Mutual Non-Disclosure Agreement

Date: [DD-MM-YYYY]

Between:

1. [Disclosing Party 1 Name] ("Party 1"), having its registered office at [Address], and
2. [Disclosing Party 2 Name] ("Party 2"), having its registered office at [Address],

each a "Party" and collectively the "Parties".

1. Purpose

The Parties wish to discuss [describe the proposed transaction or evaluation] (the "Purpose") and may share confidential information for that purpose.

2. Confidential Information

"Confidential Information" means any information disclosed by one Party to the other, in any form, that is marked as confidential or that a reasonable person would consider confidential, including:

• business plans, financial models, customer lists;
• product roadmaps, source code, designs;
• pricing, vendor relationships, employee data.

It does not include information that:

• (a) is or becomes public through no fault of the Receiving Party;
• (b) was already known to the Receiving Party before disclosure (with documentary evidence);
• (c) was independently developed without use of Confidential Information; or
• (d) is rightfully received from a third party without restriction.

3. Obligations

The Receiving Party shall:

1. use Confidential Information solely for the Purpose;
2. apply at least the same standard of care it uses for its own confidential information (and in any event no less than reasonable care);
3. limit access to its directors, employees and advisors who need to know, and who are bound by equivalent confidentiality obligations;
4. not reverse-engineer, decompile, or attempt to extract trade secrets from any code or product disclosed.

4. Term

The obligations under this Agreement shall continue for 3 (three) years from the date of last disclosure. Trade secrets shall remain protected for so long as they remain trade secrets.

5. Return / destruction

Upon written request, the Receiving Party shall return or destroy all Confidential Information (including copies and derivative materials) within 15 days. The Receiving Party may retain one archival copy for legal compliance and one copy on its automated backup systems, which shall remain subject to the obligations herein.

6. No license

Nothing in this Agreement grants either Party any licence, by implication or otherwise, to any IP of the other.

7. Remedies

The Parties agree that breach of this Agreement may cause irreparable harm and entitles the Disclosing Party to seek injunctive relief, in addition to any other remedy available at law.

8. Governing law & jurisdiction

This Agreement is governed by Indian law. The courts at [City] shall have exclusive jurisdiction.

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Signed at [City] this [Day] of [Month], [Year]

| | | |---|---| | For [Party 1] | For [Party 2] | | Name: | Name: | | Designation: | Designation: | | Signature: __________ | Signature: __________ |