Sample Non-Disclosure Agreement

To,
ABC Inc. (Client)
1376 Blackburn Drive
Oakville, ON – L6M 2W5
Canada

Sub: Confidentiality and Non-Disclosure Terms

We b3 Solutions Pvt Ltd (Brand owner of Genie Assist), a company incorporated under the laws of India (Companies Act 2013), incorporation/registration number U80904CH2016PTC035970, having its registered office at 2626 Sector 70 Mohali, Punjab, represented by Maninder Singh Mann, are interested in providing consulting services to ABC (the "Purpose") and therefore in furtherance of the Purpose, we acknowledge and accept that you may disclose to us your certain confidential, proprietary, non-public information relating to the services, processes, business and/or customers, as well as Confidential Information belonging to or relating to ABC's clients or other third parties ("Client Information"), which ABC holds in trust and may be subject to separate confidentiality obligations owed by ABC to such clients or third parties. We acknowledge that Confidential Information disclosed hereunder may include information belonging to ABC's clients which ABC is obligated to protect under terms at least as strict as those set out herein. We agree that the obligations in this Agreement represent a minimum standard and we shall treat all Confidential Information with at least this level of care, irrespective of whether any specific higher obligation is communicated to us.

We hereby acknowledge, and intend to be legally bound by the following terms:

1. Definitions

The term "Confidential Information" shall mean any and all proprietary, non-public information (in oral, written, visual, electronic or physical form), whether disclosed prior to or after the Effective Date, by you (or any of your authorised third party) disclosed in any manner to us, or that is otherwise learned by us in the course of our discussions or dealings with you or its physical or electronic access at your premises, including, without limitation, the following: (i) business information (such as financial information, marketing plans, business strategies, business plans, pricing, and forecasts); (ii) product offerings and technical information (such as ideas, designs, data, concepts, know-how, drawings, specifications, artwork, photographs, materials, diagrams, models, prototypes, software, systems, technological developments, processes, procedures, methodologies, protocols, techniques, inventions, developmental materials, discoveries, research, studies, technical expertise, works of authorship and other non-public materials); (iii) personal information relating to your employees, customers, vendors, consultants and contractors; and (iv) any and all non-public information relating to your patents, patent applications, rights to inventions for which patents may be filed, copyrights (including registrations and applications therefor), Trade Secrets, logos, service marks, trademarks, trade names, trade dress, trademark applications, domain names, moral rights and any and all other proprietary and intellectual property rights throughout the world (collectively, "Intellectual Property Rights"). Without limiting the foregoing, "Confidential Information" expressly includes all "Client Information," meaning any information, data, or materials that (a) relate to or are owned by any current or former client of ABC Inc. or any other third party and (b) are disclosed to or accessible by us in connection with the Purpose, whether or not such information is separately identified as belonging to a third party at the time of disclosure. We acknowledge that ABC may hold Client Information subject to confidentiality obligations owed to such clients or third parties that are stricter than the baseline obligations set forth herein, and we agree to comply with such stricter obligations to the extent ABC notifies us in writing of their specific requirements.

2. Obligations of Confidentiality

We agree to hold the Confidential Information in the strictest confidence, and not to divulge the Confidential Information to any third party, other than to our employees, subcontractors or other agents ("Representatives") who (i) have a need to know the Confidential Information in furtherance of the Purpose; and (ii) with respect to third parties, are subject to written obligations of confidentiality that are no less protective than those set forth herein. We agree to take industry-standard technical and organisational security measures (which shall be no less protective than those we take to protect our own most sensitive confidential information and in any event no less than reasonable precautions), to prevent Confidential Information from being disclosed to third parties or discovered, used, or copied by third parties. We further agree that we will not, and will cause our Representatives not to: (i) use the Confidential Information for the benefit of ourself or any third party or for any purpose other than in furtherance of the Purpose; (ii) sell, lease, license, encumber or otherwise transfer the Confidential Information; (iii) copy, duplicate, modify, reverse engineer, disassemble or attempt to derive the composition or underlying information of the Confidential Information, unless requested to do so by you in furtherance of the Purpose; (iv) modify, alter, or create derivative works of the Confidential Information unless requested to do so by you in furtherance of the Purpose; (v) use the Confidential Information to unfairly compete or obtain an unfair advantage against you; or (vi) file, attempt to file or otherwise assert any Intellectual Property Rights with respect to the Confidential Information.

In the event of any actual or reasonably suspected unauthorised access to, disclosure of, or loss of any Confidential Information (a "Security Incident"), we shall: (a) notify you in writing without undue delay and in any event within forty-eight (48) hours of becoming aware of the Security Incident; (b) provide full details of the nature and scope of the Security Incident; (c) take all reasonable steps to contain, investigate and remediate the Security Incident; and (d) cooperate with you in notifying any affected clients or third parties whose Confidential Information may have been compromised, to the extent required by applicable law or by ABC's obligations to such clients.

