NON-DISCLOSURE AGREEMENT 2
THIS AGREEMENT is made on this the <<’Day’>> day of <<’Month’>> 20--- at
Andhra Pradesh Technology Services (APTS) having its office at ---------------------------------------
--------------------------- India hereinafter referred to as APTS/‘State Designated Agency’or ‘------
------------’, which expression shall, unless the context otherwise requires, include its
permitted successors and assigns);
<<’Implementing Agency Full Name’>>, a Company incorporated under the Companies Act,
1956, having its registered office at <<’Implementing Agency Regd Office’>> (hereinafter
referred to as ‘the ‘System integrator’/SI’ which expression shall, unless the context otherwise
requires, include its permitted successors and assigns).
Each of the parties mentioned above are collectively referred to as the ‘Parties’ and
individually as a ‘Party’.
1. APTS/State Designated Agencyisdesirous to implement the project of eDistrict
Application which is a Mission Mode Project (MMP) as per NeGP.
2. The APTS/SDA and ‘System integrator’have entered into a Master Services Agreement
dated <<’Date’>> (the “MSA”) as well as a Service Level Agreement dated <<’Date’>>
(the “SLA”) in furtherance of the Project.
3. Whereas in pursuing the Project (the “Business Purpose”), a Party (“Disclosing Party)
recognizes that they will disclose certain Confidential Information (as defined
hereinafter) to the other Party (“Receiving Party”).
4. Whereas such Confidential Information (as defined hereinafter) belongs to Receiving
Party as the case may be and is being transferred to the Disclosing Party to be used
only for the Business Purpose and hence there is a need to protect such information
from unauthorized use and disclosure.
NOW THEREFORE, in consideration of the mutual covenants, promises, assurances, Draft Contract for System Integrators for e-District
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representations and provisions set forth herein, the Parties hereto agree as follows:
Definitions and Interpretation
Terms and expressions used in this Agreement (including the Introduction) shall have the
same meanings set out in Schedule I of MSA.
In this Agreement, unless otherwise specified:
(a) references to Clauses, Sub-Clauses, Paragraphs and Schedules are to clauses,
sub-clauses, paragraphs of and schedules to this Agreement;
use of any gender includes the other genders;
references to a ‘company’ shall be construed so as to include any company, corporation or
other body corporate, wherever and however incorporated or established;
references to a ‘person’ shall be construed so as to include any individual, firm, company,
government, state or agency of a state, local or municipal authority or government body or
any joint venture, association or partnership (whether or not having separate legal
a reference to any statute or statutory provision shall be construed as a reference to the same
as it may have been, or may from time to time be, amended, modified or re-enacted;
any reference to a ‘day’ (including within the phrase ‘business day’) shall mean a period of 24
hours running from midnight to midnight;
references to a ‘business day’ shall be construed as a reference to a day (other than a Sunday)
on which banks in the state of Andhra Pradesh are generally open for business;
references to times are to Indian standard time;
a reference to any other document referred to in this Agreement is a reference to that other
document as amended, varied, novated or supplemented at any time; and
all headings and titles are inserted for convenience only. They are to be ignored in the
interpretation of this Agreement.
1.5 Measurements and Arithmetic Conventions
All measurements and calculations shall be in the metric system and calculations done to 2
(two) decimal places, with the third digit of 5 (five) or above being rounded up and below 5
(five) being rounded down except in money calculations where such amounts shall be
rounded off to the nearest INR. Draft Contract for System Integrators for e-District
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1.6 Ambiguities within Agreement
In case of ambiguities or discrepancies within this Agreement, the following principles shall
(a) as between two Clauses of this Agreement, the provisions of a specific Clause
relevant to the issue under consideration shall prevail over those in a general
as between the provisions of this Agreement and the Schedules, the Agreement shall prevail,
save and except as expressly provided otherwise in the Agreement or the Schedules; and
as between any value written in numerals and that in words, the value in words shall prevail.
