ftil std nda mutual 2012

7/30/2019 Ftil Std Nda Mutual 2012

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NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (NDA) is made on [insert date]

("Effective Date") between:

PARTIES:

Financial Technologies (India) Limited, a company registered under the

Companies Act, 1956 and having its office at FT Tower, CTS 256 & 257, Suren

Road, Chakala, Andheri (East), Mumbai 400093 (hereinafter referred to as FTIL

which expression shall unless repugnant to the context or meaning thereof be

deemed to include its successors and permitted assignees)

AND

__________________________________________________________

__________________________________________________________

_____ (hereinafter referred to as Company which expression shall unless

repugnant to the context or meaning thereof be deemed to include its successors

and permitted assignees)

FTIL and the Company are hereinafter referred to in this NDA as a Party and

collectively as the Parties.

The Party Disclosing the Confidential Information shall in hereinafter referred to

as Disclosing Party and the Party receiving the Confidential Information shall be

referred to as Receiving Party

In consideration of the mutual promises and covenants contained herein, the

parties hereto agree as follows:

RECITALS:

(A) Disclosing Party wishes to disclose certain confidential information to the

Receiving Party for exploring possibilities of a potential transaction

between the Parties.

(B) In view of the foregoing, the Parties wishes to define their rights with

respect to such confidential information and to protect the confidentiality

and the proprietary features of such information.

THE PARTIES AGREE as follows:

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1 DEFINITIONS

In this NDA:

1.1 "Group" means the group of companies composed of the

referenced Party, its holding company or parent company (if

any) and all subsidiary companies, affiliates of the referenced

Party and of the referenced Partys holding company or parent

company (if any) where holding company or parent company;

and subsidiary company or affiliate shall have the meanings

respectively attributed to them.

1.2 "Confidential Information" means any information or data

disclosed (whether in writing, orally, or by any other means and

whether directly or indirectly) the "Disclosing Party" to the

"Receiving Party" without limitation, information relating to

the Disclosing Party's products, services, customers, suppliers,

processes, plans or intentions, know-how, design rights, trade

secrets, market opportunities and/or business affairs.

1.3 "Purpose" means any discussions or negotiations between orwithin the Parties or their respective Group companies

concerning or in connection with concepts / offerings.

1.4 "Representatives" means the directors, officers, employees and

consultants of the Receiving Party and its Group Companies.

2 OBLIGATIONS/RESTRICTIONS

2.1 The Receiving Party shall:

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2.1.1 Maintain the Disclosing Party's Confidential Information

in strict confidence and shall exercise in relation thereto

no lesser security measures and degree of care than

those which the Receiving Party applies to its own

confidential information. The Receiving Party warrantsthat such security measures provide adequate

protection against unauthorised disclosure, copying or

use;

2.1.2 Ensure that disclosure of the Disclosing Party's

Confidential Information is restricted to Representatives

who are directly concerned with any work undertaken by

the Receiving Party in connection with the Disclosing

Party and have the need to know the same for thePurpose;

2.1.3 Not make copies or reproductions of the Disclosing

Party's Confidential Information except to the extent

necessary for the Purpose;

2.1.4 Not divulge the Disclosing Party's Confidential

Information, in whole or part, to any third party and use

its best endeavours to prevent the unauthorised

publication or disclosure of the same;

2.1.5 Use the Disclosing Party's Confidential Information only

for the Purpose and make no commercial use of the

same or any part thereof without the prior written

consent of the Disclosing Party;

2.1.6 Ensure that Representatives are aware of and comply

with the restrictions as to confidentiality and non-

disclosure contained in this NDA;

2.1.7 Upon request by the Disclosing Party, immediately

return or otherwise dispose of the Disclosing Party's

Confidential Information, including all copies or

reproductions of such information.

2.2 The restrictions imposed by Clause 2.1 shall not apply to the

disclosure of any Confidential Information:

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2.2.1 Which is now in, or hereafter comes into, the public

domain without breach of this NDA by the Receiving

Party;

2.2.2 Which the Receiving Party can show either: (a) 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 (b)

to have been developed by or for the Receiving Party at

any time independently of any information disclosed to

it by the Disclosing Party;

2.2.3 Which the Receiving Party obtains from a source other

than the Disclosing Party without breach of this NDA by

the Receiving Party and without any obligation of

confidentiality or non-use towards the Disclosing Party;

2.2.4 Which is hereafter disclosed by the Disclosing Party to a

third party without restriction on disclosure or use;

2.2.5 Which is disclosed by the Receiving Party pursuant to

the requirement of any law or regulation to which theReceiving Party is subject; or

2.2.6 Which is disclosed by the Receiving Party with the prior

written approval of the Disclosing Party

2.3 The restrictions imposed by this Clause 2 shall continue in full

force and effect, notwithstanding the completion of the

Purpose.

