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DRAFT – 01

(On the Letterhead of the Firm)

Date ___________

                                                                                                             Place __________


Mazagon Dock Limited,

Dockyard Road,

Mumbai-400 010


Dear Sirs,


This has reference to your Project 15B, whereby MAZAGON DOCK LIMITED (“MDL”/ “COMPANY”), is likely to construct 04 Nos. of Stealth Frigates for Indian Navy.  MDL being a Lead yard desires to procure _____________________ for the above said project.  We ___________________ (“Bidder”) having expertise of __________________________ is willing to submit our bid for the same.  We (“Bidder”) also agree and understand that in order to prepare our bid for consideration by MDL, MDL may have to provide us certain information / data and MDL is required to secure the confidentiality of such Information and data provided to us.  Accordingly, MDL is requesting us to execute a Non-Disclosure Agreement and we, _______________ do hereby agree as under.


In connection with the Bidder’s evaluation for the tender of the Company, the Company will furnish to the Bidder, certain confidential and proprietary information concerning the business and properties of the Company.  All such information is herein collectively referred to as the “Documentation”.  


The Bidder acknowledges and agrees that the Documentation is a valuable asset of the Company, has competitive value and is of a confidential nature.


To maintain the confidentiality of the Documentation, the Bidder and each individual or entity with access to the Documentation in accordance with this Non- Disclosure Agreement (the “Agreement”) undertakes:

(a) To treat all Documentation as confidential and not to use any Documentation or notes, summaries, or other material derived there from (collectively, “Notes”) except for the purposes of evaluating and furthering the quote and subsequent services in case of being successful bidder of the Company and the terms thereof; 

(b) Not to disclose to any third party (i) any Documentation or Notes, (ii) that the Documentation has been made available, (iii) that Bidder or it’s Representatives (Bidder’s officers, directors, employees, advisors or representatives – collectively “Representatives) have inspected any Documentation.  


It is being understood that Bidder shall maintain a list of Representatives to whom any Documentation has been disclosed, provided that, if such Representatives have agreed with the Company to be bound by the terms of this Agreement or have entered into a separate confidentiality agreement with the Company or have counter-signed a copy of this Agreement, the Bidder shall not be responsible for any breach of this Agreement by any of its Representatives.


The Company may elect at any time to terminate further access by the Bidder to Documentation.  The Bidder agrees that upon any such termination, the Bidder will be at the Company’s request, subject to any law, regulation or rules of any professional body to which Bidder or its Representatives are subject, as soon as reasonable practicable (i) return to the Company all Documentation except Notes, (ii) cause all Notes to be destroyed and provided that, if Notes are held in electronic form, only to the extent reasonably practicable and (iii) confirm in writing to the Company that all such material has been returned or destroyed in compliance with this Agreement. No such termination will affect Bidder’s obligations hereunder or those of Bidder’s Representatives, all of which obligations shall continue in effect for the term of this Agreement.


This Agreement shall be inoperative as to particular portions of the Documentation if such information (i) becomes generally available to the public other than as a result of a disclosure by Bidder or its Representatives in violation of this Agreement, (ii) was available to Bidder or any of its Representatives on a non-confidential basis prior to its disclosure to Bidder by the Company or its representatives, or (iii) becomes available to Bidder or any of its Representatives on a non-confidential basis from a source other than the Company or its representatives when such source is entitled, to the best of Bidder ’s knowledge, to make such disclosure; (iv) Bidder  can demonstrate was independently developed by Bidder, Bidder ’s personnel who have not had any success to any Documentation and without using or referring to the Documentation.


If Bidder or its Representatives are requested or required by law, regulation or the rules of any regulatory authority to which Bidder or its Representatives are subject (including by oral questions, interrogatories, requests for information, subpoena, civil investigative demand, or similar process) to disclose any Documentation or Notes, it is agreed that Bidder will provide the Company, to the extent is reasonably practicable and lawful to do so, with prompt written notice of such request(s) so that the Company, having previously consulted with Bidder, may seek an appropriate protective order and/or waive Bidder ’s compliance with the provisions of this Agreement.  If a protective order or a waiver hereunder is not sought or obtained and Bidder or its Representatives are, in the opinion of Bidder or its Representatives’ counsel, as the case may be, compelled to disclose Documentation or Notes by law, regulation or the rules of any regulatory authority to which Bidder is subject, Bidder may disclose only that portion of such information as is required without liability hereunder, provided, that Bidder agrees to exercise its best efforts to obtain assurance that confidential treatment will be accorded such information.


It is understood that Bidder has the right to terminate any discussion and/or negotiation at any time, at its sole and absolute discretion, without the need of explaining the reason of such termination, and such right may be exercised by serving a notice confirming such decision.  It is further acknowledged and agreed that unless and until Bidder shall have executed and delivered a Transaction/Confidentiality Agreement to commence the Contract, the Bidder will not be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement except for the matters specifically agreed to herein.


This Agreement shall terminate on the date which is the earlier of: (i) two years from the date thereof, or (ii) the date on which the Contract as result of the tender is completed.


The obligations under this Agreement shall continue till _________even if the bidder is not considered for award of work against the tender.


The signatory to the agreement has complete powers on behalf of the Bidder


This Agreement shall be governed by the Indian Laws and the courts of Mumbai shall have exclusive jurisdiction in connection with any dispute relating to this Agreement.


Accepted as of the 

date first above written:


By     : _____________________

Name: _____________________

Title  : ______________________



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