision there shall automatically be added as part of this
Agreement a provision as similar in terms to such invalid, illegal and/or
unenforceable provision as may be possible which is valid, legal and
enforceable.
IN
WITNESS WHEREOF the parties hereto have set their respective hands, Seal on the
day, month and year first hereinabove written.
|
WEBSITE |
VENDOR
|
|
By:__________________________
|
By:___________________________ |
|
Title:
________________________ |
Title:__________________________ |
|
Date:_________________________
|
Date:__________________________ |
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