If we mutually agree to enter into or continue a business or other relationship and do not enter into a new confidentiality agreement, the terms and conditions set forth herein shall also apply to any Confidential Information related to, or activities undertaken in connection with, carrying out such business or other relationship, unless otherwise agreed by us in writing.

Where ABC is subject to specific operational or jurisdictional restrictions in relation to particular Confidential Information (such as data residency requirements or restrictions on subprocessing) on Client Information, ABC shall notify the service provider of such restrictions at the time of disclosure of the relevant information, and the service provider shall comply with such restrictions from the date of such notification.

3. Ownership

We acknowledge and agree that you or your group companies are the sole and exclusive owner of any and all right, title, and interest in and to the Confidential Information and all Intellectual Property Rights embodied in or derived from any of the foregoing. You or any of your group company shall own exclusively all rights in improvements, derivative work, or modifications to any such Intellectual Property Rights that are created by us or otherwise resulting from our possession, analysis or handling of Confidential Information, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. In the event that any Intellectual Property Rights shall vest contrary to the intentions of this paragraph, by operation of law or otherwise, we hereby irrevocably transfer and assign (and agree to cause our Representatives to transfer and assign) all right, title and interest to such Intellectual Property Rights to you.

4. Exclusions

Nothing in the foregoing shall be construed to prevent us from disclosing or using any information that:

1. is in the public domain or enters into the public domain through none of our improper act or our Representatives; or
2. is approved for release by a prior specific written authorization from you; or
3. was rightfully known to us at the time of disclosure, without restriction on disclosure, as evidenced by our written records predating such disclosure; or
4. was independently developed by us without use of or reference to any Confidential Information, as evidenced by our written records.

Notwithstanding the foregoing, none of these exceptions shall apply to Client Information: the service provider acknowledges that Client Information is held in trust by ABC for its clients and the above exclusions shall not be construed to permit disclosure or use of Client Information absent express written consent from ABC and the relevant client.

For the avoidance of doubt, specific disclosures made hereunder shall not be deemed to be within the above exceptions merely because they are contained by your general disclosures in the knowledge or literature, or the public, and any combination of features disclosed hereunder shall not be deemed to be within the above exceptions merely because individual features are in your knowledge or literature, or the public.

If we are required by legal, administrative or judicial process to disclose any of the Confidential Information pursuant to a subpoena or court order, we will first provide you with a prompt written notice thereof, and all reasonable assistance, so that you may seek a protective order or other appropriate remedy or waive compliance with the applicable provisions of these terms, and in the event such protective order or other remedy is not obtained within five (5) business days from receipt of written notice from us then we agree to furnish only that limited portion of the Confidential Information which, in the reasonable opinion of our counsel, we are required to disclose and shall take all reasonable and lawful actions to avoid and/or minimise the extent of such disclosure and the risk of any Confidential Information being subsequently disclosed further. Where the Confidential Information that is the subject of such compelled disclosure includes or may include Client Information, we shall also promptly notify ABC separately so that ABC may discharge any notification obligations it may have to the relevant client or third-party owner of such information.

5. Disclaimer

We acknowledge and agree that you shall not have warranties of any kind, whether express or implied, with respect to the Confidential Information or any use thereof, and the Confidential Information is provided on an "AS IS, WHERE IS AND WITH ALL FAULTS" basis. We acknowledge that you expressly disclaim any and all such warranties, including, without limitation, any warranty of non-infringement, implied warranties of merchantability and fitness for a particular purpose, as well as any warranties arising out of course of performance, course of dealing or usage of trade.

6. No Further Assurances

We acknowledge and agree that neither of us will be obligated to enter into any further agreement relating to any business transaction between us. In addition, nothing herein shall be construed as establishing any joint venture or other business relationship, as granting to us any license or any other Intellectual Property Right, or as representing any commitment by you to enter into any license or other agreement by implication or otherwise. We warrant that we have no conflict of interest which would disqualify us from participating as proposed in the Purpose and that no other agreement would cause these terms not to be binding upon us.

7. Return of Information

Upon your written request or upon termination of these terms, we shall return to you (or certify to you in writing that we have permanently destroyed or erased) all of the Confidential Information (including, without limitation, all copies, summaries, notes and excerpts made by us based on or referencing such Confidential Information) in our possession or under our control. Notwithstanding the return or destruction of Confidential Information, we and our Representatives shall continue to be bound by the obligations agreed herein.