3 BREACH OF CONFIDENTIALITY

3.1 The Receiving Party hereby indemnify and holds the Disclosing

Party harmless from and against any direct loss, damages,

costs and expenses which the Disclosing Party may sustain or

incur as a result of any breach of confidentiality by the

Receiving Party, its Group Companies, and/or their respective

directors, officers, employees, agents or subcontractors.

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3.2 The Receiving Party agrees that damages alone would not be

an adequate remedy for any breach of this NDA and

accordingly without prejudice to any other rights or remedies

available, the Disclosing Party shall be entitled to seekinjunctive or other equitable relief to prevent any breach or

threatened breach of this NDA.

4 GENERAL

4.1 In no event shall the Receiving Party be deemed to have

acquired any rights or interest in or to any of the Disclosing

Party's Confidential Information. Such Confidential Information

shall remain the sole and exclusive property of the DisclosingParty.

4.2 The disclosure of Confidential Information by the Disclosing

Party shall not create an obligation on either Party to enter into

any transaction.

4.3 The Disclosing Party does not warrant the accuracy or

completeness of its Confidential Information and all implied

warranties or representations in respect of such Confidential

Information are hereby excluded except pursuant to

representations and warrants that may be made to the

Receiving Party in a definitive agreement for a possible

transaction when as and if executed and be subject to the

provisions thereof provided in a definitive agreement.

4.4 No failure or delay of either Party in exercising any right under

this NDA shall be deemed a waiver of the right. No waiver of

any default on any one occasion shall constitute a waiver of

any subsequent default. No single or partial exercise of any

right shall preclude the further or full exercise of it.

4.5 Save in respect of fraudulent misrepresentation by either Party,

this NDA constitutes the entire agreement between the Parties

relating to its subject matter and supersedes all prioragreements and understandings, whether oral or written. This

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NDA may not be amended unless agreed in writing by

authorised signatories of the Parties.

4.6 This NDA and the rights and obligations hereunder are personal

to the Parties and may not be assigned or otherwise

transferred, in whole or in part, without the prior written

consent of both Parties.

4.7 Any notice to be made by either Party to the other shall be

sufficiently made if sent by prepaid first class registered post or

by facsimile or delivered by hand to the Party to be served at

the address specified at the top of this NDA or such other

address as may be notified in writing by one Party to the other.

Except in the case of delivery by hand, and save for evidence

to the contrary, the notice shall be deemed to have been made

on the day on which such communication ought to have been

delivered in due course of postal or facsimiled communication.

4.8 If any provision of this NDA or any part of such provision is held

invalid or unenforceable, the remainder of this NDA will not be

affected thereby and each remaining provision or part thereof

will be valid and enforceable to the full extent permitted by

law.

4.9 This NDA shall not prevent each Party from entering into a

similar agreement with other parties including those in the

similar business. Neither Party has any obligation under this

agreement to disclose any Confidential Information.

4.10Both Parties hereby agree not to disclose to any third party

either or during any evaluation by the parties: (a) the existence

or contents of this NDA; or (b) the status of any negotiations

between the Parties.

4.11Each Party shall bear its own expenses.

4.12This NDA shall be governed in accordance with the laws of India

and shall be subject to the exclusive jurisdiction of the courts in

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Mumbai. If any dispute, differences and/or claim arising with

respect to this NDA shall be, at the first instance be addressed

through conciliation and in default of any resolution by

conciliation, be submitted to arbitration presided by singlearbitrator. The FTIL shall have sole right to appoint the

Arbitrator. The Arbitration, if any, shall be held at Mumbai and

the proceedings shall be conducted in English. The proceedings

shall be governed by the Arbitration and Conciliation Act, 1996,

as amended from time to time.

Signed for and on behalf of Signed for and on behalf of

Financial Technologies (India) Limited

Name Name

Title Title

Date Date

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ftil std nda mutual 2012

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