1.5 Priority of agreements
The Parties hereby expressly agree that for the purpose of giving full and proper effect to this
Agreement, the MSA and this Agreement shall be read together and construed harmoniously.
In the event of any conflict between the MSA and this Agreement, the provisions contained in
the MSA shall prevail over this Agreement.
This Agreement will remain in effect for five years from the date of the last disclosure of
Confidential Information (“Term”), at which time it will terminate, unless extended by the
disclosing party in writing.
Scope of the Agreement
(a) This Agreement shall apply to all confidential and proprietary information
disclosed by Disclosing Party to the Receiving Party and other information
which the disclosing party identifies in writing or otherwise as confidential
before or within (30) thirty days after disclosure to the Receiving Party
(“Confidential Information”). Such Confidential Information consists of certain
specifications, documents, software, prototypes and/or technical information,
and all copies and derivatives containing such Information that may be
disclosed to the Disclosing Party for and during the Business Purpose, which a
party considers proprietary or confidential.
(b) Such Confidential Information may be in any form or medium, tangible or
intangible, and may be communicated/disclosed in writing, orally, or through
visual observation or by any other means to the Receiving Party. Draft Contract for System Integrators for e-District
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Obligations of the Receiving Party
The Receiving Party shall:
(a) use the Confidential Information only for the Business Purpose and shall hold
the Confidential Information in confidence using the same degree of care as it
normally exercises to protect its own proprietary information, taking into
account the nature of the Confidential Information, and
grant access to Confidential Information only to its employees on a ‘need to know basis’ and
restrict such access as and when not necessary to carry out the Business Purpose.
cause its employees to comply with the provisions of this Agreement;
reproduce Confidential Information only to the extent essential to fulfilling the Business
prevent disclosure of Confidential Information to third parties;
disclose the Confidential Information to its consultants/contractors on a need to know basis;
provided that by doing so, the Receiving Party agrees to bind such consultants/ contractors to
terms at least as restrictive as those stated herein. The Receiving Party upon making a
disclosure under this Clause shall:
I. advise the consultants/contractors of the confidentiality obligations imposed
on them by this Clause.
II. upon the Disclosing Party's request, the Receiving Party shall either return to
the disclosing party all Confidential Information or shall certify to the
disclosing party that all media containing Confidential Information have been
destroyed with evidence.
III. Provided, however, that an archival copy of the Confidential Information may
be retained in the files of the Receiving Party's counsel, solely for the purpose
of proving the contents of the Confidential Information.
IV. not to remove any of the other Party’s Confidential Information from the
premises of the Disclosing Party without prior written approval.
V. exercise extreme care in protecting the confidentiality of any Confidential
Information which is removed, only with the Disclosing Party’s prior written
approval, from the Disclosing Party’s premises. Each Party agrees to comply
with any and all terms and conditions the disclosing party may impose upon
any such approved removal, such as conditions that the removed Confidential
Information and all copies must be returned by a certain date, and that no
copies are to be made off of the premises.
VI. Upon the Disclosing Party’s request, the Receving Party shall promptly return
to the Disclosing Party all tangible items containing or consisting of the Draft Contract for System Integrators for e-District
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disclosing party’s Confidential Information all copies thereof.
Exceptions to Confidential Information
The foregoing restrictions on each party's use or disclosure of Confidential Information shall
not apply to the Confidential Information that the Receiving Party can demonstrate that such
was independently developed by or for the Receiving Party without reference to the
Information, or was received without restrictions; or
has become generally available to the public without breach of confidentiality obligations of
the Receiving Party; or
I. was in the Receiving Party's possession without restriction or was known by the
Receiving Party without restriction at the time of disclosure; or
II. is the subject of a subpoena or other legal or administrative demand for disclosure;
provided, however, that the Receiving Party has given the disclosing party prompt
notice of such demand for disclosure and the Receiving Party reasonably
cooperates with the disclosing party's efforts to secure an appropriate protective
III. is disclosed with the prior consent of the disclosing party; or
IV. was in its possession or known to it by being in its use or being recorded in its files
or computers or other recording media prior to receipt from the disclosing party
and was not previously acquired by the Receiving Party from the disclosing party
under an obligation of confidence; or
V. the Receiving Party obtains or has available from a source other than the disclosing
party without breach by the Receiving Party or such source of any obligation of
confidentiality or non-use towards the disclosing party.
