MUTUAL CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT

This Mutual Confidentiality and Non-Disclosure Agreement (the “Agreement”) made effective as of documents, and formulae related to the current, future, and proposed technologies, products and services of the Disclosing Party, and also any information (the “ ”) by and between , a company having an address at concerning research, development, financial customer lists, investors, experimental work, information, purchasing, employees, business and GS Estate, GT Road, Dhandari Kalan, Ludhiana -141010 INDIA (the “Company”); and a company having an address at GSTIN: Aadhar Number/PAN: -(the “Other Party”) (collectively the “Parties”).

BACKGROUND:
  • A. The Company and the Other Party wish to commence discussions with respect to Business partnership for manufacturing components at facilities of SUPP NAME for GS RADIATORS LTD (the “Purpose”).
  • B. In connection with such discussions, each party (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”), for the Purpose, information that the Disclosing Party considers to be reasonably appropriate for the Purpose.
  • C. The Company and Other Party wish to enter into this Agreement to set out their respective rights and obligations in relation to such disclosed information.

NOW THEREFORE, this Agreement witnesses that in consideration of the premises and the mutual covenants and agreements set forth in this Agreement, the parties agree as follows:

  • 1. Definition of Confidential Information. Definition of Confidential Information. As used herein, “Confidential Information” shall mean any and all technical and non-technical information provided by the Disclosing Party to the Receiving Party that is marked or otherwise identified at the time of disclosure as confidential or proprietary, whether in graphic, electronic, written or oral form, and including but not limited to any ideas, techniques, drawings, designs, descriptions, specifications, works of authorship, patent applications or other filings, models, inventions, know-how, processes, algorithms, software source contractual relationships, business forecasts, business plans, proprietary information, personally-indefinable information, sales and merchandising, marketing plans of or related to the Disclosing Party and information the Disclosing Party provides regarding or belonging to third parties. For oral disclosures to constitute Confidential Information, such disclosures must be identified at the time as confidential or proprietary and the Disclosing Party must provide a written summary of the Confidential Information within thirty (30) days following initial disclosure. The Confidential Information includes the existence of this Agreement and the Purpose.
  • 2. Exclusions. Confidential Information does not include information that: (a) was in the public domain at the time it was communicated to the Receiving Party by the Disclosing Party through no breach of an obligation of confidentiality to the Disclosing Party; (b) entered the public domain subsequent to the time it was communicated to the Receiving Party by the Disclosing Party through no fault of the Receiving Party or other breach of an obligation of confidentiality to the Disclosing Party; (c) was in the Receiving Party’s possession free of any obligation of confidence at the time it was communicated to the Receiving Party; or (d) was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party. Notwithstanding any of the forgoing, the Receiving Party shall not be in violation of this Agreement with regard to a disclosure that was in response to a valid order by a court or other governmental body, provided that the Receiving Party provides the Disclosing Party with prior written notice of such disclosure in order to permit the Disclosing Party to seek confidential treatment of such information.
  • 3. Ownership. All Confidential Information disclosed to the Receiving Party by the Disclosing Party is and shall continue to be the exclusive property of the Disclosing Party and of those persons who have licensed or otherwise provided such Confidential Information to the Disclosing Party. This Agreement is not intended to and does not grant, expressly or by implication, any right or license to any intellectual property right or similar proprietary right of any kind that may be possessed by the Disclosing Party and/or those persons who have licensed or otherwise provided Confidential Information to the Disclosing Party. The Disclosing Party (on its own behalf and on behalf of those persons who have licensed or otherwise provided Confidential Information to the Disclosing Party) shall have the sole ownership of, and the Receiving Party hereby assigns to the Disclosing Party, any and all intellectual property, including without limitation inventions (whether or not patented and whether or not reduced to practice), patents, know-how, copyrights, trade secrets and all other rights in and claims related to the foregoing (collectively, the “Intellectual Property”), that are created and/or discovered by or for the Receiving Party based upon, using or including any Confidential Information disclosed to the Receiving Party. The Receiving Party hereby waives, and will cause its employees to waive, any and all “moral rights” to such Intellectual Property.
  • 4. Restriction on Disclosure or Use. The Receiving Party shall not, directly or indirectly, copy, transmit, reproduce, summarize, quote, make available, sell or disclose any of the Confidential Information or the Receiving Party’s recollections thereof to any third party without the express written consent of the Disclosing Party, provided however, the Receiving Party may disclose the Confidential information to its subsidiaries and service providers (the “Designated Third Parties”) provided that any such disclosure is in connection with the Purpose. The Receiving Party shall not make any use whatsoever of Confidential Information except to the extent necessary for the Purpose. The Receiving Party shall not make, have made, use or sell for any purpose any product or service or other item using, incorporating or derived from any Confidential Information of the Disclosing Party absent a separate written agreement.
  • 5. Safeguard of Confidential Information. The Receiving Party shall take all reasonable steps to keep Confidential Information strictly confidential. The Receiving Party agrees to institute measures to protect Confidential Information in a manner consistent with the measures it uses to protect its own sensitive proprietary and confidential information, which must not be less than a reasonable standard of care. The Receiving Party shall limit disclosure of Confidential Information to those of its employees, directors, officers, counsel, consultants or Designated Third Parties who have a need to know for the Purpose and who are bound by an obligation of confidentiality similar to that set forth in this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by such persons. The Receiving Party shall immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information of the Disclosing Party.
  • 6. No Reverse Engineering. The Receiving Party shall not modify, reverse engineer, disassemble, decompile, create other works from or determine the composition of any formulations, prototypes, software or other tangible objects that embody Confidential Information and that are provided to the Receiving Party hereunder. Any reproduction of any Confidential Information shall remain the property of the Disclosing Party and shall contain any and all confidential or propriety notices or legends which appear on the original. Any notices that the Receiving Party creates regarding Confidential Information shall also be deemed Confidential Information.
