This non-disclosure agreement (“Agreement”), dated as of the submission time in the electronic form below is made between the user of the Bhojpur Consulting Private Limited, India (henceforth referred to as: Bhojpur Consulting, website: https://www.bhojpur-consulting.com), who is the provider of the Information Technology related professional services (e.g. project management, idea generation, conceptual elaboration, business or technical requirements gathering, system architecture and design, source code development, complex system integration, testing, solution deployment, product documentation, user training, IT support services) and the user of such IT professional services (“Client”).
For the purposes of enabling the Bhojpur Consulting to provide IT professional services to the Client, and the Client has agreed to provide the Bhojpur Consulting with written and oral information (“Confidential Information”) concerning the project, which the Bhojpur Consulting is to complete (“Project”) subject to the terms of this Agreement.
The parties agree as follows:
- The Confidential Information shall be kept in strict confidence by the Bhojpur Consulting and shall not be used, without the Client’s prior written consent, for any purpose other than in connection with the completion of the Project. The Confidential Information shall not be disclosed to any persons other than those Representatives (as defined below) who have a need to know. The “Representatives” shall mean the affiliates, directors, officers, employees, professional advisors and agents of the Bhojpur Consulting. The Bhojpur Consulting shall inform its Representatives of the confidential nature of the Confidential Information and shall direct its Representatives to hold the Confidential Information in strict confidence.
- The restrictions in paragraph 1 shall not apply to any information which:
- is or becomes generally available to the public through no violation of this Agreement;
- was available to the Bhojpur Consulting on a non-confidential basis prior to its disclosure to the Bhojpur Consulting by the Client;
- becomes available to the Bhojpur Consulting on a non-confidential basis from a source other than the Client provided that such source is not bound by an Agreement with the Client; or
- is required to be disclosed to any court, regulatory authority, other governmental authority or pursuant to any requirement of law.
- At the request of the Client, the Bhojpur Consulting shall return all Confidential Information received from the Client and shall not retain any copies of, or other reproductions or extracts of, the Confidential Information, except as it may retain in accordance with prudent business practices (any retained material shall remain subject to the provisions of this Agreement without any time limit).
- The Bhojpur Consulting acknowledges and agrees that the Client is not making any representation or warranty, express or implied, as to the accuracy, correctness or completeness of the Confidential Information. The Bhojpur Consulting agrees that neither the Client nor any of its affiliates, directors, officers, employees, professional advisors or agents shall have liability to the Bhojpur Consulting resulting from the use of the Confidential Information by the Bhojpur Consulting or the Representatives.
- Notwithstanding any other remedies which may be available to the Client, the Bhojpur Consulting indemnifies and must keep the Client indemnified against any loss or expense suffered or incurred by the Client directly or indirectly in connection with or arising out of or as a result of the breach by the Bhojpur Consulting or its Representatives of any of the terms of this Agreement.
- This Agreement is governed by and shall be construed in accordance with the laws of the State of Maharashtra, India and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of the State of Maharashtra, India. The duration of this Agreement is 12 (twelve) months from the date of this Agreement.
- This Agreement shall not be amended or modified, and none of the provisions shall be waived, except in writing signed on behalf of the parties or, in the case of a waiver, on behalf of the party making the waiver.
This Agreement relates to the confidentiality agreed upon for the project:
“_____________________________________________________________________” dated ________________.
| Agreed to by the Bhojpur Consulting | Agreed to by the Client | |
| Name: _________________________ | Name: _________________________ | |
| Date: __________________________ | Date: __________________________ |
