Updated On 02 Feb, 2014
This agreement is made by and between "You/Your Comapany", and "Digitech Software Solutions (P) Ltd."
WHERE "You/Your Company", is the hereon reffered to as ‘Associate’ and ‘Digitech Software Solutions (P) Ltd.’ is hereon refered to as Digitech.
WHEREAS, Digitech and Associate, for their mutual benefit and pursuant to a working relationship which has been or may be established, anticipate that Digitech may disclose or deliver to a working relationship which has been or may be established disclose or deliver to Associate documents, components, parts, information, drawings, data, sketches, plans programs, specifications, techniques, processes, software, inventions and other materials, both written and oral, of a secret, confidential or proprietary nature, including without limitation any and all information relating to marketing, finance, forecasts, invention, research, design or development of information system and any supportive or incidental subsystems, and any and all subject matter claimed in or disclosed by any patent application prepared or filed by or behalf of by Digitech, in any jurisdiction, and any amendments or supplements thereto (collectively, “Proprietary Information”); and
WHEREAS, Digitech desires to assure that the confidentiality of any Proprietary Information is maintained;
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants contained herein, Digitech and Associate hereby agree as follows:
- For a period of sixty months from the date hereof, Associate shall hold in trust and confidence, and never disclose to others or use for Associate’s own benefit or for the benefit of another, any Proprietary Information which is disclosed to Associate by Digitech at any time between the date hereof and twelve (12) months thereafter. Associate shall disclose Proprietary Information received under this Agreement to person within its organization only if such persons (i) have a need to know and (ii) are bound in writing to protect the confidentiality of such Proprietary Information. This paragraph 1 shall survive and continue after any expiration or termination of this Agreement and shall bind Associate, its employees, agents, representatives, successors, heirs and assigns.
- The undertakings and obligations of Associate under this Agreement shall not apply to any Proprietary Information which: (a) is described in an issued patent anywhere in the world, is disclosed in a printed publication available to the public, or is otherwise in the public domain through no action or fault of Associate; (b) is generally disclosed to third parties by Digitech without restriction on such third parties, or is approved for release by written authorization of Digitech; (c) if not designated “confidential” at the time of first disclosure hereunder, or is not later designated in writing by Digitech within thirty (30) days from disclosure to Associate to be of a secret, confidential or proprietary nature; or (d) is shown to Digitech by Associate, within ten (10) days from disclosure, by underlying documentation to have been known by Digitech before receipt from Digitech and/or to have been developed by Associate completely independent of any disclosure by Digitech.
- Title to all property received by Associate from Digitech, including all Proprietary Information, shall remain at all times the sole property of Digitech, and this Agreement shall not be construed to grant to Associate any patents, licenses or similar rights to such property and Proprietary Information disclosed to Associate hereunder.
- Associate shall, upon request of Digitech, return to Digitech all documents, drawings and other tangible materials, including all Proprietary Information and all manifestation thereof, delivered to Associate, and all copies and reproductions thereof.
- The parties further agree to the following terms and conditions:
- Any breach by Associate of any of Associate obligations under this Agreement will result in irreparable inquiry to Digitech for which damages and other legal remedies will be inadequate. In seeking enforcement of any of these obligations, Digitech will be entitled (in addition to other remedies) to preliminary and permanent injunctive and other equitable relief to prevent, discontinue and/or restrain the breach of this Agreement.
- If any provision of this Agreement is invalid or unenforceable, then such provision shall be construed and limited to the extent necessary, or severed if necessary, in order to eliminate such invalidity or unenforceability, and the other provisions of this Agreement shall not be affected thereby.
- In any dispute over whether information or matter is Proprietary Information hereunder, it shall be the burden of Associate to show both that such contested information or matter is not Proprietary Information within the meaning of this Agreement, and that it does not constitute a trade secret under the Uniform Trade Secrets Act or successor or similar law in effect in the State of India.
- No delay or omission by either party in exercising any rights under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.
- This Agreement shall be binding upon and will inure to the benefit of the parties hereto and their respective successors and assigns.
- This Agreement is governed by and will be construed in accordance with the Indian laws and Jurisdiction of state of Chandigarh shall be the exclusive forum.
- This Agreement is in addition to any prior written agreement between Digitech and Associate relating to the subject matter of this agreement; in the event of any disparity or conflict between the provision of such agreements, the provision which is more protective of Proprietary Information shall control. This Agreement may be modified, in whole or in part by Digitech from time to time.