  • 7. Return of Confidential Information. Upon completion of the Purpose or at such other time as the Disclosing Party may request, the Receiving Party shall promptly return and deliver to the Disclosing Party all originals and copies of Confidential Information disclosed to it, in whatever form, which the Receiving Party received and destroy all extracts, analyses, notes or other documents, including computer files, prepared by or for the Receiving Party including or based on Confidential Information disclosed to it and shall certify such return and delivery in writing to the Disclosing Party.
  • 8. Injunction. The Receiving Party acknowledges and agrees that any breach of this Agreement by the Receiving Party shall cause irreparable harm to the Disclosing Party. If the Receiving Party fails to abide by the terms of this Agreement, the Disclosing Party shall be entitled to an injunction, specific performance or other equitable relief as well as an equitable accounting of all profits and benefits arising out of any breach of this Agreement and no bond or other security shall be required from the Disclosing Party in connection therewith. The rights and remedies specified in this Agreement are in addition to, and not in substitution for, any rights or remedies of the Disclosing Party at law or in equity. If the Disclosing Party is successful in obtaining an injunction or is otherwise successful in any other action arising out of a breach of this Agreement, the Receiving Party shall pay to the Disclosing Party the full amount of the legal fees and expenses incurred by the Disclosing Party in pursuing such action.
  • 9. Term and Survival of Obligations. This Agreement shall remain in full force and effect for as long as either party, or any person to which it has disclosed such Confidential Information under the terms of this Agreement, is in possession of any Confidential Information disclosed to it by the other party. The obligations of the Receiving Party respecting the use, disclosure and return of Confidential Information and the rights of the Disclosing Party provided herein to enforce such obligations shall survive the expiration or termination of this Agreement.
  • 10. No Warranty. All Confidential Information disclosed by the Disclosing Party to the Receiving Party is provided “AS IS” and without any warranty, express, implied, or otherwise, regarding its accuracy, completeness, performance, non-infringement, or fitness for particular purpose. In no event shall the Disclosing Party, or any other person who may have licensed or otherwise provided Confidential Information to the Disclosing Party (whether directly or indirectly) be liable to Receiving Party, its representatives or any other person for any losses, costs, expense or damages of any kind whatsoever arising out of or resulting from the use of Confidential.
  • 11. Notices. Any notice, direction, request or other communication required or contemplated by any provision of this Agreement shall be given in writing and shall be given by delivering or faxing the same to the parties at the addresses set forth above. Any such notice, direction, request or other communication shall be deemed to have been given or made on the date on which it was delivered or, in the case of fax, on the next business day after receipt of transmission. Either party may change its fax number or address for service from time to time by written notice in accordance with this section. shall ensure to the benefit of and be binding on the parties and their respective successors and permitted assigns.
  • 12. Assignment. This Agreement is not assignable by either party in whole or in part without the prior written consent of the other party, which consent may not be unreasonably withheld, delayed or conditioned. Any attempt by either party to assign any of its rights or to the delegate any of its duties or obligations under this Agreement without such prior written consent is void.
  • 13. Entire Agreement. This Agreement represents the entire agreement and understanding of the parties hereto with respect to the non-disclosure of Confidential Information described herein and supersedes all prior written or oral agreements and all negotiations, conversations or other communications or understandings of the parties hereto with respect to the subject matter described herein.
  • 14. Severability. If any provision of this Agreement is determined to be invalid or unenforceable, a suitable provision shall be substituted therefore to carry out, insofar as may be valid and enforceable, the intent and purpose of the invalid or unenforceable provision. The validity and enforceability of the remaining provisions shall not be affected or impaired thereby.
  • 15. Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the District Jurisdiction Ludhiana, Punjab, and the parties hereby attorn to the exclusive jurisdiction of the courts of the state Punjab, India. Information disclosed to Receiving Party. Other
  • 16. Inurement. Subject to the restrictions on persons who may have licensed or otherwise provided transfer contained in this Agreement, this Agreement Confidential Information to the Disclosing Party (whether directly or indirectly), are intended third party beneficiaries of this Section 10.
  • 17. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All of these counterparts will constitute one agreement, binding on the parties, notwithstanding that all parties are not signatories to the same counterpart. A fax or electronic copy of this Agreement executed by a party in counterpart will constitute a properly executed, delivered and binding agreement or counterpart of the executing party.
  • 18. Interpretation. Section headings are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor otherwise be given any legal effect.
  • 19. Modification/Waiver. This Agreement may be modified by the parties only in writing signed by both parties,
  • 20. Breach of Contract. In case of breach by the Receiving Party of the terms and conditions of this Agreement, with specific reference to the clause no 4 “Restrictions on Disclosure or Use”, it will be deemed to be breach of contract i.e., if the Receiving Party misuses the Confidential information of the Disclosing party in any form or transmits to third party with bad intention, or negligently acts without consent of the Disclosing Party, the Receiving party will be deemed to have committed breach of contract, and so have to indemnify the Disclosing party against all damages, claims and losses. Damages, claims and losses will comprise legal costs and expenses, including reasonable attorneys’ fees with counsel of own choice of disclosing party and court costs related thereto, all third party claims arising thereof, and all actions, claims, suits, proceedings, demands, assessments, judgements, costs and expense with respect to the above.

    • [Signature page follows.]

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    By their execution below, the parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the last date of signature below, and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective party to all of the terms and conditions herein.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date specified at the top of the first page of this Agreement.





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