Ownership of the Confidential Information
I. Each Party recognizes and agrees that all of the disclosing Party’s Confidential
Information is owned solely by the Disclosing Party (or its licensors) and that
the unauthorized disclosure or use of such Confidential Information would
cause irreparable harm and significant injury, the degree of which may be
difficult to ascertain.
II. By disclosing the Confidential Information or executing this Agreement,
Disclosing Party does not grant any license, explicitly or implicitly, under any
trademark, patent, copyright, mask work protection right, trade secret or any
other intellectual property right. The Disclosing Party disclaims all warranties
regarding the information, including all warranties with respect to Draft Contract for System Integrators for e-District
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infringement of intellectual property rights and all warranties as to the
accuracy or utility of such information.
III. Access to Confidential Information hereunder shall not preclude an individual
who has seen such Confidential Information for the purposes of this
Agreement from working on future projects for the Disclosing Party which
relate to similar subject matters, provided that such individual does not make
reference to the Confidential Information and does not copy the substance of
the Confidential Information during the Term. Furthermore, nothing contained
herein shall be construed as imposing any restriction on the Receving Party's
disclosure or use of any general learning, skills or know-how developed by the
Receving Party's personnel under this Agreement.
IV. Execution of this Agreement and the disclosure of Confidential Information
pursuant to this Agreement do not constitute or imply any commitment,
promise, or inducement by either Party to make any purchase or sale, or to
enter into any additional agreement of any kind.
I. If a dispute arises in relation to the conduct of this Contract (Dispute), a party
must comply with this clause 7 before starting arbitration or court proceedings
(except proceedings for urgent interlocutory relief). After a party has sought or
obtained any urgent interlocutory relief that party must follow this clause 7.
II. A party claiming a Dispute has arisen must give the other parties to the
Dispute notice setting out details of the Dispute.
III. During the 14 days after a notice is given under clause 7(b) (or longer period if
the parties to the Dispute agree in writing), each party to the Dispute must use
its reasonable efforts through a meeting of Senior Executive (or their nominees)
to resolve the Dispute. If the parties cannot resolve the Dispute within that
period then any such dispute or difference whatsoever arising between the
parties to this Contract out of or relating to the construction, meaning, scope,
operation or effect of this Contract or the validity of the breach thereof shall be
referred to a sole arbitrator to be appointed by mutual consent of both the
parties herein. If the parties cannot agree on the appointment of the arbitrator
within a period of one month from the notification by one party to the other of
existence of such dispute, then the Arbitrator shall be appointed by the High
Court of the jurisdiction specified in this agreement. The provisions of the
Arbitration and Conciliation Act, 1996 will be applicable and the award made Draft Contract for System Integrators for e-District
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there under shall be final and binding upon the parties hereto, subject to legal
remedies available under the law. Such differences shall be deemed to be a
submission to arbitration under the Indian Arbitration and Conciliation Act,
1996, or of any modifications, Rules or re-enactments thereof. The Arbitration
proceedings will be held at the jurisdiction specified in Item 27. Any legal
dispute will come under the sole jurisdiction specified in Item 27.
IV. The Receving Party agrees that the Disclosing Party shall have the right to
obtain an immediate injunction enjoining any breach of this Agreement, as well
as the right to pursue any and all other rights and remedies available at law or
in equity for such a breach.
This Agreement may only be varied in writing and signed by both Parties.
