Drstikona Consultancy and Program Management Services Private Limited, a company registered in New Delhi whose registered office is at F-124, F/F, Sarita Vihar, New Delhi – 110076 (hereinafter referred to as “Drstikona”) which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns of the one part.
“Drstikona” is a curated marketplace and program management firm for sustained Impact through collaboration and appropriate interventions. It provides various services to its partners ranging from hosting their funding/implementation requirements onto the platform to end-to-end program management.
By registering on the site as a partner of Drstikona either in the capacity of a funder or a service provider or a need provider, you agree to be bound by the Non- Disclosure Agreement set forth below.
There will be a separate agreement between you/entity you represent and Drstikona to define the exact Scope of Work as well as the commercial terms.
Drstikona and you shall hereinafter be individually referred to as the “Party” and collectively referred to herein as the “Parties”.
The Parties wish to engage, for their mutual benefits, in discussions in which either Party may disclose to the other technical and business information which may include valuable intellectual property. In order to assure the confidentiality of this information and the protection of the intellectual property it may include, the Parties agree as follow:
For the purpose of this Agreement:
“Confidential Information” means all information, whether communicated in oral, written, graphic, electromagnetic, or any other form which includes but may not be limited to products, processes, methodologies, systems techniques, programs, data, software, know-how, documentation of developed systems, improvements, developments, techniques, business or marketing plans, strategies, forecasts, licenses, prices or lists, that one Party to this agreement (the “Disclosing Party”) communicates to the other (the “Receiving Party”), and which:
the Receiving Party does not already possess without any obligation of confidentiality;
if disclosed in tangible form, is clearly marked as confidential or is reasonably understood by the Receiving Party to be confidential; and
if disclosed orally or visually, the Disclosing Party designates as confidential at the time of disclosure or promptly thereafter or is reasonably understood by the Receiving Party to be confidential.
For the purpose of and throughout this Agreement, Confidential Information also includes information:
which contains confidential and proprietary trade secrets of the Disclosing Party and all other information belonging or relating to the business of the Disclosing Party that is not generally known;
which contains confidential information of third parties; and
the terms and conditions of this Agreement.
The Receiving Party shall use Confidential Information solely for the purpose for which it is disclosed (the “Business Purpose”) and that the Receiving Party will not use any or all of the Confidential Information in any other manner.
Neither this Agreement nor any disclosure of information under it shall convey a license or right to any patent, copyright, trademark or other proprietary right, except for the right to use the information in accordance with this Agreement. That all Confidential Information acquired by Receiving Party from the Disclosing Party will be and will remain the exclusive property of the Disclosing Party.
The Receiving Party shall not disclose, disseminate, publish or otherwise provide, either orally or in written manner the Confidential Information to anyone other than those of its employees, agents, and advisors who have a need to know the Confidential Information in connection with the Business Purpose.
The Receiving Party shall make no more copies of the Confidential Information than are necessary to allow it to use the Confidential Information effectively for the Business Purpose and shall assure that the confidentiality legend remains clearly legible on all such copies.
Neither Party shall disclose to the other any confidential information belonging to a third party without the express permission of the third party.
The Receiving Party expressly agrees to use any Confidential Information which comes to the knowledge of the Receiving Party only as provided in this Agreement, and understands that any unauthorized disclosure or misuse of the Confidential Information may result in substantial and irreparable damage to the Disclosing Party.
The Receiving Party shall not reverse-engineer, decompile, or disassemble any equipment, hardware or software provided or disclosed to it and shall not remove, overprint or deface any notice of copyright, trademark, logo, legend or other notice of ownership from any originals or copies of Confidential Information it obtains from the Disclosing Party.
Each of the Parties warrants that it maintains reasonable safeguards against the unauthorized disclosure of confidential and proprietary information and agrees to protect Confidential Information received from the other Party in the same manner and to the same degree that it protects its own confidential and proprietary information. A Receiving Party will not give its employees, agents, or advisors access to Confidential Information received from a Disclosing Party until the Receiving Party has ensured that they are aware of this Agreement and are under an obligation to honour it.
