Non Disclosure Agreement
This Non – Disclosure Agreement (“Agreement”) is between M/s Narqubis Games Private Limited(“Company”, “Disclosing Party”) and You (“You”, “Your”, “Recipient”). By accepting this Agreement, either by clicking a box indicating Your acceptance or by executing a form that references this Agreement, You agree to the terms of this Agreement. If You do not agree with the terms and conditions of this Agreement, please do not accept or proceed with the Agreement.
This Agreement shall be governed and construed in accordance with the applicable provisions of the Indian Contract Act, 1872 and the Information Technology Act, 2000 and any amendments thereto or rules thereunder.
This document is an “Electronic Record” under the Information Technology Act, 2000 and rules thereunder as applicable and is generated by a computer system and does not require any physical signatures.
WHEREAS, in relation to the Purpose (defined hereinunder), Recipient will have access to and gain knowledge of confidential and proprietary information belonging to the Company. The term “Confidential Information” is defined below, but in general, it refers to any information related to the Company, which is not known to the general public and is disclosed to the Recipient for testing of the game “Narqubis” or for any other purpose in relation to or in connection with the Recipient’s business relationship or any other relationship with the Company (“Purpose”).
NOW THEREFORE, in consideration of the premises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:
Confidential Information :
“Confidential Information” means confidential and/or proprietary information of the Company which is disclosed to the Recipient, or which the Recipient otherwise learns in relation to the Purposeand which is not generally known to the public or to others who could obtain economic value from their disclosure or use of the information. Confidential Information includes all information that should reasonably be understood because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be Confidential Information, regardless of whether such information is marked “Confidential”. Confidential Information includes without limitation all proprietary, technical, financial, customer, prospective customer, business or other information disclosed to the Recipient by the Company, in any form, including by way of illustration, and includes without limitation any information related to the Company’s game “Narqubis”, any product design, product data, customer data, product strategies, product roadmaps, production methods, product design information, product portfolios, employer data, pricing data, discounting data, supply sources, manufacturing and production techniques, customer lists, customer projects, employee data, vendor data, financial data, R&D initiatives, product launch details, projects in pipeline, computerized data, maps, written material, drawings, photographs, layouts, computer programs, software, firmware, inventions, discovery, improvement, development, tools, machines, designs, works of authorship, logos, promotional ideas, marketing ideas, business analyses, concepts, formulae, market information, trade secrets, information related to current or proposed research and development, organization charts, advertising materials, financial records and reports, inventions, patents, inventions that are patentable and works subject to copyright protection, copyrighted materials, and performance standards.
Non-Disclosure :
The Recipient shall use the Confidential Information solely in connection with the Purpose and no other purpose such as personal gains or profits. The Recipient shall protect the Confidential Information by using the same degree of care, but no less than reasonable care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the Recipient uses to protect its own Confidential Information. The Recipient shall not disclose the Confidential Information to any unrelated third-parties that do not have a need to know the Confidential Information and shall limit disclosure of the Confidential Information to only those employees, agents, advisors, contractors or persons who have a need to know the information in relation to the “Purpose” and in the interest of the Company.
Confidential Information shall not be copied or reproduced by the Recipient without the Company’s prior written consent. Any such permitted copies will be considered Confidential Information.
Ownership :
All Confidential Information disclosed to the Recipient, remains the property of the Company, as applicable and no license or other rights in the Confidential Information are granted to the Recipient by this Agreement or by the act of disclosure.
Disclaimer :
The Confidential Information is provided “as is” and without any representation or warranty, express or implied.
Term of Agreement :
The Agreement shall remain in force as long as the Company discloses any Confidential Information to the Recipient. The obligations of confidentiality with respect to Confidential Information shall survive post the termination or expiration of this Agreement.
Relationship :
This Agreement will not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity.
No compelled disclosure :
Nothing contained in this Agreement shall compel the Company to furnish information to the Recipient.
Return of Confidential Information :
Recipient shall promptly return all Confidential Information and copies thereof to the Company, upon the earlier of the Company’s request or the termination of the Agreement or the completion of the Purpose.
Remedies :
The Recipient hereby acknowledges that unauthorized disclosure or use of Confidential Information or a breach of this Agreement would cause significant and irreparable harm to the Company. Accordingly, the Recipient agrees that the Company shall have the right to seek and obtain injunctive relief for breach of this Agreement in addition to any monetary damages, equitable relief and all other rights and remedies it may have from a court of competent jurisdiction.
Indemnification :
The Recipient shall indemnify and keep fully indemnified the Company, and its affiliates, agents, directors, officers and employees, at all times against all liabilities, costs (including legal costs and attorney fees), expenses, damages and losses including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other costs and expenses suffered or incurred by the Company arising from any breach of this Agreement by the Recipient.
Liquidated Damages :
: If the Recipient commits breach of this Agreement, Company shall, without prejudice to its other rights and remedies under law and under the Agreement, be entitled to receive liquidated damages from the Recipient, of the value to be determined solely by the Company.
Governing Law and Jurisdiction :
This Agreement shall be construed and governed by the laws of India. Any dispute, controversy or claim arising out of or related to this Agreement, or breach thereof, shall be litigated exclusively in the courts of Rajkot, India.
Amendments :
This Agreement may not be amended or modified except by a written agreement between the parties.
Waiver :
No waiver by either party of any breach of this Agreement will be a waiver of any preceding or succeeding breach. No waiver by either party of any right under this Agreement will be construed as a waiver of any other right.
Severability :
In case any one or more of the provisions contained in this Agreement will, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement, and the invalid, illegal or unenforceable provision will be enforced to the extent permitted by law to conform as closely as possible to the intent of the parties.
Entire Agreement :
This Agreement sets forth the exclusive and entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes any and all previous agreements between the parties with respect to the subject matter hereof.
