NDA
Manisha Rachael Pallat
(Querist) 21 October 2009
This query is : Resolved
Hi Experts,
Can anyone help me out with the NDA (Non-Disclosure Agreement) for a Consulting Organisation ?
I need your help in framing one for my company. We are planning to get it signed from all our employees.
Best Regards,
Manisha
R.R. KRISHNAA
(Expert) 21 October 2009
NON-DISCLOSURE AGREEMENT WITH EMPLOYEE (Model)
This Agreement is entered into on -------between ABC PVT. LTD., a Company incorporated under the Companies Act, 1956 and having its registered office at ---------. hereinafter referred to as ABC or Company; AND Mr. HJ, S/o Mr. OJ R/o ------ aged ------- years, Employee of the Company employed at its office at ------hereinafter referred to as Mr. HJ.
WHEREAS, Mr. HJ has been working with the Company since 12.12.2006 with -------years of service.
WHEREAS, in consideration of his appointment, Mr. HJ
has agreed to execute this Agreement as
evidenced by the terms and conditions hereof.
NOW, THEREFORE, in consideration of the mutual covenants
and agreements herein contained, the parties hereto agree as follows:
Undertaking for non disclosure of information
1. Mr. HZ hereby undertakes that after termination of this employment with ABC, he will not, individually or in conjunction with others, directly or indirectly, without the prior written consent of ABC,publish, transmit or disclose to any person, firm, company, body corporate or any other entity nor use for any purpose:
(a) any trade secret, confidential or proprietary technical,financial, marketing, manufacturing, distribution or other technical or business information of ABC including without limitation, concepts, techniques, processes, methods,
systems, designs, circuits, cost data, computer programs, formulae, development or experimental work, work-in progress,customers and suppliers;
(b) any information ABC has received from others which ABC is obligated to treat as trade secret, confidential or proprietary;
(c) any trade secret, confidential or proprietary information which is circulated within ABC via its internal electronic mail system, internet or otherwise;
(d) any trade secret, confidential or proprietary information which has come into his possession in the course of his employment with ABC or of his services and duties rendered to ABC.
except for a disclosure that is required by any law or order, in which case Mr. HZ shall provide ABC prior written notice of such requirement and an opportunity to contest such disclosure.
Return of all information
2. Mr. HZ agrees that he shall return all Trade Secrets, Confidential Information or other property of ABC immediately before relieving from his employment with ABC, including all handbooks,
training materials, reports, policy statements, research, programs, customer lists, mailing lists and other documents provided by ABC or acquired by him as a result of his employment, and all copies thereof.
Breach and Relief
3. Mr. HZ agrees that any breach of these covenants or promises will entitle ABC to (i) preliminary and permanent injunctions enjoining Mr. HZ from violating such provisions, and (ii) actual money damages suffered by ABC as a result of such breach, in the amount of any fees, compensation, benefits, profits, earned by him as a result of such
breach, together with interest, and cost and attorney's fees expended to collect such damages or secure such injunctions. Nothing in this Agreement, however, shall be construed to prohibit ABC from pursuing any other remedy in Court of Law.
4. Mr. HZ further agrees that no failure or delay by ABC in exercising, enforcing or asserting any rights, power or privilege hereunder shall operate as a waiver hereof, nor shall any single or
partial exercise thereof preclude any other or further exercise of any such right, power or privilege.
Presumption of breach
5. In the event of the possession, access and / or use of the trade secret, confidential information of ABC by any other third party with whom Mr. HZ may have a nexus, it shall be presumed, unless proved
to the contrary, that such information has so come to the possession of the third party on account of breach of this agreement by Mr. HJ.
Notice
6. Any notice provided for in this Agreement shall be delivered to Mr. HZ at the most recent address of his listed in the ABC records.
Notice to Employer shall be delivered at its registered office address.
Acknowledgments and Agreements
7. Mr. HZ acknowledges that he has carefully read and
considered all provisions of this Agreement and agrees that:
(i) Due to the nature of ABC's business, the foregoing covenants place no greater restraint upon him than is reasonably necessary to protect the business and goodwill of ABC;
(ii) These covenants protect the legitimate interests of ABC and do not serve solely to limit the ABC's future competition;
(iii) This Agreement is not an invalid or unreasonable restraint of trade;
(iv) A breach of these covenants by him would cause irreparable damage to ABC and will leave ABC with no adequate remedy at law;
(v) These covenants are reasonable in scope and are
reasonably necessary to protect the ABC's business and goodwill which ABC has established through its own expense and effort; and
(vi) The signing of this Agreement is necessary as part of the consummation of the transactions described above in the Agreement.
Modification
8. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.
Waiver
9. The waiver by any party to this Agreement of a breach of any of the provisions contained herein shall not operate or be construed as a waiver of any subsequent breach.
Severability
10. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions of this Agreement
and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted ab initio.
Contract Terms to be Exclusive
11. This Agreement contains the sole and entire agreement between the parties with respect to the subject matter hereof and shall supersede any and all other agreements between the parties with
respect thereto.
Arbitration Clause
12. Both the Parties agree that any dispute arising in connection with, or relating to this Agreement, to the maximum extent allowed by applicable law, shall be subject to resolution through informal methods and, failing such efforts, through arbitration. Either party may notify the other party of the existence of a dispute by written notice to the address indicated above. The parties shall thereafter attempt in good faith to resolve their differences within 30 days after the receipt of such
notice. If the dispute cannot be resolved within the 30-day period, ABC shall appoint and nominate the sole arbitrator in accordance with Arbitration & Conciliation Act, 1996. The place of the arbitration shall be the registered office of ABC.
13. The award, including interim awards of the arbitrator shall be final and binding on the parties. Either party shall have the right to
have the award made the judgment of the court of competent jurisdiction in the State of Madhya Pradesh. The submission of any dispute or disagreement to arbitration shall not in any way affect or limit ABC's right to file and prosecute under the applicable law.
Jurisdiction
14. This Agreement shall be governed by and construed in accordance with the laws of the State of ------- and Court at --------- shall have exclusive jurisdiction over this Agreement.
Testimonium IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first hereinabove written.
Execution Signed and delivered by the within named ABC Pvt. Ltd. by the hands of Mr. -------------
Signed and delivered by the hand of Mr. HZ
In the presence of WITNESSES:
1.
2.
