Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into on [Date] (the "Effective Date") by and between Digikin Infotech Private Limited, a company having its registered office at 302 Sakat Valley, Chandkheda, Ahmedabad, India ("Digikin"), and [Counterparty Legal Name], having its registered office at [Counterparty Address] ("Counterparty"), each a "Party" and together the "Parties".
Purpose
The Parties wish to explore a potential business relationship in connection with software development, technology services and related opportunities (the "Purpose"). To pursue the Purpose, each Party may disclose to the other certain Confidential Information (defined below).
Definition of Confidential Information
"Confidential Information" means all non-public information disclosed by one Party ("Discloser") to the other ("Recipient"), in any form, that is identified as confidential or that, given its nature and the circumstances of disclosure, would reasonably be understood as confidential. This includes but is not limited to: business plans, financials, customer and supplier lists, source code, designs, technical data, processes, methodologies, pricing, marketing strategies and product roadmaps.
Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) was lawfully known to Recipient before disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by Recipient without use of the Discloser's Confidential Information.
Obligations of Recipient
Recipient shall: (i) use Confidential Information solely for the Purpose; (ii) protect it with at least the same degree of care it uses for its own confidential information, and no less than reasonable care; (iii) disclose it only to its employees, contractors and advisors who need to know it for the Purpose and who are bound by confidentiality obligations no less protective than this Agreement; and (iv) not reverse engineer, decompile or disassemble any tangible items embodying Confidential Information.
Term & Survival
This Agreement begins on the Effective Date and continues for a period of two (2) years, unless terminated earlier by mutual written consent. The confidentiality obligations herein shall survive for a period of three (3) years from the date of disclosure of the relevant Confidential Information.
Compelled Disclosure
If Recipient is required by law, regulation or court order to disclose Confidential Information, it shall give Discloser prompt prior notice (where legally permitted) so that Discloser may seek a protective order, and shall disclose only that portion legally required.