Waiver including partial or conditional waiver, by either Party of any default by the other
Party in the observance and performance of any provision of or obligations under this
I. shall be in writing
II. shall not operate or be construed as a waiver of any other or subsequent default hereof
or of other provisions of or obligations under this Agreement;
III. shall be executed by a duly authorized representative of the Party; and
IV. shall not affect the validity or enforceability of this Agreement in any manner.
Exclusion of Implied Warranties
This Agreement expressly excludes any warranty, condition or other undertaking implied at
law or by custom or otherwise arising out of any other agreement between the Parties or any
representation by either Party not contained in a binding legal agreement executed by both
This Agreement and the Annexure together constitute a complete and exclusive statement of
the terms of the agreement between the Parties on the subject hereof, and no amendment or
modification hereto shall be valid and effective unless such modification or amendment is
agreed to in writing by the Parties and duly executed by persons especially empowered in this Draft Contract for System Integrators for e-District
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behalf by the respective Parties. All prior written or oral understandings, offers or other
communications of every kind pertaining to this Agreement are abrogated and withdrawn.
If for any reason whatever, any provision of this Agreement is or becomes invalid, illegal or
unenforceable or is declared by any court of competent jurisdiction or any other
instrumentality to be invalid, illegal or unenforceable, the validity, legality or enforceability of
the remaining provisions shall not be affected in any manner, and the Parties shall negotiate
in good faith with a view to agreeing to one or more provisions which may be substituted for
such invalid, unenforceable or illegal provisions, as nearly as is practicable to such invalid,
illegal or unenforceable provision. Failure to agree upon any such provisions shall not be
subject to the dispute resolution procedure set forth under this Agreement or otherwise.
This Agreement shall not be interpreted or construed to create an association, joint venture or
partnership between the Parties, or to impose any partnership obligation or liability upon
either Party, and neither Party shall have any right, power or authority to enter into any
agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative
of, or to otherwise bind, the other Party except as expressly provided under the terms of this
This Agreement is intended solely for the benefit of the Parties and their respective successors
and permitted assigns, and nothing in this Agreement shall be construed to create any duty
to, standard of care with reference to, or any liability to, any person not a Party to this
Successors and Assigns
The Agreement shall be binding on and shall inure to the benefit of the Parties and their
respective successors and permitted assigns.
Any notice or other communication to be given by any Party to the other Party under or in
connection with the matters contemplated by this Agreement shall be in writing and shall be
given by hand delivery with acknowledge Form, recognized courier, registered post, email or
facsimile transmission and delivered or transmitted to the Parties at their respective addresses
set forth below Draft Contract for System Integrators for e-District
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If to APTS/‘State Designated Agency’:
With a copy to:
If to the <<‘System integrator’>>:
Phone: <<’SI Telephone’>>
Fax No. <<’SI Fax’>>
All notices required to be given by one Party to the other Party and all other communications,
documentation and proceedings which are in any way relevant to this Agreement shall be in
writing and in the English language.
This Agreement may be executed in counterparts, each of which, when executed and
delivered, shall constitute an original of this Agreement.
Without prejudice to any express provisions of this Agreement on any mitigation obligations
of the Parties, each of the APTS/‘State Designated Agency’ and the ‘System integrator’ shall at
all times take all reasonable steps to minimize and mitigate any loss for which the relevant
Party is entitled to bring a claim against the other Party pursuant to this Agreement.
Removal of Difficulties
The Parties acknowledge that it is conceivable that the Parties may encounter difficulties or
problems in the course of implementation of the Project and the transactions envisaged under
this Agreement. The Parties agree and covenant that they shall mutually discuss such Draft Contract for System Integrators for e-District
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difficulties and problems in good faith and take all reasonable steps necessary for removal or
resolution of such difficulties or problems.
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS
AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.
SIGNED, SEALED AND DELIVERED
For and on behalf of the <<‘System
SIGNED, SEALED AND DELIVERED
For and on behalf of the <<‘State
Designated Agency’>> by:
In the presence of:
2. Draft Contract for System Integrators for e-District
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