IFC Ventures

IFC VENTURES PRIVATE LIMITED

NON-DISCLOSURE AGREEMENT (NDA)

This is legally binding agreement (the “Agreement”) between

(“You”)

and

IFC VENTURES PRIVATE LIMITED

(the “Company”).


The Agreement is effective on your first day of association (refers to any engagement including but not limited to full-time or part-time employment, contractual assignment, training assignment, consulting assignment, advisory assignment, business activity, business partnership, commercial activity) with the Company (“Effective Date”).

During your association with the Company, You will have access to and gain knowledge of confidential and proprietary information belonging to the Company. The term “Confidential Information” is defined below, but in general, it refers to any information related to the Company which is not known to the general public. The term “association” refers to any one-time or series of interactions, meetings, associations, discussions you may have with the Company or any person or company associated directly or indirectly with the Company.

As an express condition precedent to your association, You are required to agree to comply with the terms of this Agreement.

Therefore, intending to be legally bound, You agree to the following:

  1. Term of Agreement. This Agreement is effective on the Effective Date, and shall remain in effect throughout the term of your association with the Company. Certain provisions of this Agreement will continue beyond your term of association.
  2. Limitations of this Agreement. Nothing in this Agreement should be interpreted or construed to constitute a contract of employment or to obligate either You or the Company to any specific term of employment. This Agreement is limited to the subject matter of confidentiality as expressly described in this Agreement.
  3. Representation and Warranties. You represent and warrant that your relationship with the Company will not cause or require You to breach any contract or other obligation to any former employer or any other person or organization, including, without limitation, obligations of confidentiality and restrictions on competition or solicitation. You expressly agree that You will not knowingly use or disclose any confidential or proprietary information belonging to another person or enterprise, without the express written consent of such person or enterprise. You agree that if at any time during the term of your association with the Company, You have questions about whether information or knowledge is proprietary or confidential to a third party or to the Company, You will promptly advise the Company of your question.
  4. You agree to
    1. Hold the Confidential Information received from the Company in strict confidence and shall exercise a reasonable degree of care to prevent disclosure to others;
    2. Not disclose or divulge either directly or indirectly the Confidential Information to others unless first authorized to do so by Company.
    3. You will not reproduce the Confidential Information nor use this information commercially or for any purpose other than the performance of your duties for the Company.
    4. You will, upon the request or upon termination of your relationship with the Company, deliver to the Company any drawings, notes, documents, equipment, and materials received from the Company or originating from your activities for the Company.
  5. Confidential Information Defined. As used in this Agreement, “Confidential Information” means confidential and/or proprietary information which is disclosed to You or which You otherwise learn of during the course of or as the direct or indirect result of your association with the Company. Confidential Information is information not generally known to the public or to others who could obtain economic value from their disclosure or use of the Information. All information related to the Company which You gain during the time of your association should be deemed confidential, unless clearly identified to be non-confidential.
    1. Confidential Information includes all proprietary technical, financial, customer, business or other information owned by or licensed to the Company or any of its clients, customers, partners, or vendors, including by way of illustration, but not limitation, customer lists, pricing data, supply sources, production techniques, computerized data, maps, production methods, product design information, written material, drawings, photographs, layouts, computer programs, software, firmware, inventions, discovery, improvement, development, tools, machines, designs, works of authorship, logos, promotional ideas, concepts, formulae, market information, trade secrets, information related to current or proposed research and development, organization charts, advertising materials, financial records and reports of the Company or any enterprise affiliated with the Company, inventions, patents, inventions that are patentable and works subject to copyright protection, copyrighted materials, and performance standards. " Confidential Information shall mean any and all information, know-how and data, technical or non-technical, or description concerning any matters affecting or relating to your services for Company, the business or operations of Company, and/or the products, drawings, plans, processes, or other data of Company disclosed or provided by Company to You, whether disclosed or provided in oral, written, graphic, photographic, electronic or any other form.
    2. Confidential Information includes all information that should reasonably be understood by You because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be Confidential Information, regardless of whether such information is marked “Confidential.” All information gained during the course of your association should be presumed confidential unless the information is clearly identified otherwise or the circumstances of disclosure demonstrate it not to be confidential
