It is understood and agreed to that Unitus Ventures Advisors LLP, a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008, having its legal office No. 9/3, Kaiser-E-Hind, 1st Floor, Richmond Road, Bangalore, 560 025, India (“Discloser”) and the Company Name entered into the form above represented by the individual named above (“Recipient”) would like to exchange certain information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree as follows:
1. The confidential information to be disclosed by Discloser under this Agreement ("Confidential Information") can be described as and includes technical and business information relating to Discloser's and Discloser’s affiliates proprietary ideas, patentable ideas copyrights and/or trade secrets, existing and/or contemplated products and services, schematics, research and development, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as "Confidential Information" at the time of its disclosure.
In addition to the above, Confidential Information shall also include, and the Recipient shall have a duty to protect, other confidential and/or sensitive information which is (a) disclosed by Discloser and/or Discloser’s affiliate in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed by Discloser and/or Discloser’s affiliate in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential.
2. Recipient shall use the Confidential Information only for the purpose of evaluating potential business and investment relationships with Discloser and/or Discloser’s affiliate.
3. Recipient shall limit disclosure of Confidential Information members of Recipient’s firm with a need to know the Confidential Information for the purposes envisioned hereunder and/or professional advisors (e.g. attorney, accountant, financial advisor) also on a need to know basis, and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without the prior written consent of Discloser. Recipient shall have satisfied its obligations under this paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by its nuclear family members and professional advisors who are permitted access to or use of the Confidential Information.
4. This Agreement imposes no obligation upon Recipient with respect to any Confidential Information (a) that was in Recipient's possession before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party not owing a duty of confidentiality to the Discloser; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of, Discloser; or (e) is independently developed by Recipient.
5. Discloser warrants that he/she has the right to make the disclosures under this Agreement.
6. This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon the Recipient any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified in paragraph 2. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.
7. Recipient has no obligation under this Agreement to purchase any service, goods, or intangibles from Discloser. Discloser may, at its sole discretion, using its own information, offer such products and/or services for sale and modify them or discontinue sale at any time. Furthermore, both parties acknowledge and agree that the exchange of information under this Agreement shall not commit or bind either party to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.
8. Neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either party's decision to use or rely on any information exchanged under this Agreement.
9. If there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood that Discloser shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement.
10. This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both parties. This Agreement is made under and shall be construed according to the laws of India. Recipient agrees to submit to jurisdiction of the appropriate court in India – for enforcement of this Agreement.
11. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.