This Non-Disclosure Agreement (“Agreement”) is made on 04/10/2022 (“Effective Date”) between:
Grok Learning Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at 30 IST Vaibhav Ind Estate, Sion, Trombay Road Deonar, Mumbai 400088, Maharashtra, India (hereinafter referred to as the “Company”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the ONE PART; AND
with the principal place of work at
(hereinafter referred to as the “Contractor” which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the OTHER PART.
Hereinafter, the Company and the Contractor are collectively referred to as the “Parties” and individually as a “Party”.
A. The Company is engaged in the business of providing Applied Education using hands on approach in the area of Robotics, IOT, 3D printing and Data Science for the schools and students;
B. The Contractor has been providing services to the Company with respect to Company’s business since September 3, 2021;
C. During the tenure of the Contractor’s association with the Company, the Contractor has been and will have access to certain confidential, proprietary information and intellectual property rights of the Company and/or its affiliates which shall be subject to the terms and conditions set out below.
IN CONSIDERATION of good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties agree to the following terms and conditions:
1. The term “Confidential Information” for the purpose of this Agreement shall mean any and all information relating to the Company, disclosed by the Company or its representatives to the Contractor or obtained, created or generated by the Contractor (whether before or after the date of this Agreement and whether in written, oral, graphic, electronic or other tangible or intangible form), including but not limited to, the terms and conditions of this Agreement, any and all financial, technical, non-technical information, data, information about business operations, selection process, ideas and creative works belonging to the Company (regardless of whether such information is protectable under copyright, patent or trademark and/or trade secret doctrine), including but not limited to, all tangible information, documents, data, papers, statements, copyright, techniques, any business/ customer information and trade secrets, business forecasts, work in progress, program formats, projects, plans, personnel information and information relating to any research, including but not limited to, all aspects pertaining to and relating to the business practices of the Company and includes all types of proprietary information.
2. The Contractor shall use the Confidential Information only in relation to its association with the Company and not at any time disclose any of the Confidential Information to any third party save and except its directors and / or the employees ("Authorized Party”) who have a need to know the Confidential Information in connection with the purpose and only to the extent necessary for each of them to perform their duties in relation to their obligations under this Agreement provided that the Contractor has informed such Authorized Party of the confidential nature of the Confidential Information and binds all such Authorized Parties to terms at least as restrictive as those stated in this Agreement. The Contractor agrees to be responsible for any violation of this Agreement committed by any of its Authorized Party. The Contractor agrees to ensure that its Authorized Party abide by the terms of this Agreement. The Contractor is engaged by the Company as an independent Contractor and has agreed to provide engineering services as may be required by the Company from time to time on ‘work for hire basis’.
3. The Contractor agrees and acknowledges that all works, projects and inventions made, created, developed or produced pursuant to any advice or services provided by the Contractor in connection, with its association with the Company shall inure and belong exclusively to the Company as works created by or for the Company. The Contractor agrees and undertakes that all: (a) proprietary information; and (b) intellectual property rights and other rights anywhere in the world in connection with proprietary information, created, produced or developed by or pursuant to the engineering services of the Contractor, either jointly with others or alone, is and shall be the sole and exclusive property of the Company to the maximum extent permitted by applicable law. The Contractor along with its consultants, employees, agents or representatives irrevocably and unconditionally assign to the Company, and waive in favor of the Company, without consideration, royalty-free, exclusively, perpetually and on a world-wide basis, any and all intellectual property rights and other rights, title and interest that the Contractor may have or acquire in the proprietary information, inventions, Confidential Information and intellectual property rights. The Contractor shall hold and keep in strictest confidence any and all Confidential Information and shall treat the Confidential Information with at least the same degree of care and protection as it would treat its own Confidential Information. The Contractor shall promptly provide the Company with notice of any actual or threatened breach of the terms of this Agreement.
4. The Contractor shall never copy, reproduce, publish, reverse engineer, decompile or disassemble any Confidential Information without prior written (via email) approval of the management of the Company.
5. The Contractor shall immediately upon request by the Company deliver to the Company all Confidential Information in its and its Authorized Party possession or control and/or on request of the Company destroy or have destroyed all Confidential Information in its and its Authorized Party possession or control, including all copies (if any) within seven (7) days of receipt of the request. The Contractor shall certify and declare that it has complied with the provisions herein and that the Contractor has delivered and or destroyed all materials containing Confidential Information.
6. Any damage, loss, or any sort of adverse effect to the property or goodwill of the Company or breach or non-compliance of the terms and conditions of this Agreement by the Contractor or its Authorized Party will attract penal and criminal legal proceedings against the Contractor.