    3. Confidential Information includes, without limitation, Information which is made, written, discussed, developed, secured, obtained or learned (a) solely or jointly with others, (b) during the usual hours of work or otherwise, (c) at the request and upon the suggestion of the Company or otherwise, (d) with the Company’s materials, tools, instruments, or € on the Company’s premises or otherwise.
    4. Confidential Information includes all confidential and proprietary material that You may design, author, create, distribute or produce during the term of your association.
  6. Return of Confidential Information. You agree to promptly return all Confidential Information to the Company upon the earlier of the Company’s request or the termination of your association.
  7. Compliance with Rules. You agree to comply with all rules established from time to time by the Company for the protection of Confidential Information.
  8. Disclosure to the Company of Confidential Information. You agree to promptly and fully disclose to the Company any Confidential Information that You design, create, or develop, including, without limitation, any Information which is patentable or subject to copyright protection or which may be protected as a trade secret.
  9. Disclosure of Intellectual Property. You agree to disclose to the Company any patent or copyright applications or steps taken to protect intellectual property protection which You may file during the one year period following the termination of your association. Any such applications filed within one year following your last day of association are presumptively Confidential Information of the Company.
  10. Title to Confidential Information. All right, title and interest in and to all Confidential Information is vested exclusively in the Company, including, without limitation, Confidential Information or work product which You may author, create or develop.
  11. Works for Hire. You acknowledge and agree that all work product which You may conceive, invent, devise, discover or generate during the term of your association which is subject to either common law or statutory copyright protection, shall be deemed “work for hire” and title to the work product shall be vested in the Company.
  12. Assignment. As a condition of your association, You agree to assign, transfer, and convey and You do hereby assign, transfer, and convey to the Company or its designee, all of your right, title and interest in and to any and all concepts, ideas, inventions, processes, improvements, copyrightable works, patentable goods or inventions, trademarks, copyrights, formulas, manufacturing technology, developments, writings, discoveries, and trade secrets that You may make, conceive, or reduce to practice, whether by yourself or in cooperation with others. Provided, however, that this obligation to assign things You develop to the Company shall not apply to any work product (i) in which no Company equipment, supplies, facilities or trade secret information was used; (ii) which was developed entirely on your own time; (iii) which is not derived from work You have performed for the Company and (iv) which does not relate to the Company’s business or to the Company’s actual or anticipated research or development.
  13. Attorney-in-Fact. You irrevocably appoint the Company to act as your agent and attorney-infact to perform all acts necessary to obtain and/or maintain patents, copyrights and similar rights to any Confidential Information assigned by You to the Company under this Agreement in the event You refuse to perform those acts, or that You are unavailable, as defined by applicable law. You acknowledge that the grant of the foregoing power of attorney is coupled with an interest and shall survive your death or disability.
  14. Execution of Instruments. During association by the Company, upon request and without compensation other than as herein provided but at no expense to You, You will execute any documents and take any action the Company may deem necessary or appropriate to effectuate the provisions of this Agreement, including without limitation assisting the Company in obtaining and/or maintaining patents, copyrights or similar rights to any Confidential Information or other intellectual property assigned to the Company.
  15. Violation of this Agreement will subject you to disciplinary action according to the Company’s disciplinary policy, up to and including your termination and initiating criminal proceedings against you.
  16. Survival of Promises. You further agree that your obligations described in the preceding paragraphs will continue beyond the termination of your association with the Company, regardless of whether your termination is voluntary or involuntary.
  17. Injunctive Relief. You hereby acknowledge (1) the unique nature of the Confidential Information which is the subject of this Agreement; (2) that Confidential Information constitutes trade secrets of the Company; that the Company will suffer irreparable harm if You breach your obligations under this Agreement; and (3) that monetary damages will be inadequate to compensate the Company for such a breach. Therefore, if You breach any of such provisions, then the Company shall be entitled to injunctive relief under law in addition to any other remedies at law or equity, to enforce such provisions.
  18. Severable Provisions. The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable.
  19. Modifications. This Agreement may be modified only by a contract in a writing executed by the party to this Agreement against whom enforcement of such modification is sought.
