NDA - Angel One - Herody (1) (1) - 15112023 - 16112023
NDA - Angel One - Herody (1) (1) - 15112023 - 16112023
_Jaketa Media and Entertainment Private Limited_____________ a company duly incorporated in India, having its
corporate office address at __#39, 2nd Floor, NGEF Lane, Indiranagar, Bengaluru-560038______________
(hereinafter the “___")
And
"Angel One Limited” a company duly incorporated in India and having its registered office address at 601, 6th
Floor, Ackruti Star, Central Road, MIDC, Andheri East, Mumbai – 400093.(hereinafter referred to as the “AOL”).
The party disclosing any Confidential Information with the other party is referred to hereinafter as the “Discloser
of confidential information” or “Discloser” and the party receiving such confidential information is referred to
hereinafter as the “Recipient of confidential information or “Recipient”, and the parties anticipate that disclosure of
confidential information shall be bidirectional to achieve the purpose for which this agreement is executed.
WHEREAS:
1) AOL is inter-alia engaged in the business of providing securities broking, depository participant services and
various other value added financial services and facilities to its customers.
4) In the course of discussions and negotiations for the Project and also during the course of the Project,
each Party may disclose to the other Party certain technical, business and/or other trade specific
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. Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean all
information, whether written or oral, that may be disclosed or made available to Recipient and may include, but is
not limited to, (a) technical, financial, commercial or other information relating to the business or financial affairs,
methods of operation or proposed methods of operation, accounts, transactions or products, proposed transactions
or proposed products, security procedures, trade secrets, know-how, inventions, internal controls, computer or data
processing programs, source code, object code, algorithms, electronic data processing applications, routines,
subroutines, techniques or systems of Discloser or of any customer, client, agent, subcontractor or vendor of
Discloser; (b) information or data relating to Discloser or its systems, operations, policies, procedures, techniques,
business plans, accounts or personnel; (c) the identities and other related information of Discloser’s clients or
customers; (d) information or data which is confidential or proprietary to a third party and which is in the possession,
custody or control of Discloser; and (e) all data, notes, summaries or other material derived from the information
specified in (a), (b), (c) and (d) above.
2. Purpose for Disclosure. Recipient may only use Confidential Information disclosed for the following purpose,
unless parties by their agreement, agree to share Confidential Information for other purposes identified and signified
in writing.
3. Limitations of Use. Recipient agrees (a) that all Confidential Information including, but not limited to, any
source code provided to Recipient under this Agreement shall be considered and shall remain a trade secret and the
sole property of Discloser; (b) to use the same degree of care, but no less than a reasonable degree of care, to protect
against the unauthorized disclosure of Confidential Information as Recipient uses to protect its own Confidential
Information; and (c) to disclose Confidential Information only to its employees, employees of group concerns or
independent contractors with a direct “need to know” for the above stated purpose, who have been instructed as to
the confidential nature of such information and who are bound by obligations of confidentiality no less restrictive
than the terms of this Agreement.
4. Exclusions. Recipient shall have no obligation under this Agreement as to Confidential Information which: (a)
becomes generally available to the public other than as a result of a disclosure by Discloser, its employees or agents;
(b) was available to Recipient on a non-confidential basis prior to the disclosure of such Confidential Information
by Discloser; (c) becomes available to Recipient on a non-confidential basis from a source other than Discloser, its
employees or agents, which source is entitled, to the best of Recipient’s knowledge, to make the disclosure; (d)
Recipient reasonably establishes, has been or is subsequently independently conceived or discovered by Recipient
without the use of Confidential Information; (e) is or becomes part of the public domain through no wrongful act
of Recipient; or (f) is disclosed pursuant to any judicial or governmental request or order; provided that Recipient
takes reasonable steps to give Discloser sufficient prior notice so that it may contest or limit any such request or
order.
5. Period of Disclosure/Termination. This Agreement, and the Recipient’s obligations hereunder, shall expire five
years from the Effective Date. Where confidential information is disclosed on an ongoing basis between the parties,
effective date, for the purpose of determining the expiry of obligations, shall be the latest date when any Confidential
Information is disclosed and expiry of the obligations hereunder shall be construed accordingly. Notwithstanding
the foregoing, either party may terminate this Agreement at any time prior to the expiration of five (5) years from
the Effective Date upon five (5) days prior written notice to the other party. Immediately upon termination,
Recipient will cease use of and return or destroy all Confidential Information in tangible form then in its possession
or under its control and certify to Discloser that all Confidential Information in any other form has been expunged
from Recipient’s systems and records without retaining any copies, any electronic back-up tapes or other electronic
back-up files that have been created solely by its automatic or routine archiving and back-up procedures.Such return
or destruction, however, does not abrogate the continuing obligations of the Receiving Party under this Agreement.
In the case of termination prior to the expiration of five (5) years from the Effective Date, all provisions of this
Agreement shall survive for a period ending five (5) years from the Effective Date or from the date when any
Confidential Information has been disclosed, whoever is later.
7. Injunctive Relief. In the event Recipient or its employees or agents breaches this Agreement, Discloser shall
have the right to temporary and permanent injunctive or other equitable relief from a court of competent jurisdiction
as may be necessary or appropriate to prevent any use or disclosure of Confidential Information in any manner
which has not been authorized by Discloser without the necessity of proving actual damages, in addition to, and
independent of, any damages which Discloser shall have suffered as a consequence of the Recipient’s breach.
8. General. (a) Applicability. This Agreement shall apply to the parties hereto as well as to their respective affiliates,
employees, representatives, agents, contractors, subcontractors, successors and permitted assigns. (b) Assignment.
This Agreement is not assignable or transferable by either party; any attempted assignment will be void and without
effect, unless such assignment is agreed to in writing by Discloser. (b) No Other Rights. No license or transfer of
intellectual property rights in any Confidential Information are provided hereunder, either expressly or by
implication, estoppel or otherwise. This Agreement imposes no obligations on either party to develop, sell, license
or otherwise make available any technology or products, or enter into any further agreements. (c) No Agency. This
Agreement does not create any agency or partnership relationship. (d) Export. The parties acknowledge that the
export of Confidential Information may be subject to regulations which may prohibit the export of such information
to certain foreign countries or the disclosure of such information to certain foreign nationals. The parties, therefore,
agree to comply strictly with all applicable export laws, regulations, executive orders and the like. (e) Choice of
Law. This Agreement will be governed by and interpreted in accordance with the laws of India without regard to
either party’s choice as to the laws or rules as may be applicable outside the territory of India. (f) Jurisdiction and
Venue. Recipient hereby submits to the non-exclusive jurisdiction of any central or state court in Mumbai City for
purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby
and hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now
or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum. (g) Complete Agreement. This
Agreement constitutes the complete agreement between the parties on the subject matter identified herein. Any
modifications to this Agreement must be made in writing and signed by both parties.
For Angel One Ltd. For Jaketa Media and Entertainment Private Limited
By: By__________________________________________