PVPL CH 3 — Preseed’s Non-Disclosure Agreement

NOTE:

1. Please take out two copies of this NDA, retain one for your safekeeping and return the other to the Preseed team at our address, after sending the signed scanned image of the same into ajay@preseed.in.
2. Instruction for the team member sending this as a PDF — mention the page number on every page in the format ‘page x of y’. (Using such a feature on Google doc or Microsoft word).
3. The agreement must be signed on all pages by the concerned parties.
4. Kindly toggle or check the blanks wherever required to choose from among various options. e.g. Company/Individual.
5. The necessary annexes be attached wherever applicable.

Mutual Confidentiality and Non Compete Agreement

Reg Office: D/49, Sector-P, Aliganj, Lucknow, Uttar Pradesh — 226024

CIN NO — U74900UP2014C062407, Tel No — 0522–4010699, Mob No — 7052118278

E-mail — ajay@preseed.in| www.preseed.in

This binding agreement has been entered into verbally on the 1st of April and on this paper on the 4th day of June, 2017 (“The effective date”) between:

Preseed Ventures Private Limited, a private Limited company formed and incorporated under the Indian Companies Act, 1956, having its registered office at Ground floor, D58, Sector P, Aliganj, Lucknow — 226024, hereinafter referred to as “Preseed” /”Promoter”/ “First Party” / “Company” represented by its director Nishchal Kesarwani (“signatory”),

And

Mr./Ms. ___________________________________________ s/o Mr. ___________________________ having DIN N/A / PAN — ______________________________ , hereinafter referred to as “_______________________________” / “Second Party” / “other signatory”.

To protect the confidentiality of certain confidential information of the first party/the first party signatory and the second party/other signatory, to be disclosed to each oher from information for use under this Agreement :

1. Firstly — By the second party to serve the first party in advance to establish its long term loyalty commitment, cultural fitment and proof of skills towards the first party agenda.
2. Secondly — On a later date, in evaluating or pursuing a business relationship between the parties first, for the sole fulfillment of the first party agenda (the “Permitted Use”) first, and then for furthering that relationship by way of a mutually benefitting offer, by the first party to the second party towards action by second party for the same permitted use. Whereas the relationship/roles, declarations, and further identity information will be set forth in associated attached Annexures mentioned in Annexure 1. Signatory and other signatory may be referred to herein individually as a “Party” and collectively as the “Parties” representing first and second party respectively.

Whereas, first-party, Preseed, is into development, incubation and hence, ownership of software, hardware, startups, and business consultation; and is in discussions with the second party to progress its “Agenda”. Whereas second party, an established software developer presently working at Delhi-NCR and Lucknow, is looking for association with Preseed on a long term basis and strongly feel motivated and convinced that they are suited to take care of the product development that Preseed is searching for.

Whereas both parties after long discussions, agreed to join together and reduce the broad understanding of this binding contract by signing the same on the following terms:

1. Definitions — For purposes of this Agreement:
2. “Confidential Information” or “confidential assets’ means any technical and non technical information, including but not limited to, formulae, patterns, compilations, disclosed by such Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), which may include without limitation: (a) patent and patent applications; (b) trade secrets; © proprietary and programs, devices, methods, techniques, works of authorship on future, and proposed products and services of each of the Parties, such as information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, sketches, drawings, models, inventions, general know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, penned down ideas and processes of a party now known or in possession of, or hereinafter learned or acquired, that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and includes, without limitation, business plans, business ideas, business strategies, marketing plans, investors lists, customer lists, price lists, cost information, information about employees including but not limited to information about remuneration, descriptions of inventions, process descriptions, descriptions of technical know-how, engineering and technical specifications and documentation, and pending or abandoned patent applications and d) all other information that the Receiving Party knew, or reasonably should have known, was the Confidential Information of the Disclosing Party. Confidential Information also includes discussions regarding a proposed Transaction contemplated. Confidential information may be written or oral, expressed in electronic media or otherwise disclosed, and may be tangible or intangible.
   All works and further works on agenda, materials, and information disclosed or created by either party to the other will be presumed to be Confidential Information and will be so regarded by the Receiving Party unless the Receiving Party can prove that the materials or information are not Confidential Information because they are: (a) already known to the Receiving Party at the time that they are disclosed by the Disclosing Party, in which case, Receiving Party must already mention it with a corroborative proof in their declaration attached as Annexure 2 hereto in Schedule 1; or (b) publicly known at the time of the disclosure to the Receiving Party by the Disclosing Party. Additionally, the confidential obligations herein will cease as to particular information that: (i) has become publicly known through no fault of the Receiving Party; (ii) is received by the Receiving Party properly and lawfully from a third party without restriction on disclosure and without knowledge or reasonable suspicion that the third party’s disclosure is in breach of any obligations to the Disclosing Party; (iii) has been developed by the Receiving Party completely independent of the delivery of Confidential Information hereunder, in which case, Receiving Party must already mention it with a corroborative proof in their declaration attached as Annexure 2 hereto; or (iv) has been approved for public release by written authorization of the Disclosing Party.
3. “Written” means consent given either via authorized email/WhatsApp/written/printed mailed or emailed, or any other way of contact mentioned in schedule 1 hereto.
4. “Written and signed” or “signed written” means written and signed by both parties or all parties involved.
5. “Owner” means the party which owns or originally produces the given Confidential Information to the other party. The owners of the respective Confidential Information will have all the rights to handle such owned information as they deem fit.
6. “Commercial exchange” means exchange of knowledge or any monetary compensation by way of salary, fee, equity commitment or equity by the first party to the second party for second party’s work/confidential information towards the first party agenda.
7. “Ideas” are thoughts and vice-versa exchanged between both parties
8. “Long term” means a period of at least one year.
9. “Agenda” means co-create, safe keep, maintain, develop, debug, structure, document and strengthen its own confidential assets including, but not limited to, the ideas, content, software codes, web pages and designs of its productivity chat app (currently named as Chattodo), browser productivity extension, web platform (currently named as Todoed), an entrepreneurial platform for listing of ideas for entrepreneurs (currently named MyIdealist or PreseedApp), related add ons, related chatbots for relevant chat apps like FB messenger, Whatsapp, Snapchat, Slack and Preseed’s own websites.
10. Obligations — The Receiving Party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party any Confidential Information of the Disclosing Party, except as approved in writing by the Disclosing Party, and will use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. The recipient of Confidential Information from the other party further agrees: (a) without limitation, of taking such steps to protect and preserve the confidentiality of the Confidential Information as it takes to preserve and protect the confidentiality of its own confidential information; (b) that it will disclose such Confidential Information only to its own employees or affiliates on a “need-to-know” basis only, and only to those employees or affiliates who have agreed to maintain the confidentiality thereof and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein; © that if software is involved, it will not disassemble, “reverse engineer,” “reverse compile” or analyze the inputs and outputs of any software or hardware provided under this Agreement for any purpose, including but not limited to, attempting to ascertain or deduce the functionality or workings of the software or hardware; without the written consent of the Disclosing Party (d) that it will not disclose such Confidential Information to any third party (including subcontractors and consultants) without the express written consent of the Disclosing Party, and (e) that it will not obtain employment as a part time or full-time employee, consultant, or contractor with any company or entity deemed to be in direct competition with the other party.
    The Receiving Party will immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information of the Disclosing Party. Failing to do so would be considered a serious breach.
11. Limited/Permitted Use — Each party agrees to use any Confidential Information of the other party only for the limited and sole purposes contemplated by this Agreement as a permitted use. Each party further agrees not to use the Confidential Information of the other party for any other use, including, but not limited to directly or indirectly competing with the other party.
12. Ownership — The parties acknowledge that they will maintain sole and exclusive ownership of all right, title, and interest in and to their own confidential information, including but not limited to ownership of all copyrights, patents and trade secrets pertaining thereto. Neither Receiving Party will make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information of the Disclosing Party. The Receiving Party will not reproduce the Confidential Information of the Disclosing Party in any form except as required to accomplish the intent of this Agreement. Any reproduction by a Receiving Party of any Confidential Information of the Disclosing Party will remain the property of the Disclosing Party and will include, but not limited to, any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Disclosing Party. Nothing contained in this agreement will be construed as granting any ownership, rights, by license or otherwise, to any Confidential Information; except as expressly set forth herein or in any attached Annexures mentioning any “commercial exchange”, if written and signed, first-party will be deemed to be made the exclusive owner of the Agenda related confidential information of the second party and will be deemed to have the rights as if the sole owner of the same, and the second party will cease to have any rights over its own such confidential information, unless stated otherwise in the same Annexure`.
13. Offer — Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either Party to enter into any further agreement with the other, license any products or services to the other, or to require either Party to disclose any particular Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, consultancy, joint venture, or agency between the Parties; except as expressly set forth herein or in any attached Annexures, written and signed, whereby, this relationship can then be extended on a later date to the benefits of the second party too by way of a commercial exchange. Until then, this agreement will be signed for the sole benefit of the first party’s agenda.
14. Equitable Relief and Remedies — Any and all Confidential Information is considered to include valuable trade secrets of the disclosing party. The receiving party acknowledges that, in the event of any breach of this Agreement, the disclosing party will not have an adequate remedy in money or damages. The disclosing party will, therefore, be entitled in such event to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. The disclosing party’s right to obtain such relief will not limit its right to obtain other remedies. The receiving party agrees to and will be responsible and primarily liable for, and agree to and shall indemnify the disclosing party from and against, any and all claims, demands, actions, losses, damages, liabilities, costs and expenses and disbursements incurred or sustained as a result of any breach by receiving party and/or receiving party‘s representatives or affiliates of any of the provisions hereof (including, without limitation, any unauthorized use or disclosure of the Confidential Information by the receiving party or the receiving party‘s affiliates or representatives, or otherwise resulting from the acts or omissions of the receiving party, or the acts or omissions of the receiving party‘s affiliates and representatives). In addition to all other rights and remedies which either party hereto may have hereunder, at law, in equity, by statute or otherwise, either party hereto will be entitled to recover attorneys’ fees and expenses and court costs in the event of any breach of this Agreement by the other party. For the purposes of this Agreement, the term “attorneys’ fees” shall mean the full and actual costs of any legal services actually rendered in connection with the matters involved, calculated on the basis of the usual fees charged by attorneys performing such services, and shall not be limited to “reasonable attorneys’ fees” as defined by any statute or rule of court.
15. Disclaimer — Except as may otherwise be set forth herein or in a signed written agreement between parties, the parties make representation or warranty as to accuracy, completeness, condition, suitability, or performance of the Confidential Information, and the parties will have the liability whatsoever to each other resulting from their use of the other party’s Confidential Information.
16. Term — The parties agree that this Agreement will remain in full force and effect in perpetuity. Notwithstanding perpetuity, upon request of either party for alteration or termination, the other party will reserve the right to either accept in a signed written agreement or refuse in writing. Each Party’s obligations under this agreement will be binding upon such Party’s heirs, successors, and assignees. Each Party’s obligations with respect to all Confidential Information of the other Party will terminate only pursuant to proving the information in concern was not confidential.
17. Return of Information — Upon the disclosing party’s request for return of information or termination or in the event of expiration of this agreement, the receiving party will promptly return, and thereafter destroy all Confidential Information, all copies thereof. and related materials and discontinue all further use of the disclosing party’s Confidential Information, as may be stated by the disclosing party in writing. Upon the disclosing party’s request, the receiving party will promptly certify that such action has been taken.
18. Required Legal Disclosure — Notwithstanding the above, the Receiving Party may disclose certain Confidential Information of the Disclosing Party, without violating the obligations of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that the Receiving Party provides the Disclosing Party with reasonable prior written notice of such disclosure promptly after becoming aware of is its obligation to make such disclosure and makes a reasonable effort to obtain and to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation is required, or for which the order was issued.
19. Governing Law — The control, governance, interpretation and enforcement of this Agreement will be governed by the laws of the Union of India, as it applies to a contract executed, delivered, and performed solely in such Union and the parties agree that any legal action arising out of or in conjunction with this Agreement, or any breach thereof, shall be brought and prosecuted in an appropriate court of competent jurisdiction within the state of New Delhi, India. The parties hereby consent to the personal jurisdiction and exclusive venue of these courts. If any provision of this Agreement is found by a proper statutory authority to be unenforceable or invalid by law or otherwise, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
20. Restrictions on Assignments and Sub-licenses — Neither Party may sell, transfer, assign, sub-license, or subcontract any right or obligation under this Agreement, unless it is the owner, without the prior signed written consent of the other party. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void, and will be considered a breach, except that a Party may assign this Agreement with a written and signed consent, to its successor in interest by way of merger, acquisition or sale of all or substantially all of its assets. The terms of this Agreement shall be binding upon assignees.

