PYPL CH1 — Non Competitive & Non-disclosure Agreement
Company- Individual Agreement
- Please take out two copies of this term sheet, retain one for your safekeeping and return the other to the Preseed team after sending the signed scanned image of the same into firstname.lastname@example.org
- Please mention the page number on every page in the format ‘page x of y’.
- The agreement must be signed on all pages by the concerned parties.
- Kindly toggle or check the blanks wherever required to choose from among various options. e.g. Company/Individual.
- The necessary annexes be attached wherever applicable.
Confidentiality and Non-Disclosure Agreement
CIN NO — U74900UP2014C062407, Tel No — 0522–4010699, Mob No — 7052118278
E-mail — email@example.com | www.preseed.in
This binding agreement has been entered into verbally on the ______ of ____________(Month and Year) and on this paper on the _________ day of _______________ (Month and Year) (“The effective date”) between:
Preseed Ventures Private Limited, a company incorporated as per Indian Companies Act, 1956/2013 and having its registered office in : D/58, Sector-P, Aliganj, Lucknow, Uttar Pradesh — 226024 (the “Company”), and _________________ (“Individual”). This agreement applies to the Individual associated with and/or involved in the activities or affairs of the Company for the purpose of mutual growth and aspirations.
In consideration of Individual’s engagement as an Individual with the training, contacts and experience that he/she may receive in connection with such engagement and other good and valuable consideration, the receipt, and sufficiency of which are hereby acknowledged, Parties agree as follows:
The following terms have the following specified meanings:
“Confidential Information” means any information related to the plans, strategies, business, operations, or other affairs of the Disclosing Party or its affiliates, tangible or intangible, that is not generally available to the public, and that: (a) is conceived, compiled, developed, or discovered by me whether solely or jointly with others, during the Term, or (b) is or has been received or otherwise becomes known to the Receiving Party in connection with this Agreement. Without limiting the generality of the foregoing, Confidential Information includes information relating to Inventions and Works, trade secrets, finances, operational plans, political plans, political affairs, legal affairs, contracts or assets of the Disclosing Party. Confidential Information also includes any information that has been made available to the Disclosing Party by any third party and which the Disclosing Party is obligated to keep confidential. Information shall be Confidential Information even if no legal protection has been obtained or sought for such information under applicable laws and whether or not the Receiving Party have been notified that such information is Confidential Information. Confidential Information includes the knowledge whether any Material, or Inventions and Works exists.
“Disclosing Party” is the party disclosing the Confidential Information
“Inventions and Works” means any composition, work of authorship, computer program, technology, product, device, technique, know-how, algorithm, method, process, procedure, improvement, discovery or invention, whether or not patentable or copyrightable and whether or not reduced to practice, that is (a) within the scope of the Disclosing Party business, operations, services, affairs, research or investigations or results from or is suggested by any work performed by the Receiving Party for the Disclosing Party and (b) created, conceived, reduced to practice, developed, discovered, invented or made by the Receiving Party during the Term, whether solely or jointly with others, and whether or not while engaged in performing work for the Disclosing Party.
“Materials” means any product, prototype, sample, model, document, diskette, tape, picture, drawing, design, recording, report, proposal, paper, note, writing or other tangible item which in whole or in part contains, embodies or manifests, whether in printed, handwritten, coded, magnetic or other form, any Confidential Information, or any Invention and Work.
“Proprietary Right” means any patent, copyright, mask work, trade secret, trademark, trade name, service mark or other proprietary and/or intellectual property right in any Confidential Information, Inventions, and Works, or Material.
“Receiving Party” is the Party receiving the Confidential Information
“Term” means the period from the beginning of my engagement with the Company, whether on a fulltime, part-time or consulting basis, through the last day of such engagement as more specifically defined in Clause 4 of this Agreement.
2. Confidential Information, Inventions and Works, and Materials
2.1. As between the Parties, the Disclosing Party is and will be the sole owner of all Confidential Information, Inventions and Works, Materials and Proprietary Rights. To the extent eligible for such treatment, all Inventions and Works will constitute “works made for hire” under applicable copyright laws.
