NON-DISCLOSURE AGREEMENT AND TERMS AND CONDITIONS

1. Disclosure

All Confidential Information disclosed by a Disclosing Party to a Receiving Party for the Purpose shall be protected under the terms of this Agreement. All Confidential Information will remain the property of the Disclosing Party, which warrants that it has the right to disclose it but does not warrant its accuracy or completeness.

2. Obligations

Each Receiving Party shall use all Confidential Information solely for the Purpose and:

1. not disclose it, except to any Authorised Person where necessary to fulfil the Purpose;
2. not to directly approach any parties introduced by TBSI or if any party introduced by TBSI approaches the receiving party directly; the receiving party will re-direct the same to TBSI
3. that the receiving party will not discuss or close any commercial transactions with any party introduced
4. The receiving party will not sub-contract any of activities unless agreed by the disclosing party in writing. Further that the receiving party shall be liable for all penalties, claims, non-compete, confidentiality, statutory, and regulatory compliances of the sub-contractors in case sub-contracting is allowed. In case the subcontractor contacts the disclosing party or the end client for any reasons whatsoever, the receiving party indemnifies the disclosing party and the end client and that the receiving party shall be liable for any and all actions.
5. that the receiving party will always keep TBSI (disclosing party) in a copy for all correspondences
6. use reasonable measures to prevent unauthorised access to, use and disclosure of Confidential Information ;
7. not make any copies, summaries or transcripts of it unless this is necessary for the Purpose (all such copies, summaries or transcripts will be deemed to be Confidential Information);
8. not export it, or permit it to be exported, in breach of any relevant export regulations as identified and notified to it by the Disclosing Party in a separate communication;
9. notify the Disclosing Party immediately if it becomes aware that any Confidential Information has been disclosed to, or is in the possession of, any unauthorised person;
10. Receiving party will not provide any service, solution, software to TBSI’s clients, employees and/or ex-employees or ex-clients
11. Upon written request, immediately cease using and return all of it to the Disclosing Party or destroy (to the extent practically possible) it if so directed. The Receiving Party may retain Confidential Information as required by law or regulatory requirement or that it may reasonably require for archive purposes. The provisions of this Agreement will continue to apply to any retained Confidential Information; and
12. Inform its Authorised Persons of the provisions of this Agreement and take all steps necessary to procure their compliance with them. All acts or omissions of a Party’s Authorised Persons and Group companies shall be treated as if they were the acts or omissions of the relevant Party itself.

3. Exceptions

1. Confidential Information shall not include any information that:
   1. is generally and publicly available other than by breach of this Agreement;
   2. is lawfully in the possession of any Receiving Party before its disclosure under this Agreement;
   3. has been obtained from a third party who is free to disclose it; or
   4. is independently developed without access to any Confidential Information.
2. This Agreement does not prevent the disclosure of Confidential Information that a Party is required to disclose by law or to a regulatory authority, provided that any Receiving Party, prior to such disclosure:
   1. gives the Disclosing Party reasonable notice to allow the Disclosing Party a reasonable opportunity to seek a protective order or similar; or
   2. uses reasonable endeavours to obtain written assurance from the applicable judicial or regulatory authority that it will afford the Confidential Information a reasonable level of protection.

4. Rights

1. No Party shall use another Party’s name or marks in any campaign or other public disclosure without that Party’s prior written consent.
2. The source code for customization and its intellectual property rights in the Confidential Information solely belong to TBSI. A Receiving Party will not (and will ensure that an Authorised Person does not) apply or register any intellectual property right for any part of the Confidential Information.
3. The Receiving Party will not assign, novate, sub-contract or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other Party.

5. General Terms

1. Any Party may terminate this Agreement at any time on 30 days’ written notice to each other Party. The obligations contained in this Agreement shall apply, with respect to each Confidential Information disclosure, for 5 years from the date of last disclosure.
2. This Agreement constitutes the entire understanding of the Parties in relation to its subject matter and supersedes all previous agreements between the Parties relating to the Purpose to the extent of any conflict.
3. This Agreement shall be governed in accordance with the laws of India, and the Parties submit to the exclusive jurisdiction of the courts of New Delhi, India
4. This Agreement is made solely between the Parties for the benefit of the Parties and each company within the Parties’ Groups who’s Confidential Information is disclosed. Save as set out in the foregoing, this Agreement is not intended to be for the benefit of and shall not be enforceable by any other person who is not a party to this Agreement. The Parties may terminate or amend this Agreement without the consent of those Group companies that are given the right of enforcement under this Agreement.

Parties agree that this Agreement shall not be used for sharing ‘personal data’.

I and any of my associates agree to the stated terms and conditions laid out in this agreement  with immediate effect