Please read this Non-Disclosure Agreement ('Agreement'), a legal agreement entered into between the "Disclosing Party" (Defined below) and "Recipient" (Defined below).
The Disclosing Party and Recipient shall be collectively referred to as 'Parties' and individually as 'Party'.
The Agreement shall govern use of, access to and disclosure of Confidential Information (defined below) by the Disclosing Party to the Recipient through the Website and the Software (defined below). Please carefully go through the terms of this Agreement before you decide to access or use the Confidential Information shared by the Disclosing Party on the Website and Software. The Agreement is a legal agreement between the Disclosing Party and Recipient in connection with the sharing, accessing, use and Disclosure of Confidential Information.
By clicking "sign up" or the 'I accept' tab at the time of entering into an agreement with the Disclosing Party to provide committed Services (defined below) as set out in the Terms available at [www.cogniticx.com] you as the Recipient agree to be subject to these Terms.
We request you as the Recipient to please read the terms of this Agreement carefully and do not click "sign up" or "I accept" or continue the use of the Website and Software unless you agree fully with the terms.
The Disclosing Party desires to share Confidential information with the Recipient relating to the Project (defined below) (Hereinafter 'Proposed Transaction') and the Parties have agreed to enter into this Agreement to ensure that all the Confidential Information disclosed by the Disclosing Party is kept confidential by the Recipient and is not disclosed to any third party.
Now therefore, in consideration of receipt of such information and the mutual promises made herein, the Parties agree as follows:
'Affiliates' shall mean any company, owning or owned by, either directly or indirectly, or controlling, controlled by or under common control with the Disclosing Party. For the purposes of this definition, "control" means possession, directly or indirectly, of the power to vote more than 50% of the voting securities of such company.
'Brief' shall mean the details that the Client enters in the Software accessible through the Website regarding the Project which includes details such as the specifications, time lines, consideration/fees, deliverables etc. which is provided by a Client to the Service Providers so that they can Bid for the Project.
'Confidential Information' shall mean the terms and conditions of this Agreement, including the ideas, concepts being discussed between the Parties concerning the Proposed Transaction and any and all information of the Disclosing Party and its Affiliates, and any information of third parties that such Disclosing Party has an obligation to treat as confidential, including without limitation such information and materials furnished by a party which: (a) if in written format is marked as confidential, or (b) if disclosed verbally is noted as confidential at time of disclosure, or (c) in the absence of either (a) or (b) is information which a reasonable party would deem to be non-public information and confidential. Confidential Information shall further include, but not be limited to details of the Brief, Bids, Work Order, Client Information such as details about the Projects pertaining to specification, time lines, consideration/fees, list of clients, all types of data, information, ideas, specifications, procedures, software, technical processes and formulas, source code, product designs, financial information, business plans, projections, marketing data and other similar information provided by a party, documentation, the existence and contents of this Agreement, whether such is transmitted in writing, orally, visually, (e.g. video terminal display) or on magnetic media, and shall include all proprietary information, customer and prospect lists, trade secrets, or proposed trade names, know-how, concepts, drawings, flow charts, diagrams and other intellectual property relating to the subject matter of this Agreement.
'Disclosing Party' shall mean the Client who has registered as a user by creating an Account on the Software through the Website and who posts Briefs for Projects and invites Bids.
'Project' shall mean assignments pertaining to the Data Sciences, Analytics and Information Technology industry requiring professionals offering Services such as the Recipient.
'Recipient Party' shall mean the Service Provider i.e. a duly qualified and experienced Data Sciences, Analytics and IT professional eligible and qualified to practice in India.
'Software' shall mean the technology platform accessible through the Website which is an online marketplace connecting Disclosing Party with the Recipient.
'Website' shall mean the domain [ www.cogniticx.com ]
'Work Order' shall mean a job assigned by the Disclosing Party to the Recipient via the Website after signing up the Term Sheet and contains Terms and Conditions pertaining to the Project.