2.2. The Receiving Party hereby irrevocably assign and transfer to the Disclosing Party all right, title and interest that it may now or later have in the Confidential Information, Inventions and Works, Materials and Proprietary Rights, subject to the limitations set forth below. This assignment and transfer is independent of any obligation or commitment made to the Receiving Party by the Disclosing Party. Further, the Individual hereby waives any moral rights that it may have in or to any Confidential Information, Inventions and Works, Materials and Proprietary Rights. The Receiving Party will take such action (including, but not limited to, the execution, acknowledgment, delivery and assistance in preparation of documents or the giving of testimony) as may be requested by the Disclosing Party to evidence, transfer, vest or confirm the Disclosing Party’s right, title and interest in the Confidential Information, Inventions and Works, Materials and Proprietary Rights, and the license rights. The Receiving Party will not contest the validity of any Proprietary Rights.
2.3. Except as required for the purpose of this Agreement and as authorized in writing by the Disclosing Party, the Receiving Party will not
2.3.1. use, disclose, publish, distribute, divulge, furnish, make accessible, or permit the disclosure to anyone any Confidential Information, Inventions, and Works, or Materials, or
2.3.2. remove any Materials from the Company’s premises or any other premises as designated by the Company.
2.4. Without limiting the above obligations, the Receiving Party will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information.
2.5. The Receiving Party will hold all Materials in trust for the Disclosing Party
2.6 The Individual shall at no time directly or indirectly avail or attempt to avail financial gains or other non-monetary gains of any nature, with the Potential Investor or any Potential Client, other than the Investment Amount in accordance with the terms of this Term Sheet, unless with prior approval from the Company in writing.
2.7. Without limiting the above obligations, the Receiving Party will not communicate with any third party, including print and electronic media, regarding any aspect of this Agreement, the transaction contemplated under this Agreement, without the express prior approval of the Disclosing Party or its designee.
2.8. The Individual hereby irrevocably grant to the Company, to the full extent of my rights in and to the same, a fully paid-up, perpetual, worldwide right and license, with the right to sublicense, disclose, offer, distribute, import, make, have made, make derivative works of, use and otherwise exploit any trade secrets, copyrights, Confidential Information, Inventions and Works belonging to the Individual or any third party that the Individual disclose to the Company or its personnel or use in any Inventions and Works or Materials.
2.9. Subject to other terms of this Agreement, the obligations of the Receiving Party under this Agreement shall remain valid and in full force and effect in perpetuity.
3. Non-Solicitation, Non-Circumvention, and Non-Compete
3.1. Non-Solicitation and Non-Circumvention. During Individual’s engagement and for a period of one (1) year after the termination for any reason, whether voluntary or involuntary, Individual agrees that he/she will not directly or indirectly, on its own behalf or on the behalf of any other individual or entity:
3.1.1. Solicit the employment of any employee of the Company or any of its subsidiaries or affiliates or otherwise interfere with the employment relationship between any such employee and the Company, its subsidiaries or affiliates;
3.1.2. Solicit, induce, or entice any of the Company’s agents, representatives, consultants, contractors or customers with whom Individual had access during the research Project with the Company, to terminate or alter their relationship with the Company.
3.2. Non-Competition: During engagement as Individual, he/she agrees that from the Effective Date until the termination for any reason, whether voluntary or involuntary, Individual will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of the Company. The Individual will not assist any other person or entity in competing or preparing to compete with any business or demonstrably anticipated business of the Company. Individual activity that is prohibited by this Agreement includes, but is not limited to:
3.2.1. Solicitation of customers, business, or selling products or services in competition with, or for any business that competes with the Company;
3.2.2. Diverting, enticing, or taking away any employees, customers or business of the Company or attempting to do so; or
3.2.3. Acting as a consultant or agent for, promoting, or assisting any individual or entity engaged in any business that competes with the Company.
4. Term and Termination
4.1. This Agreement shall become binding on the Parties from the Effective Date and shall terminate upon the earlier of
(i) termination of all written agreements between the parties or their Affiliates regarding the relationship, or
(ii) if no agreements are executed, termination of discussions between the parties or their Affiliates regarding the relationship.
