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MUTUAL NON-DISCLOSURE UNDERSTANDING
This MUTUAL NON-DISCLOSURE UNDERSTANDING is made and entered into by and between Cybiz Franchising Services Private Limited, a Company incorporation under the provisions of the Companies Act, 1956 and having its office at Plot Nos. 309 – 310, Udyog Vihar, Phase – IV, Gurgaon – 122 015, Haryana (INDIA), (hereinafter referred to as “CYBIZ”, which expression shall, unless contrary to and/or repugnant to the context mean and include its successors and assigns) of the one part;
 
AND
 
The “Client”, as defined in the Schedule hereto, of the other part;
CYBIZ and CLIENT are hereinafter referred collectively as “Parties” and individually as “Party”.
CYBIZ and CLIENT wish to evaluate the possibility of forming a business relationship. In the course of such discussions, Cybiz shall disclose confidential information to Client. The Parties agree that the disclosure of information defined below as Confidential Information shall be governed by this Mutual Non-Disclosure Understanding.
 
NOW, THEREFORE, in consideration of mutual covenants and promises, the legality and adequacy of which is acknowledged by both parties, the parties mutually agree as follows:
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  (Unless the context otherwise requires, the expression “Client” shall include his/her heirs, executors and Legal representatives.)
 
 
  1. “Confidential Information” shall mean non-public information revealed by Cybiz (whether in writing, orally or by another means) to Client including (a) information expressly or implicitly marked or disclosed as confidential, (b) information traditionally recognized as proprietary trade secrets, (c) all forms and types of financial, business, economic, or other information including without limitation, plans, compilations, devices, business data, designs, prototypes, methods, techniques, processes or procedures, whether tangible or not, and whether or how stored, compiled, physically, electronically, graphically, photographically, or in writing and (d) all copies thereof.
  2. 2. As to any Confidential Information disclosed by Cybiz to the Client, pursuant to Clause 1 above, the Client will take all precautions in accordance with procedures it follows with respect to its own important Confidential Information to prevent disclosure, directly or indirectly, of all or any portion of the Confidential Information.
  3. 3. The disclosure of the Confidential Information hereunder is for the sole purposes of evaluating the services that may potentially be provided by CYBIZ and thereafter possibly conducting negotiation with respect thereto. The Client shall disclose the Confidential Information only to such of its employees or affiliates who need to know for the purpose as stated in this Mutual Non-Disclosure Understanding and have agreed to be bound by the provisions of this Mutual Non-Disclosure Understanding. The Client shall not disclose, without the prior written consent of Cybiz, the fact that discussion or negotiations are taking place with respect to the possible business relationship. The Client further agrees to return to Cybiz all Confidential Information received hereunder upon written request there for and shall not retain any copies of the same.
  4. 4. The obligations under Clauses 2 and 3 above shall remain in full force and effect until and unless:
    (a) the Client can show that such Confidential Information was in the Client’s possession prior to the date of the disclosure by Cybiz; or
    (b) such Confidential Information was obtained by the Client after the date of this Mutual Non-Disclosure Understanding from a party other than Cybiz, said party being under no obligation of confidentiality to Cybiz with respect to such information; or
    (c) such Confidential Information becomes generally available to the trade, or to the public, based on existing records or which becomes generally available to the trade or to the public through sources other than the Client; or
    (d) the Client has proved to the satisfaction of Cybiz that such Confidential Information is developed at any time by the Client independent of information or materials disclosed by Cybiz to the Receiving Party.
  5. 5. In the event that the Client is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information furnished by Cybiz, it is agreed that the Client will, to the extent permitted by law, cooperate with Cybiz and provide the Cybiz with prompt notice of such request(s) or requirement(s) so that Cybiz may seek an appropriate protective order or waive compliance by the Client with the provisions of this Mutual Non-Disclosure Understanding. If, in the absence of a protective order or the receipt of a waiver hereunder, the Client is nonetheless, in the opinion of the Client’s counsel, legally required to disclose the Confidential Information forwarded by Cybiz or else stand liable for contempt or suffer other censure or penalty, the Client may disclose such information without liability hereunder, provided, however, that the Client shall disclose only that portion of such Confidential Information which it is legally required to disclose.
  6. 6. The Parties agree that unless and until a definitive agreement between them with respect to the possible business relationship has been executed and delivered, neither Party will be under any legal obligation of any kind with respect to such possible business relationship, except for the matters specifically agreed to in this Mutual Non-Disclosure Understanding.
  7. 7. Cybiz warrants that it has the full right to enter into this Mutual Non-Disclosure Understanding and is the owner of its respective Confidential Information.
  8. 8. The Client acknowledges that the unauthorized disclosure of Confidential Information is likely to cause irreparable injury to Cybiz and that, in the event of a violation or threatened violation of any of Client’s obligations hereunder, Cybiz shall have no adequate remedy at law and shall therefore be entitled to enforce each such obligation by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages, posting any bond or other security, and without prejudice to any other rights and remedies which may be available at law or in equity.
  9. 9. The Client acknowledges that its obligations under this Mutual Non-Disclosure Understanding with regard to trade secrets of Cybiz remain in effect for as long as such information shall remain a trade secret under applicable law. The obligations and restrictions under this Mutual Non Disclosure Understanding shall otherwise extend for 3 (Three) years from and after the date of disclosure of the Confidential Information.
  10. 10. Neither this Mutual Non-Disclosure Understanding nor any rights or obligations hereunder shall be assigned by either Party hereto without the prior written consent of the other. This Mutual Non-Disclosure Understanding shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
  11. 11. No delay or omission by either Party hereto to exercise any right or power occurring upon any non-compliance or default by the other party with respect to any of the terms of this Mutual Non-Disclosure Understanding shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants or conditions to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant or condition herein contained. Unless stated otherwise, all remedies provided for in this Mutual Non-Disclosure Understanding shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.
  12. 12. If any term or provision of this Mutual Non-Disclosure Understanding should be declared invalid by a court of competent jurisdiction, the remaining terms and provisions of this Mutual Non-Disclosure Understanding shall remain unimpaired and in full force and effect.
  13. 13. This Mutual Non-Disclosure Understanding shall not be amended, modified or waived in any manner, except in writing signed by the Parties. This Mutual Non-Disclosure Understanding embodies the entire understanding between the parties pertaining to the subject hereof. There are no prior representations, warranties, or Mutual Non-Disclosure Understandings between the Parties relating hereto.
  14. 14. This Mutual Non-Disclosure Understanding shall be construed, and the legal relations between the Parties determined, in accordance with the laws of India. Any action brought in connection with this Mutual Non-Disclosure Understanding shall be brought in the courts of Delhi, India, and the Parties hereby irrevocably consents to the jurisdiction of such courts.
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