Wheresoft Technologies - NDA - Lakshmi Narayana

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NON-DISCLOSURE AGREEMENT

Agreement between GPC Global Information Solutions LLC (GPC-GIS), a UAE corporation, having a
principal place of business Sheikha Jameela Tower, Unit 1002, Abu Dhabi, P.O. Box 129060, United
Arab Emirates and Lakshmi Narayana Yerramsetti, (8121433907) a Revit 3D Data Specialist from
Wheresoft Technologies Private Limited, having a principal place of business at #7, Plot: 92, Vishnu
Priya Nagar, Pragathi Nagar, Hyderabad – 500090, India, effective as of October 07, 2024.

WHEREAS, for the purpose as stated in Section 2 below, GPC-GIS and Lakshmi Narayana
Yerramsetti (collectively referred to as the “Parties” and individually referred to as a “Party”) have
determined to establish terms governing the use and protection of Confidential Information (as
defined in Section 1 below) that one Party (“Owner”) may disclose to the other Party (“Recipient”).

NOW, THEREFORE, the Parties agree as follows:

1. “Confidential Information” means information that relates to the purpose stated in


Section 2 below or that, although not related to such purpose, is nevertheless disclosed as a result of
the Parties’ discussions in that regard, and that should reasonably have been understood by the
Recipient, because of legends or other markings, the circumstances of disclosure or the nature of the
information itself, to be proprietary and confidential to the Owner, an Affiliate of the Owner or to a
third party. Confidential Information may be disclosed in written or other tangible form (including on
magnetic media) or by oral, visual or other means. The term “Affiliate” means any person or entity
directly or indirectly controlling controlled by, or under common control with a Party.

2. A Recipient of Confidential Information may use the Confidential Information for the
purpose of evaluating whether to enter into a business relationship, and to protect such confidential
information from unauthorized use and disclosure, and only during the period of time stated in the
first sentence of Section 9.

3. Recipient shall protect such Confidential Information from disclosure to others, using the
same degree of care used to protect its own confidential or proprietary information of like
importance, but in any case using no less than a reasonable degree of care. Recipient may disclose
Confidential Information received hereunder to (i) its Affiliates who agree, in advance, in writing, to
be bound by this Agreement, and (ii) to its employees and independent contractors, and its Affiliates’
employees and independent contractors, who have a need to know, for the purpose of this
Agreement, and who are bound to protect the received Confidential Information from unauthorized
use and disclosure under the terms of a written agreement. Confidential Information shall not
otherwise be disclosed to any third party without the prior written consent of the Owner.

4. The restrictions of this Agreement on use and disclosure of Confidential Information shall
not apply to information that:

(a) Was publicly known at the time of Owner’s communication thereof to Recipient;

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NON-DISCLOSURE AGREEMENT
(b) Becomes publicly known through no fault of Recipient subsequent to the time of
Owner’s communication thereof to Recipient;

(c) Was in Recipient’s possession free of any obligation of confidence at the time of
Owner’s communication thereof to Recipient;

(d) Is developed by Recipient independently of and without reference to any of Owner’s


Confidential Information or other information that Owner disclosed in confidence to
any third party;

(e) Is rightfully obtained by Recipient from third parties authorized to make such
disclosure without restriction; or

(f) Is identified by Owner as no longer proprietary or confidential.

5. In the event Recipient is required by law, regulation or court order to disclose any of
Owner’s Confidential Information, Recipient will promptly notify Owner in writing prior to making
any such disclosure in order to facilitate Owner seeking a protective order or other appropriate
remedy from the proper authority. Recipient agrees to cooperate with Owner in seeking such order
or other remedy. Recipient further agrees that if Owner is not successful in precluding the
requesting legal body from requiring the disclosure of the Confidential Information, it will furnish
only that portion of the Confidential Information which is legally required and will exercise all
reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the
Confidential Information.

6. All Confidential Information disclosed under this Agreement (including information in


computer software or held in electronic storage media) shall be and remain the property of Owner.
All such information in tangible form shall be returned to Owner promptly upon written request or
the termination or expiration of this Agreement, and shall not thereafter be retained in any form by
Recipient, its Affiliates, or any employees or independent contractors of Recipient or its Affiliates.

7. No licenses or rights under any patent, copyright, trademark, or trade secret are granted
or are to be implied by this Agreement. Neither Party is obligated under this Agreement to purchase
from or provide to the other Party any service or product.

8. Owner shall not have any liability or responsibility for errors or omissions in, or any
decisions made by Recipient in reliance on, any Confidential Information disclosed under this
Agreement.

9. This Agreement shall become effective as of the date first written above and shall
automatically expire two (2) years thereafter, provided, however, that prior to such expiration, either
Party may terminate this Agreement at any time by written notice to the other. Notwithstanding

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NON-DISCLOSURE AGREEMENT
such expiration or termination, all of Recipient’s nondisclosure obligations pursuant to this
Agreement shall survive with respect to any Confidential Information received prior to such
expiration or termination.

10. Except upon mutual written agreement, or as may be required by law, neither Party shall
in any way or in any form disclose the existence or terms of this Agreement, the discussions that gave
rise to this Agreement or the fact that there have been, or will be, discussions or negotiations
covered by this Agreement.

11. The Parties acknowledge that Confidential Information is unique and valuable, and that
disclosure in breach of this Agreement will result in irreparable injury to Owner for which monetary
damages alone would not be an adequate remedy. Therefore, the Parties agree that in the event of
a breach or threatened breach of confidentiality, the Owner shall be entitled to specific performance
and injunctive or other equitable relief as a remedy for any such breach or anticipated breach
without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any
appropriate relief in the way of monetary damages.

12. Neither Party shall assign any of its rights or obligations hereunder, except to an Affiliate
or successor in interest, without the prior, written consent of the other Party, which consent shall
not be unreasonably withheld.

13. No failure or delay in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any right, power or privilege hereunder.

14. This Agreement: (a) is the complete agreement of the Parties concerning the subject
matter hereof and supersedes any prior such agreements with respect to further disclosures
concerning such subject matter; (b) may not be amended or in any manner modified except by a
written instrument signed by authorized representatives of both Parties; and (c) shall be governed
and construed in accordance with the laws of Abu Dhabi, and the UAE without regard to its choice of
law provisions.

15. If any provision of this Agreement is found to be unenforceable, the remainder shall be
enforced as fully as possible and the unenforceable provision shall be deemed modified to the
limited extent required to permit its enforcement in a manner most closely representing the
intention of the Parties as expressed herein.

16. The Parties agree that unless and until a definitive agreement regarding a transaction
involving both Parties has been executed and delivered, neither party will be under any legal
obligation of any kind with respect to such transaction, including any obligation to negotiate a
definitive agreement. Both Parties reserve the right to terminate discussions and negotiations with
each other at any time.

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NON-DISCLOSURE AGREEMENT

IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed
by its duly authorized representative.

Accepted by: Accepted by:

GPC Global Information Solutions LLC Lakshmi Narayana Yerramsetti

By: By:
Authorized Signature Authorized Signature

Name: ………Joseph Abdo………………………. Name: ……Lakshmi Narayana Yerramsetti..

Date: …………07-10-2024……………………… Date: …………07-10-2024……………….

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