Policies

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (“Agreement”) is made and entered into at date of registration by and between:

M/s Opt2deal E-commerce India private limited, a Company existing under the provisions of Companies Act, 2013, having its Registered Office at 95,Bawal,Haryana – 123412, Haryana (hereinafter referred to as “Opt2deal” which expression shall unless repugnant to the context or meaning thereof include its successors and permitted assigns) of the First Part;

AND

Registered Partner a Company/ Partnership Firm/ Sole Proprietorship existing under the Laws of India, having its registered office at  as per details shared on website, hereinafter referred to as Business partner (which expression shall unless it be repugnant to the context or meaning thereof be deemed to include its successors and permitted assigns) of the Second Part.

Opt2deal and registered business partner shall hereinafter be individually referred to “Party” and collectively referred to herein as “Parties”, as the case may be.

WHEREAS:

1)       Parties are desirous of entering into discussions and negotiations and wish to discuss with one another a possible business transaction, which may include discussions concerning relative products and such other parts/ items as decided mutually between the Parties (the “Proposed Transaction”).

• In the course of discussions and negotiations for the project and also during the course of the transaction, each Party may disclose to the other Party certain technical, business and / or other information which is non-public, confidential and / or proprietary.

3)       Accordingly, Parties are desirous of entering into this Agreement to regulate their rights and obligations in relation to such information, on the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. 1. Definitions

• “Confidential Information” shall mean as against each Party to this Agreement all information of a confidential nature relating to the other Party disclosed during the term of this Agreement. Such information shall include, without limitation, samples, drawings, engineering or operational information, financial information, costing and pricing information, customers and policies and procedures. Such Confidential Information may be supplied as an actual sample, in writing, through discussions, in the form of drawings or through observations at a manufacturing facility.

• “the Disclosing Party” shall mean the Party disclosing any particular item of Confidential Information (or, where appropriate, the Party about whom such Confidential Information relates to).

• “the Recipient Party” shall mean in relation to any particular item of Confidential Information the Party which receives such information pursuant to this Agreement, or otherwise obtains such information.

• “Affiliates” shall mean in relation to each Party, any entity directly or indirectly controlling or controlled by or under direct or indirect common control with such Party; “control” for the purpose of this definition means direct or indirect ownership of more than fifty percent (50%) of the registered capital of said entity.

2. Term

• This Agreement shall be effective from the Effective Date and shall continue to be in full force and effect for a period till registration.

3. Confidentiality Obligations

In consideration of the Disclosing Party agreeing to disclose Confidential Information to the Recipient Party, the Recipient Party shall (and will procure that all persons associated with it, whether as directors, employees, consultants, representatives, advisors, affiliates or otherwise):

• keep all Confidential Information strictly confidential;

• use such Confidential Information only for the purpose for which it was disclosed and shall not use or exploit (commercially or for any other purpose) such Confidential Information for its own benefit or for the benefit of another without the prior written consent of the Disclosing Party;

• not duplicate in any manner any Confidential Information furnished in tangible form except for the purposes of this Agreement without the prior written consent of the Disclosing Party;

• restrict access to any Confidential Information to such of its employees, consultants, representatives, advisors, affiliates and agents who need to know such information for the purposes of approving, evaluating or otherwise participating in the Proposed Transaction and ensure that such employees, consultants, representatives, advisors, affiliates and agents are fully aware of and agree to be bound by the terms of this Agreement in writing, prior to disclosure of such information to them;

• save as permitted by clause 3.4, not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party and in the event that such disclosure is permitted the Recipient Party will procure that such third party is fully aware of and agrees to be bound in writing by the terms of this Agreement;

• be obligated to keep confidential the Confidential Information during the Survival Period; and

• be responsible for any breach of any of the undertakings contained in this Agreement, by any of its directors, employees, consultants, advisers, affiliates agents and representatives.

4. Exclusions

This Agreement shall not apply to any Confidential Information which is described in subparagraphs a. through f. below:

4.1       The Recipient Party proves that it possessed the Confidential Information prior to the date of disclosure hereunder and which was not or is not obtained under any obligation of confidentiality;

4.2       The Confidential Information is or becomes available to the general public otherwise than through any act of the Recipient Party constituting a breach of this Agreement or any other agreement, provided that the source is not, to the knowledge of the Recipient Party, bound by a confidentiality agreement with, or other legal or fiduciary or other obligation of secrecy or confidentiality to, the Disclosing Party or another party with respect to such information;

4.3       The Confidential Information has been lawfully obtained by the Recipient Party or its Representatives from a third party who is not, to the knowledge of the Recipient Party, bound by a confidentiality agreement with, or other legal or fiduciary or other obligation of secrecy or confidentiality to, the Disclosing Party or another party with respect to such information;

4.4     The Confidential Information is independently developed by the Recipient Party, as clearly and specifically demonstrated by business records prepared and maintained in the ordinary course of business provided that such information is not prepared using the information provided by the Disclosing Party;

4.5       The Confidential Information is approved in writing for release by the Disclosing Party; or

4.6       The Recipient Party is obligated to disclose the Confidential Information under an order of a court of competent jurisdiction, or pursuant to applicable law or regulation, provided that the Recipient Party first gives the Disclosing Party thirty (30) days’ notice of the Recipient Party’s obligation under the court order, law or regulation, and the Disclosing Party shall be given an opportunity to oppose any such disclosure.  In the event the court order, law or regulation does not allow for thirty (30) days’ notice, the Recipient Party shall give the Disclosing Party as much notice as may be reasonably practical.

