NON- DISCLOSURE AGREEMENT
This non-disclosure agreement (“ AGREEMENT”) is Entered into on December In and BETWEEN
. Ryan Private Limited, A Company Incorporated Under the laws of “ Indian Companies Act 1956” of the following address
Fimetal Private Limited, A Company Incorporated Under the laws of “ Indian Companies Act 1956” of the following address
Party 1 and Party 2 are hereinafter appertained to collectively as a “ Party” and inclusively as “ Parties”
The Party telling the nonpublic information shall be appertained to as the “ Disclosing Party” and the Party entering the nonpublic information shall be appertained to as the “ Entering Party”.
A. Disclosing Party engages in Manufacturing Motorcars and Entering Party engages in Manufacturing comportments.
B. The Parties wish to unite and enter into conversations for the purpose of entering into a possible and implicit business arrangement where “ Ryan Private limited involved in manufacturing motorcars is willing to buy comportments from Fimetal Private Limited involved in manufacturing comportments” and wish to keep similar conversations nonpublic.
Consequently, the parties wish to enter into this Non-Disclosure Agreement whereby Entering Party agrees to treat all information handed by the Disclosing Party as Confidential, on the terms and conditions as mentioned
. NOW Thus, IN CONSIDERATION FOR THE Collective Pledges AND COVENANTS SET FORTH HEREIN, THE PARTIES AGREE AS FOLLOWS
This Agreement shall commence from the date of this Agreement and continue for an original period of 5 times. After the completion of the Agreement, the parties will negotiate in good faith, as needed. By collective Agreement, both parties may extend the Agreement on a yearly basis. The Party wanting to extend the Agreement shall give a previous notice before the expiry of the Agreement. The Party wants to terminate the Agreement before the completion period shall give previous notice. The Party wants to terminate the contract for whatsoever reason shall give previous notice before thirty (30) days.
2. NON-DISCLOSURE OBLIGATION
I) Entering Party must admit and confirm that any verbal or spoken accouterments or any information changed between the parties and information handed by the Disclosing Party in relation to the Agreement and business arrangement shall be largely nonpublic. The Disclosing Party shall not expose all similar accouterments and information to any third party without previous authorization from the Disclosing Party.
II) The Entering Party will use nonpublic information of the Disclosing Party only for the purpose as specified below;
“ To make the Entering Party know the conditions and details about the workings of the company and manufacturing of the comportments” and shall keep it Secure and Confidential.
No other right or license, whether expressed or inferred, in the nonpublic information is granted to the Entering Party.
Following are the exceptions to the obligation of Non-Disclosure
a) Information which the public is apprehensive of; b) Information which the law or Government body requires;
c) Disclosing Party is allowed to disclose the information to its directors , employees, other concerned branches, legal consultants, Business consultants. The directors, employees , other concerned branches, legal consultants, Business consultants shall have similar non-disclosure obligation to this term. Any revelation or leak of information shall be deemed as revelation from the receiving party regardless of any reasons.
d) Shall give immediate written notice to the Disclosing Party if any urgency occurred regarding the Confidentiality and allows the Disclosing Party to take participation in the proceedings.
Receiving Party agrees and acknowledge that any disclosure of any confidential information prohibited or any breach of the Agreement herein may result in irreparable injury and damage to the Disclosing Party which will be not be adequately compensable in monetary terms and the Disclosing Party shall be entitled to injunctive relief to restrain any such breach. Receiving Party will cooperate with Disclosing Party in every reasonable way possible to help Disclosing Party regain possession of the confidential information and prevent its further unauthorized use.
The Receiving Party hereby agrees to indemnify and hold the Disclosing Party harmless from all damages, costs, attorney’s fees or other losses arising out of it relating to the breach of this Non-Disclosure Agreement by the receiving party.
6. SURVIVAL OF CONFIDENTIALITY:
Upon early termination of this Agreement for whatsoever reason or for any reason , the Parties agree that the Confidentiality of the information shall survive.
This Agreement is entered before the actual sale-purchase transaction and Parties agree that the nature of both the events are separate and cannot be included in this Agreement.
If any provision of the Purchase- sale Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality , or unenforceability shall not affect this Agreement.
7. DISCLOSURE OF CONFIDENTIAL INFORMATION:
From time to time, the confidential information disclosed by the Disclosing Party to the Receiving Party may be disclosed in a limited way by the Receiving Party to its Directors, Other concerned branches, Employees, Legal Consultants , Business consultants who have a need to know such Confidential information in connection with the manufacturing bearings to which this agreement relates.
8. THIRD PARTY CONFIDENTIAL INFORMATION:
Receiving Party shall make the third party go with similar non-disclosure agreement with whom the Receiving Party will work to which this agreement relates.
Receiving Party must ensure that the third party shall keep all the confidential information strictly confidential by using a reasonable degree of care.
The Agreement shall be terminated only by mutual agreement of the Parties. The Confidentiality Provisions of this Agreement shall remain in full force and in effect after the termination of this Agreement.
10. DISPUTE RESOLUTION AND GOVERNING LAW:
Any dispute (s) arising under this Agreement shall be referred to arbitration by a sole arbitrator to be appointed jointly by the parties. The arbitration proceedings shall be held in Mumbai in accordance with Provisions of the Arbitration and Conciliation Act 1996.The Parties agree that subject to the above only the competent courts at Mumbai shall have jurisdiction in all matters hereunder.
The Parties agree that the Prevailing Party shall be entitled to recover reasonable costs and attorney’s fees.
This Agreement and all the issues arising out of the same shall be construed in accordance with the laws in India.
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT UNDER SEAL AS OF THE EFFECTIVE DATE.
Party 1 ( Disclosing Party)
Party 2 ( Receiving Party)