The Recipient submitted a Bid in response to a Brief issued by the Disclosing Party and upon winning the Bid, the Recipient is awarded the Project by the Disclosing Party by either signing a Work Order or receiving a "go ahead" through the process workflow on the Website thereby agreeing to offer its Services as per the terms of the Project.. The Recipient has agreed to sign this Agreement to secure the Confidential Information made available to Recipient solely for the purpose of pursuing a business relationship between the parties as stipulated in the Project.
The Recipient will not use, disclose, replicate, disseminate or distribute any Confidential Information for any purpose other than the Proposed Transaction without the prior written consent of Discloser. The Recipient shall treat such Confidential Information as strictly confidential, and shall use the same care to prevent the disclosure of such Confidential Information as the Recipient uses with respect to the Recipient's own confidential and proprietary information (which shall be no less than the care a reasonable person would use under similar circumstances). The Recipient shall not for any reason or in any manner, either directly or indirectly, use, disclose, transfer, copy, reproduce, replicate or otherwise communicate any such Confidential Information to any individual or entity for any purpose, other than for the Proposed Transaction. In any event, the Recipient may: (A) disclose such Confidential Information (and the fact that it has received such information) to only its employees and agents (1) whose duties justify their need to know such information and (2) who have been clearly informed of their obligation to maintain the confidential, proprietary and/or trade secret status of such Confidential Information and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement; and (B) use such Confidential Information only for the purpose of reviewing, analyzing and discussing with the Disclosing Party the Proposed Transaction. The Recipient shall not reproduce; copy or replicate any ideas, concepts shared by the Disclosing party regarding the Proposed Transaction. The Recipient shall not reverse engineer, decompile or disassemble any computer program included in such Confidential Information; except to the extent permitted by law and shall not remove or obliterate markings (if any) on Confidential Information indicating its proprietary or confidential nature. The Recipient Party receiving the Confidential Information shall, within ten (10) days of receipt of a written request from the Disclosing Party, (i) return to the Disclosing Party all Confidential Information received from the Disclosing Party, including all copies thereof made by the Recipient, (ii) destroy all materials incorporating or based on such Confidential Information which were prepared by the Recipient and (iii) certify to the Disclosing Party in writing that it has complied with the provisions of this Section 1. Recipient shall comply with any and all applicable laws relating to the use, disclosure, copying, dissemination and distribution of any Confidential Information (including, but not limited to, any and all laws relating to data privacy).
The obligations set forth in Section 1 above shall not apply to any Confidential Information: (A) which the Disclosing Party expressly agrees in writing is free of any non-disclosure obligations; (B) which, at the time of disclosure to the Recipient, was known to the Recipient to be free of any non-disclosure obligations and the same can be proved through valid documentary proof; (C) which is independently developed by the Recipient without use of the Disclosing Party's Confidential Information and the same can be proved through valid documentary proof; (D) which is lawfully received by the Recipient, free of any non-disclosure obligations, from a third party which the Recipient reasonably believes has the right to so furnish such Confidential Information; (E) which is or becomes generally available to the public without any breach of this Agreement or unauthorized disclosure of such Confidential Information by the Recipient or its Agents or Advisors; or (F) which must be disclosed pursuant to applicable national or state or local laws, regulation, court order, provided that the Recipient, to the extent not prohibited by law, gives all reasonable prior notice to the Disclosing Party to allow it to seek protective orders or other relief from disclosure.
This Agreement shall continue in full force and effect till the completion of the Proposed Transaction. The termination of this Agreement shall not relieve Recipient of its obligations with respect to maintaining confidentiality of Confidential Information disclosed under this Agreement for a period of 5 year(s) from the date of termination.
Neither this Agreement, nor the disclosure or receipt of Confidential Information hereunder, shall constitute or imply any promise or intention by either Party to enter into the Proposed Transaction or to continue discussions relating thereto.
The Disclosing Party shall have sole and exclusive ownership of all right, title, and interest in and to the Confidential Information, including ownership of all patents, copyrights, trademarks and designs, trade secrets and other intellectual property pertaining thereto.