8. Term and Survival

This Agreement shall remain in effect for three (3) years after the Effective Date. Notwithstanding any termination or expiration of this Agreement, our confidentiality obligations hereunder shall survive for a period of five (5) years from the effective date of termination, except with respect to Trade Secrets, in which case the Parties' confidentiality obligations shall survive indefinitely. For purposes of this Agreement, the term "Trade Secrets" means Confidential Information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (1) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and (2) is the subject of stringent efforts to maintain its secrecy.

9. Non-Solicitation of Clients and Personnel

9.1 Non-Solicitation of Clients. We acknowledge that in the course of performing services under the Purpose, we may become aware of the identity, contact details, business needs, and other information relating to ABC Inc.'s clients and prospective clients (collectively, "ABC Clients"), all of which constitute Confidential Information hereunder. We agree that during the term of this Agreement and for a period of two (2) years following its termination or expiry, we shall not, directly or indirectly:

1. solicit, approach, contact, or communicate with any ABC Client for the purpose of offering services that are the same as, similar to, or competitive with the services provided by ABC Inc.;
2. induce or encourage any ABC Client to reduce, terminate, or redirect to us or any third party any business that such client conducts or intends to conduct with ABC Inc.; or
3. use any Confidential Information, including Client Information, to identify, target, or approach any ABC Client for any commercial purpose.

For the avoidance of doubt, this restriction applies regardless of whether we first became aware of the identity of an ABC Client through the performance of services under this Agreement or through any other means, provided that such identity or relationship was disclosed to us as Confidential Information hereunder.

10. Entire Terms

These terms constitute the entire understanding between us pertaining to the subject matter, and all prior or contemporaneous understandings or agreements, whether written or oral, with respect to such subject matter are hereby superseded in their entirety.

11. Amendment; Waiver

These terms may not be modified, amended or waived in any manner whatsoever, unless agreed by both parties in writing.

12. Assignment

We shall not assign, transfer, or convey, in whole or in part, any of our rights, obligations or duties under this Agreement, without first obtaining the prior written consent from you.

13. Severability

If any provision of these terms is declared void or unenforceable by a court of competent jurisdiction, such provision will be severed from these terms, and the balance of these terms will remain in full force and effect.

14. Counterparts

This Agreement may be executed in several counterparts, including signatures exchanged by facsimile, electronically, manually, or email, all of which when taken together shall constitute one single Agreement between the Parties.

15. Notices

Any notice, report or communication relating to this Agreement shall be sent to the addresses of the Parties set forth in the first paragraph of this Agreement. A communication shall, unless otherwise specified by law or rules of court or other governmental body, be considered properly transmitted on the date of (a) personal delivery; or (b) upon the date of confirmation of delivery after sending by an overnight commercial delivery service within the United States (as such delivery date is recorded by the applicable commercial courier); or (c) upon electronic delivery. Any Party may change its address by providing thirty (30) days' written notice to the other Party at the address set forth in the first paragraph, delivered in accordance with this Section.

16. Remedies

We acknowledge that due to the unique nature of the Confidential Information, the unauthorised disclosure or use of the Confidential Information may cause irreparable harm and significant injury to you, for which monetary damages would be inadequate and difficult to ascertain. In the event of a breach or threatened breach hereof, in addition to all other remedies available to you, you may seek an injunction, restraining order, specific performance and such other remedies and relief, at law or in equity, or any combination thereof, that you deem, in your sole discretion, necessary or advisable, without the necessity of proving actual monetary damages or the posting of a bond. The filing of any cause of action hereunder shall not be deemed to be an election of remedies. In the event of any dispute relating hereto, including an action for injunctive or declaratory relief, the prevailing Party shall be entitled to recover from the other Party all court costs, expert witness fees and reasonable legal fees.

17. Disputes

All disputes, claims or controversies arising out of or in any way relating to this Agreement ("Disputes") shall be governed by, construed under, and enforced in accordance with the laws of India, without regard to conflict of laws principles. All Disputes shall be subject to the exclusive jurisdiction and venue of the state and federal courts of New Delhi, India. We agree that such court has personal jurisdiction over them related to the Disputes and we waive any objections we may have regarding jurisdiction or venue, and waive any objections regarding such courts as the exclusive venue selection. If this Agreement is translated into another language, the English version of this Agreement shall govern.

18. Authority; Binding Effect

We represent that we are fully and properly authorised to execute these terms on our company's behalf, and no further authority or execution by any other person or entity is necessary to fully effectuate these terms. All of the covenants, terms, provisions, and agreements herein contained shall be binding upon and inure to the benefit of the Parties hereto and each of their respective Affiliates, as well as their respective heirs, legal representatives, successors and permitted assigns. For purposes of this Agreement, the term "Affiliate" means any entity or person that is directly or indirectly controlling, controlled by or under common control with a Party hereto, as well as any other related or affiliated entity of a Party which wishes to make use of these terms and on whose behalf these terms are entered into.