4.2. Either Party may terminate this Agreement at any time upon five (5) days written notice to the other Party, and neither Party shall have any obligation to disclose any Confidential Information further or to continue discussions relating to, or enter into or continue any arrangement or agreement relating to, the Purpose or any other matter, except as agreed in writing by the Parties.
4.3. The Parties agree that upon termination of this Agreement or at any time during its currency, at the request of the Disclosing Party, the Receiving Party shall promptly deliver to the Disclosing Party the Confidential Information and copies thereof in its possession or under its direct or indirect control, and shall at the request of the Disclosing Party, destroy all memoranda, notes and other writings prepared by the Receiving Party or its Affiliates or directors, officers, employees or advisors based on the Confidential Information and promptly certify such destruction except as may be required by applicable law, regulation or legal process or as requested by any examiner or other regulatory authority or self-regulatory authority or to be maintained confidentially pursuant to internal document retention requirements (including electronic archiving and back-up procedures).
4.4. The obligation of the Receiving Party to protect confidentiality shall survive any expiration or early termination.
Subject to applicable law, each of the parties covenants and agrees that neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, will in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the other parties or such other parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a party or a parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a party or a parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of such other parties, their products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, shareholders, agents, attorneys or representatives.
6. Equitable Relief
6.1. The Receiving Party acknowledges and agrees that
6.1.1. its obligations under this Agreement are necessary and reasonable to protect the Disclosing Party,
6.1.2. any violation of these provisions could cause irreparable injury to the Disclosing Party for which money damages would be inadequate, and
6.1.3. as a result, the Disclosing Party shall be entitled to obtain an immediate injunction, temporary restraining order and/or other appropriate equitable relief upon any breach or threatened breach of the provisions of this Agreement without the necessity of proving actual damages.
6.2. The Parties agree that the remedies set forth hereinabove are in addition to and in no way preclude any other remedies or actions that may be available at law or under this Agreement. The Receiving Party shall notify the Disclosing Party in writing immediately upon the Receiving Party’s becoming aware of any such breach or threatened breach.
6.3. In no event will either Party be liable to the other Party for loss of profits, loss of data, or for any special, indirect, incidental, consequential or punitive damages, however caused, on any theory of liability and whether or not such Party has been advised of the possibility of such damages, arising under any cause of action and arising out of this agreement or under any statute or law connected independently of this agreement to such cause of action.
7.1. The parties herein agree to strictly comply with all applicable privacy and data protection laws, such as EU Data Protection Laws as well as all other applicable regulations and directives in collecting, using, processing, handling and/or transferring of any of the Confidential Information which may contain any personal data. Each party agrees to fully indemnify the other if there is any breach of any applicable laws in relation to privacy and data protection laws by such party
7.2. This Agreement will be governed by the laws of India without regard to its choice of law principles to the contrary. The Parties irrevocably consent to the jurisdiction of courts of New Delhi or any other courts of competent jurisdiction, in connection with any action relating to this Agreement.
7.3. Nothing in this Agreement shall obligate either Party to consummate any transaction discussed as a result hereof.
7.4. This Agreement may not be modified except by a written instrument signed on behalf of each party.
7.5. The Company may assign this Agreement to a parent corporation, to a wholly-owned subsidiary or a successor of substantially all of the business or assets of the party.
7.6. This Agreement embodies the entire agreement and understanding of the parties and terminates and supersedes all prior independent agreements and undertakings between the parties.
7.7. If any provision in this Agreement shall be found or be held to be invalid or unenforceable by a court of competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect.
7.8. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any party the agent of another Party, nor authorise any Party to make or enter into any commitments for or on behalf of any other Party and neither Party shall have any authority of any kind to bind the other Party in any respect whatsoever.
7.9. All notices, requests or consents given in connection with this Agreement shall be given in writing and sent by first-class mail, postage prepaid, telegram, teletype, telex, cable or email to the addresses listed at the end of this Agreement unless either party notifies the other party of a different address.
7.10. This agreement may be executed in two or more counterparts and each of which when executed and delivered shall be an original, but all of which taken together shall constitute one and the same instrument.
Executed as of the date and year first above written:
Name of Company: _____________________________________
Name of Individual: ____________________________________
Name of self-attested identity, address, and signature proof documents of 2nd party attached as Annexure 1:
(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