The Recipient Party hereby expressly agree that the furnishing of Confidential Information to, the possession of and utilization of such Confidential Information by Recipient shall not in any manner be deemed to grant Recipient any rights of ownership, license or assignment in the Confidential Information unless otherwise specifically authorized by Disclosing Party in writing in this regard. All use of Confidential Information by the Recipient shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Recipient shall be the sole property of the Disclosing Party unless otherwise specifically authorized by Disclosing Party in writing in this regard.
Both Parties represent that they are legal entities and have the full right; power and authority to enter into this Agreement. Nothing herein shall obligate the Disclosing Party to disclose to the Recipient any particular information. The Recipient acknowledges that the Disclosing Party is providing Confidential Information without any representation or warranty, express or implied, as to accuracy or completeness and the Disclosing Party hereby disclaims all warranties and representations, express or implied, including, without limitation, warranties of merchantability or fitness for a particular purpose.
GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION.
This Agreement shall be construed and governed by the laws of India, and both Parties further consent, subject to the provisions pertaining to Dispute Resolution, to the sole and exclusive jurisdiction of the courts at New Delhi, in respect of any and all disputes arising out of or in connection with this Agreement.
Any dispute arising out of or in connection with this Agreement, including any questions regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration as per the provisions of the Arbitration and Conciliation Act, 1996 including any and all amendments. The venue and seat of arbitration shall be in Delhi and all proceedings shall be conducted in the English language. The number of arbitrators shall be one mutually agreed by the Parties. The sole arbitrator must state reasons for the decision in writing. The arbitral award shall be final, binding and enforceable against the parties, and judgment thereon may be entered in any court of competent jurisdiction.
This Agreement may be executed in several counterparts, all of which shall constitute one agreement. This Agreement shall bind, and inure to the benefit of, each Party and its successors and permitted assigns. If any provision of this Agreement is determined to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect. Any modification, amendment, supplement, or other change to this Agreement must be in writing and signed by both Parties. Neither Party shall have been deemed to have waived any right under this Agreement by reason or failure or delay in exercising such right nor shall either Party be precluded from exercising that or any other right by reason of not having exercised such right previously or in part only. No waiver shall be effective unless made in writing.
Recipient shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement by Recipient, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent further unauthorized use or disclosure. The Recipient acknowledges that the Confidential Information has been developed or obtained by the Disclosing Party through the investment of significant time, effort and expense, and that such Confidential Information provides the Disclosing Party with a significant competitive advantage over its competitors. The Recipient understands and agrees that, because of the unique nature of the Confidential Information monetary damages may not be an adequate remedy in the event of a breach or threatened breach of this Agreement. Accordingly, the Recipient agrees that the Disclosing Party shall be entitled, without waiving any other rights or remedies, to equitable relief, including injunction and specific performance, in the event of breach or threatened breach of this Agreement in addition to all other remedies available to the Disclosing Party at law or in equity.
RELATIONSHIP BETWEEN PARTIES.
Nothing contained in this Agreement shall be construed to constitute either Party hereto as the partner, employee, agent or other representative of the other Party hereto.
The Parties hereby expressly agree that they will keep the existence and nature of this Agreement confidential and any announcement or press release or circular relating to the existence or the subject matter of this Agreement shall first be approved by the Disclosing Party as to its content, form and manner of publication.
The Recipient agrees that it has no right to assign or further transfer any of the rights and privileges that vest or will vest in the Recipient in terms of this Agreement, or delegate in any manner whatsoever any of the responsibilities/obligations as encompassed in terms of this Agreement to any third party. Disclosing Party shall be free to assign and/or transfer any part of its rights and/or obligations under this Agreement to any third party.
This Agreement is the final, complete and exclusive Agreement between the Parties relating to the Confidential Information and the Proposed Transaction, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, promises and other communications relating to such subject matter.
I Agree ____