5. Proprietary Rights

5.1.    Subject to the provisions of this Agreement, the Recipient Party agrees that Confidential Information provided by the Disclosing Party is and shall remain the exclusive property of the Disclosing Party and the Recipient Party will not acquire by implication or otherwise any right in title to or license in respect of any Confidential Information supplied by or on behalf of or relating to the Disclosing Party.

5.2.    Nothing in this Agreement will be deemed by implication or otherwise to convey to the Recipient Party any right or license under any patent, patent application, invention, copyright, trademark, trade name or other proprietary interest owned by the Disclosing Party; nor will this Agreement be deemed to provide a commitment of any kind by any party to enter into any further agreement with the other party.

6. No representation or warranty

The Recipient Party:

6.1.    acknowledges that the Disclosing Party does not make any express or implied representation or warranty as to the accuracy or completeness of any Confidential Information;

6.2.    agrees to assume full responsibility and liability for any and all conclusions it derives from the Confidential Information; and

6.3.    agrees that the Disclosing Party shall have no liability whatsoever to the Recipient Party or any other person on any basis (including, without limitation, in contract, tort, or otherwise) in connection with the use of such Confidential Information; unless expressly provided by written agreement between the Parties.

7. Termination

• Either Party may terminate this Agreement at any time by giving the other Party 30 days prior written notice.

Upon the termination of this Agreement, or earlier at the written request of the Disclosing Party, the Recipient Party shall return to the Disclosing Party all documents, records, notes, computer media, and any other evidence of Confidential Information provided to the Recipient Party by the Disclosing Party, or otherwise in its possession or control, and which is in any tangible form, including all copies thereof. At the same time, the Recipient Party shall also destroy any documents or other materials created by the Recipient Party that contain any reference to any Confidential Information which in their own right could be viewed as confidential, and the Recipient Party shall certify such destruction in writing to the Disclosing Party within fifteen (15) days of its completion.

8.       Consequences of Breach

8.1.    The Recipient Party acknowledges and agrees that in the event of any breach or threatened breach of this Agreement by the Recipient Party or its Representatives, the Disclosing Party shall be entitled to specific performance and injunctive relief as a remedy for any such breach or threatened breach hereof without necessity of posting bond or other security, the requirement for which is expressly waived. The Recipient Party and its Representatives, as applicable, agree not to raise and hereby waive any defense to injunctive relief based on lack of irreparable harm or the insufficiency of monetary damages.  Such remedy shall not be deemed to be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other remedies available to the Disclosing Party at law or in equity.  The Recipient Party hereby agrees to indemnify the Disclosing Party for all costs and expenses, including attorney’s fees, incurred by it in enforcing this Agreement with respect to any such breach.

9. No Waiver

9.1.    Any failure by either Party in exercising any right power or privilege hereunder shall not act as a waiver hereunder nor shall any single or partial exercise hereof preclude any further exercise of any rights, power or privilege by such party.

10. Entire Agreement

• This Agreement constitutes the entire understanding between the Parties and may not be amended or modified, in whole or in part, except by an agreement in writing signed by both Parties.
• This is agreed by sellers to retain their declared posted products for minimum 45 days after posting over opt2deal website

11. Survival

11.1.   After the term has expired, or following termination of this Agreement for any reason, all Confidential Information received by the Recipient Party during the term of this Agreement shall remain subject to the confidentiality and non-use provisions of this Agreement for a further period of one (1) year from the date of such termination / expiry. Clause 13 shall survive the expiry / termination of this Agreement.

12. Compliance with Laws

12.1.   Parties shall perform their obligations under this Agreement in strict compliance with all laws, rules, regulations, notifications and guidelines as may be applicable to them from time to time.

13. Dispute Resolution and Governing Law

13.1.   All matters, questions, disputes, difference or claims arising between the Parties in relation to or in connection with this Agreement, its interpretation, validity, construction, enforceability or application or as to the rights, duties or liabilities of the Parties there under, or as to any act matter or thing arising out of or consequent to or in connection with this Agreement shall be resolved by mutual discussions. If the parties are unable to resolve the dispute for a period of 30 (thirty) days, the dispute then will be resolved through arbitration to be conducted by three arbitrators in accordance with the Arbitration and Conciliation Act, 1996, for the time being in force. Each Party shall appoint one arbitrator and the two so appointed arbitrators shall appoint the third presiding arbitrator. The seat of the Arbitration shall be Rewari, Haryana, India. The award/order/direction given by the arbitrator shall be final and binding on both the Parties. The language of Arbitration shall be English. Each party shall bear its own cost of Arbitration. The Arbitration proceedings shall not have any effect on the performance of those parts of these Agreements that are not in dispute or in respect of which no difference has arisen between the parties.

13.2.   The validity, construction and performance of this Agreement shall be governed by the laws of India and the Parties agree to submit to the exclusive jurisdiction of the Courts at Bawal, Haryana, India.