With respect to any item of Confidential Information, the obligations of Section 2 above shall cease to apply to Confidential Information that:
Has become generally available to the public other than as a result of a breach of this Agreement;
Has been lawfully disclosed to the Receiving Party by a person that is not subject to a restriction against disclosing it;
Is required by law to be disclosed pursuant to the valid order or request of a court or governmental agency (and only to the extent of such required disclosure); provided that, before making such disclosure, the Receiving Party shall give the Disclosing Party prompt notice and an opportunity to interpose an objection, seek a protective order, or otherwise to take action to protect the Confidential Information;
The Receiving Party can demonstrate by documentary evidence that it has independently developed without breach of this Agreement; or
Is disclosed more than three years from the date of disclosure under this Agreement (unless such item of Confidential Information consists of computer software, in which case the Receiving Party shall not disclose it without the prior written consent of the Disclosing Party).
Upon request of a Disclosing Party, the Receiving Party shall, at the option and instruction of the Disclosing Party, promptly return or destroy all Confidential Information in its possession.
Except as may be required by law, each Party agrees not to disclose that discussions between the Parties are taking place concerning a possible transaction or any of the terms, conditions, or other facts with respect to any such transaction, including the status thereof, without the prior written consent of the other Party.
Any Confidential Information supplied to a Receiving Party by a Disclosing Party prior to the date of this Agreement shall be subject to the same treatment as Confidential Information supplied after the date of this Agreement.
The Parties acknowledge that money damages may not be a sufficient remedy for any breach of this Agreement and that a Disclosing Party is entitled to seek injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Agreement. Such relief shall not be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity.
This Agreement does not obligate either Party to enter into any further agreements or to proceed with any possible relationship or other transaction, nor does it imply the grant of any rights or licenses under any patent, copyright, or trade secret. This Agreement shall not be construed to prohibit or restrict either Party's right to develop, use, or market products or services similar to or competitive with those of the other party described in Confidential Information as long as such development, use, or marketing does not breach this Agreement.
Each Party warrants that it has the right to provide any Confidential Information disclosed under this Agreement. EXCEPT FOR THE FOREGOING, ALL CONFIDENTIAL INFORMATION IS DISCLOSED “AS IS,” WITHOUT WARRANTY OF ANY KIND.
This Agreement may be executed in counterparts, each of which shall be identical and which, taken together, shall constitute one and the same instrument.
This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes all other previous statements, communications or agreements, whether oral or written.
This Agreement shall be effective from the Effective Date and shall automatically terminate after the period of 3 (Three) years. Either Party’s consent granted by this Agreement shall and/or all license rights granted hereunder terminate upon the first of the following to occur:
Automatically on completion of the Agreement;
On notice from one Party in the event of material breach of this Agreement or an act of insolvency by other Party;
On notice from either Party in the event that Party has reasonable grounds for believing that all or any of the Confidential Information is at risk of misuse or unauthorized disclosure;
Upon expiration or earlier termination by this Agreement, both Parties agree to return promptly to each other all copies of any documents, materials, notes, data, programs, or software containing Confidential Information in its possession or control. Both Parties agree to confirm to each other in writing that all such copies have been returned or destroyed. Notwithstanding the expiration or earlier termination of this Agreement, the obligations accruing prior to termination as set forth herein, shall, however, survive the termination of this Agreement for a period of 3 (three) years.
All notices under this Agreement shall be in writing, sent by email, facsimile or recorded delivery post to the Party being served at its address specified above or at such other address of which such Party shall have given notice as aforesaid, and marked for the attention of that Party's signatory of this Agreement. The date of service shall be deemed to be the day following the day on which the notice was transmitted or 48 hours after posting as the case may be.
The headings used herein are inserted only as a matter of convenience and for reference and shall not affect the construction or interpretation of this Agreement.
If any provision of this Agreement is held to be unenforceable, all other provisions will nevertheless continue in full force and effect.
No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof and no waiver shall be effective unless made in writing.
This clause may not itself be waived except by writing duly executed by the Party waiving its rights under such provisions.
This Agreement will be governed in accordance with laws of India and the jurisdiction shall be to the courts of Delhi.
Both the 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.