All written and signed documents and notices permitted or required under this Agreement will be delivered by personal delivery, signed and scanned electronic mail, by certified or registered mail, and will be deemed given upon personal delivery, five (5) days after deposit in the mail or electronic mail. Notices will be sent to the addresses set forth in schedule 1 or such other address as either Party may specify in a signed writing.

This Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the Parties with respect to such matters. No modification of or amendment to this Agreement will be effective unless in writing and signed by the Parties.

Agreed to and accepted with no ambiguity to the sole purpose of benefiting the first party Preseed Ventures Pvt. Ltd. by Nishchal Kesarwani and ……………………………………………..:

Schedule 1

First party

Name:

Nishchal Kesarwani

Company:

Preseed Ventures Pvt. Ltd.

Designation:

Founder and CEO

Emails (Not limited to):

nishchal@preseed.in,

Phone Number/s: (Not limited to):

__________________

Date of Signature

Mention by pen:

Address:

Ground floor, D/58, Sector P, Aliganj, Lucknow, U.P. — 226024

Second Party

Name:

……………………………

Company/Individual:

……………………………

Designation:

Emails (Not limited to):

Phone number/s: (Not limited to):

__________________

Date of signature

Mention by pen:

Address:

…………………………………………………………………………..

Name of self-attested identity, address, and signature proof documents of 2nd party attached as Annexure 1:

(N/A)

(To be mentioned by pen)

Stamp and/or Signature :

Annexed documents and their purpose (Please tick the blanks wherever applicable)-

(✓) Annexure 1- Self-attested id, address & sign proof documents

(___) Annexure 2 — Declarations — Annexed

(___) Annexure 3 — Offer Letter — Annexed

(___)Annexure 4 — Roles and responsibilities — Annexed

Once this contract is signed, we may proceed to create annexed documents hereto, time to time, depending on the case for it.