  20. Prior Understandings. This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement. The Agreement supersedes all prior understanding, agreements, or representations.
  21. Waiver. Any waiver of a default under this Agreement must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.
  22. In the event of the termination of your association with the Company, regardless of whether your termination is voluntary or involuntary, You hereby agree to the following:
    1. immediately cease using the Company’s copyrights, trademarks, trade names, service name, logos and other proprietary marks and materials for any activity or business
    2. remove any identifications or signs or advertisements which identify the Company
    3. transfer full access of all email, social media handles and digital accounts used during the tenure of your association to the Company
    4. transfer all data related to the Company and permanently DELETE from your personal devices
    5. All the physical properties relating to the Confidential Information to be handed over IMMEDIATELY on the same date of termination.
    6. Upon termination, separation or the expiration of your association, You shall not be permitted to act in a similar manner or role for any entity or individual who is in direct Competition with the Company, for a period of One year from the date of termination, separation or expiration of your association, whichever is later. This noncompete can be waived off under certain circumstances provided You sign the Exit Clause on your termination and get No Objection Certificate (NOC) and No Due Certificate (NDC) from the Company.
      Not returning any material belonging to the Company (including but not limited to laptops, phones, SIM cards, visiting cards, brochures, stationary and other material) immediately on the day of termination will indicate a willful commitment of theft and the Company will initiate criminal proceedings against You. Even if the material is later returned by You, the act of crime will still hold and the legal consequences will continue. You agree that the onus of ensuring all the materials are returned to the Company is on You.
  23. You agree that the Company may notify your future or prospective employer or third party of the existence of this Agreement, and shall be entitled to full injunctive relief for any breach.
  24. You agree that any data that you may possess related to the Company business and operations has a high monetary value associated with it and holding that data in your possession post your termination will result in amounting to theft of that data and the monetary value associated with it.
  25. You agree that You have not created any Company obligation or liability to any third party rights in respect of the Company; that any claims by You in respect of the Company known or unknown are hereby released; that You will forthwith cease any physical or virtual access to or use of the Company’s offices and facilities, services, credit/debit card or media access and use or similar charging rights, and software systems, data and programs; that You will cease and delete all modes of physical or web-based business cards or other modes that include any naming of the Company and/or any references to asserted Company-conferred roles and titles applicable to You; that You will forthwith return to the Company and/or delete all property, files, and systems belonging to the Company; that You will forthwith remove your belongings if located at or on Company premises or systems or facilities; that You will treat and protect all information and material of which You are aware regarding Company matters and plans as confidential and excluded from your direct or indirect business and personal activities; that You will abstain from any solicitation of current Company staff or service providers to cease or alter their services to the Company; that you will abstain from any material active or passive interests in or services in behalf of entities and activities materially competitive with the Company; that You will abstain from voluntary articulation of information and commentary regarding the Company and its activities; and that You will conduct your future activities using your own resources and without any manner of asserted of actual Company role, rights or obligations relating thereto or arising therefrom.
  26. Liquidated Damages: You agree to abide by all the terms referred in this Agreement If any of the terms is violated, a sum of INR 10 Lakhs shall be paid by You to the Company as liquidated damages. Any delay in payment from the day of intimation will result in additional interest of 10% per month.
  27. Making any untrue, disparaging or misleading, oral or written statements, about the Company or its activities, in or on any medium or platform (including social media) will result in legal consequences and breach of this Agreement.
  28. You agree to not represent as being in any way connected with the Company, directly or indirectly, except as a former employee/contractor/associate of the Company for the purpose of communicating with prospective employers/partners or complying with any applicable statutory requirements. Any misleading claim with regards to association with the Company will trigger legal action and liquidated damages.
  29. Jurisdiction: You expressly agree that the court in Mumbai in the state of Maharashtra (INDIA) and none other courts shall have jurisdiction to try any matter arising between the Company and You. All differences and disputes which may arise between the Company and You shall be referred to a sole arbitrator for adjudication to be appointed by the Company only. The provisions of the Indian Arbitrator and Conciliation Act, 1996 shall apply.
You agree that you will be subjected to legal action and liable to pay damages in case you violate any of the terms in this Agreement.