Non-Disclosure Agreement
This Non Competence and Non-Disclosure Agreement (hereinafter referred to as this "Agreement") is made on this DDMMYYYY:
BY AND BETWEEN:
Company Name, a company incorporated under the provisions of the LAW and having its registered office at Address, City - Pincode, State, India, (hereinafter referred to as the “Company”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors in interest, administrators and permitted assigns), of the FIRST PART and
Name, a citizen of India and presently residing at address, city – pincode, (hereinafter referred to as the “Employee”).
WHEREAS:
1. The Company is in the business of ….....
2. The Company, in the course of its business, has acquired or may acquire confidential property, information and trade secrets, made or will make discoveries and improvements or developments, which it desires to keep confidential.
3. The Company undertakes several assignments on behalf of clients that involve the development of Intellectual Property (as defined hereinafter) and which also entail confidentiality obligations. The Company must respect the Intellectual Property and confidentiality obligations of its clients and therefore, in turn the employees are also expected to respect the same.
4.The Company wishes to safeguard its goodwill, business and proprietary information to which the Employee may have access.
5.The Company desires to engage the Employee on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Company and the Employee hereby agree as follows:
DEFINITIONS AND INTERPRETATION
In this Agreement unless the context otherwise requires:
"Agreement" means this Agreement including any Annexures and Schedules attached to this Agreement and as may be amended and modified from time to time.“Business” means …......
“Compensation Letter” means the letter issued by the Company to the Employee setting out the details and manner of the compensation, as amended from time to time.
"Competitor” means and includes all such Persons (as defined hereinafter) whether domestic or foreign, which carry on or which are likely to carry on similar Business.
“Confidential Information” includes but is not limited to information which is or fairly be considered to be of a confidential nature, which is obtained whether (without limitation) in graphic, written, electronic or machine readable form or orally, by the Employee; and whether or not the information is expressly stated to be confidential or marked as such, in writing, and also includes all Intellectual Property, but is not limited to:
Information of value or significance to the Company or its competitors (present or potential) such as:
Customer data, in particular, names, addresses, sales figures and sales conditions of the Company and its clients.
Distribution data, in particular, names, addresses, sales figures and sales conditions of distributors, agents and licensees of the Company.
Manufacturing data, in particular, procurement and manufacturing procedures, the fees, discounts, commissions and other credits relating to the software.
Supplier’s data, in particular, names, addresses, sales figures, and sales condition of suppliers of software and hardware to the Company, whether in India or abroad.
Business data, particularly data relating to new products, promotion campaigns, distribution strategies, license agreements and joint ventures in which the Company is involved.
Software data, particularly information relating to the software and the modules thereof as well as any devices designed by the Company to prevent unauthorized copying.
Research and development data, particularly information relating to the software and hardware developments of the Company.
Financial data, in particular, concerning budgets, the fees and revenue calculations, sales figures, financial statements, profit