7. All rights, title and interests in all Confidential Information and/or arising in connection thereof shall absolutely and exclusively remain with the Company. Confidential Information is delivered “as is” and Company does not make any representations or warranties, express or implied, concerning the use of the Confidential Information, the results to be obtained from it, or the accuracy or completeness of the Confidential Information.
8. The Contractor shall indemnify the Company against any loss, damage, cost or expense which the Company may suffer or incur by reason of any breach by the Contractor and/or Authorized Parties of the undertakings and obligations contained or referred to in this Agreement including any unauthorized disclosure or use.
9. The Contractor acknowledges that damages are not a sufficient remedy for the Company for any breach of any of the Contractor’s or its Authorized Party’s undertakings herein provided and the Contractor further acknowledges that the Company is entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach of those undertakings by the Contractor and/or its Authorized Party, in addition to any other remedies available to the Company in law or in equity.
10. No failure or delay by the Company in exercising or enforcing any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise or enforcement of any right, remedy or power preclude any further exercise or enforcement thereof or the exercise or enforcement of any other right, remedy or power.
11. This Agreement shall not be construed to create an employment, partnership, agency or other relationship between Parties.
12. The Contractor agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.
13. This Agreement shall be governed by the laws of India. Subject to clause 20, all rights and obligations under this Agreement shall be subject to the exclusive jurisdiction of the competent courts in Mumbai, India.
14. This Agreement supersedes all prior discussions and writings with respect to the subject matter hereof and constitutes the entire agreement between the Parties with respect to the confidentiality provisions. No waiver or modification of this Agreement will be binding upon either Party unless made in writing and duly signed by each Party. In the event any one or more of the provisions of this Agreement shall, for any reason, be held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unaffected and shall remain in full force and effect, and the invalid, illegal or unenforceable provision(s) shall be replaced by a mutually acceptable provision(s), which being valid, legal and enforceable, comes closest to the intention of the Parties underlying the provision(s) held to be invalid, illegal or unenforceable.
15. Any notices or communications required to be given or served by either of the Parties on the other in respect of this Agreement, shall be given in writing in English to the other, and shall be deemed to have been duly served, if sent by prepaid registered mail with acknowledgement due at the address specified in the title to this Agreement or at such other address as may have been notified to the other Party in accordance with this clause or by email process to the Company on email ID email@example.com for the attention of Mr. Nitin Komawar, Title: Director, and to the Contractor on email ID
for the attention of
All notices shall be deemed to have been validly given on (i) the business date immediately after the date of transmission with confirmed answer back, if transmitted by email, or (ii) the expiry of seven days after posting if sent by registered post, or (iii) the business date of receipt, if sent by courier.
16. This Agreement is valid and binding on the successors-in-title and permitted assigns of the respective Parties. The Contractor shall not assign this Agreement (whether by operation of law or otherwise) or any rights or obligations hereunder. The Company shall be entitled to assign its rights and obligations hereunder to any third party without consent of the Contractor.
17. This Agreement may not be altered, modified or amended unless such alteration, modification or amendment is evidenced in writing and signed by both the Parties.
18. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement shall be deemed effective as of the commencement of the employment of the Contractor with the Company.
19. Limitation of Liability
The Contractor or any of its Consultants, agents or subcontractors, shall not be liable for any indirect, incidental, special or consequential damages for any data that has been extracted from the public domain.
20. Dispute Resolution
a. The Parties shall exercise their best efforts to amicably settle any claim, controversy or dispute (hereinafter referred to as “Dispute”) concerning questions of fact or law arising out of or relating to this Agreement.
b. If the Dispute is not resolved through friendly consultations within thirty (30) days after either of the Party informing the other Party in writing of the existence of the Dispute, then either Party may refer the dispute for resolution by arbitration. Such arbitration shall be governed by the provisions of the Arbitration and Conciliation Act of 1996 or any statutory re-enactment or modification for the time being in force. Either Party shall be entitled to apply to the competent courts for interim or interlocutory relief in respect of such arbitration.
c. The arbitral proceedings shall be conducted by a sole arbitrator mutually appointed by the Parties within thirty (30) days of reference of Dispute to arbitration. If the Parties fail to appoint the sole arbitrator, the arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any statutory re-enactment or modification for the time being in force.
d. The Parties further agree that the seat and venue of Arbitration shall be Mumbai, Maharashtra.
IN WITNESS WHEREOF this Agreement has been executed by the duly authorized representative of each Party on the day and year first above written.
Signed and Delivered for and on behalf of
within named Company
Grok Learning Private Limited
Name: Nitin Komawar
Signed and delivered by within named Contractor