NON DISCLOSURE AGREEMENT
This Agreement is executed at …………… on the …… day of ……… between CENTER SOURCE, a company registered under the Indian Companies Act 1956 and hereinafter referred to as "the Developer" of the one part hereafter also to be referred as “DEVELOPER” & M/s ....................………………., a company registered under ..................................................... and hereinafter referred to as "the Client", which expression shall include its successors and assigns) of the second part., hereafter also to be referred as the “CLIENT”.
WHEREAS this agreement is entered into by parties to safeguard the confidential information passed on by the client at the time of development to the Developer. WHEREAS the Client agrees to provide Website domain, hosting login credentials, social media credentials and admin page access to the Developer for proper and smooth development of the Application for which the Developer shall be fully responsible. It is agreed by and between the Client and the Developer as follows:
1. APPOINTMENT The Client hereby appoints the Developer to handle all digital, communication and related work on development required for its brand………. The client on such appointment shall handover the require details sought for by the developer. The client shall ensure that the development credentials are fully given to the developer on time as requested by them and not the incomplete credentials.
2. SERVICES The Developer shall provide to the Client, services, which shall include the following: 1. The developer can start work on the clients requirements only if the requested credentials are provided to them on time. 2. The client understands that these services can be fulfilled to the agreed capacity if the requisite information sought for is provided by the client to the developer on time.
3. COMMENCEMENT AND DURATION This agreement is deemed to commence from the ……………, and shall remain in force for………….months. The agreement may be renewed thereafter as may be mutually agreed by both parties.
4. CONFIDENTIALITY The Developer including its employees shall maintain absolute confidentiality with respect to any confidential information received from the Client. They shall not disclose any such information without obtaining Client's specific prior consent, otherwise than in compliance with statutory requirements.
5. GOVERNING LAWS The Client and the Developer shall comply with all statutory regulations. This agreement will be subject to the jurisdiction of the courts of Cochin .
6. INDEMNITY The Developer shall indemnify and keep the Client indemnified against all losses, expenses or damages that may be suffered by the Client due to any default or breach of terms by the Developer under this Agreement. The Client shall indemnify and keep the Developer indemnified against all losses, expenses or damages that may be suffered by the Developer due to any default or breach of terms by the Client under this Agreement.
7. NON- SOLICITATION Both the Client and the Developer hereby covenant that during the term of this agreement and for a period of one year following its termination or expiration, it shall not, without the previous written consent of other party, employ or contract the services of any person who was employed by the party at any time during a period of 12 months preceding the date on which the offer for employment is made to the party.
8. FORCE MAJEURE Neither the Client, nor the Developer, shall be liable for any default, delay or lapse occurring due to events beyond their control including riot, strike, theft, war, or acts of God and/or nature.
9. MODIFICATION IN TERMS Any changes in the terms and conditions contained herein shall have effect only prospectively, and shall be valid only if recorded in writing and signed by the authorized officials of the Client and the Developer.
10. WAIVER The failure of either party at any time to enforce any provision of this Agreement, shall in no way affect its right thereafter to require complete performance by the other party. Further, waiver of any breach of any provision shall not be held to be a waiver for any subsequent breaches. Any waiver shall be valid only if it is recorded in writing and signed by the authorized officials of the Client and the Developer.
11. TERMINATION Either party may terminate this agreement by giving 1 month written notice to the other, without assigning any reason whatsoever. The obligations of the parties shall continue during the notice period.
12. ARBITRATION Any dispute, difference or question arising out of this agreement shall be settled amicably between the parties, failing which the same shall be referred to arbitration under the Indian Arbitration Act 1996, and the place of arbitration shall be Cochin.
13. NOTICES Any or all notices to be given by the parties hereto to each other under this agreement shall be in writing and shall be transmitted (a) by registered post or by courier service or by personal delivery, as elected by the party giving such notice, at the addresses as mentioned below:
a) In the case of notice to the Developer at:
b) In the case of notice to the Client at:
IN WITNESS WHEREOF the parties hereto have executed this Agreement in duplicate through their respective duly authorized officials on the day, month and year hereinabove mentioned.
[M/s Centre Source]