MUTUAL NON-DISCLOSURE AGREEMENT (NDA), NON-COMPETE AGREEMENT (NCA), NON-POACHING AGREEMENT (NPA)
THIS AGREEMENT is made on
[Todays Date - Filling of the Demo Request Form]
1. Sports Zeal Systems Pvt Ltd (Co-founders - Sunil Kumar Omar & Jeevan Chaukar) (Party-1)
FL 15, BLD-J, DWARKADEESH RES, S NO 120(P), P-SAUDAGAR CHD, PUNE-411027, MH, INDIA
2. [Demo Requestee and designated points of contacts/ relevant associates/ entities/ organisation/ company who either work for or are associated with them on ad-hoc / part time or full-time basis] (Party-2)
Address of Demo Requestee
collectively referred to as the "Parties".
In connection with the “Business Purpose” described below, Party-1 (Owners of the Idea / business / Intellectual property under the flagship of Sports Zeal Systems, mysportclubz.com & Related Businesses / Ideas) and Party-2may exchange certain Trade Secrets or Confidential Information. For and in consideration of these disclosures, the undersigned parties agree to the following terms.
This agreement binds either party not to discuss / share this idea / related data of any kind partly or fully with anybody else in any manner / medium / format at all. Doing so will be ethically wrong and liable to legal action.
This agreement prevents the Party-2 from working on same or similar idea with significant overlapping concepts/functionality with any current or potential competitors of Party-1.
At the same time, Party-1 also is prevented from using any original concepts or business ideas coming from Party-2 and from sharing any of these with any potential competitors of Party-2.
Party-1 can continue selling its existing services/platform mysportclubz.com to any other organisations as long as it is not specifically/exclusively developed for Party-2 under a paid project with specific agreement.
Party-2 can continue working with any other organisations as their partners or vendors for anything else as long as it doesn’t compete with what services/platform/products/applications Party-1 is providing.
It also prevents either party from using the specific idea/knowledge discussed between the parties to compete against each other in any manner - direct or indirect.
This agreement states that either party shall not indulge in direct hiring/poaching of any kind or in any manner or any personal business with recipient team resources. Hiring approach from either party will not be entertained by the other party.
Either party must not indulge in copying or re-engineering of the software code or know-how of the idea, product, business, data, methods, or information of any kind and create a competitive software, product or method for any purpose for at least 10 years or during the period of collaboration whichever comes later.
Either party will designate points of contact for maintaining the relationship with each other as necessary. Any changes in the responsible person will be promptly informed and acknowledged by either party.
Communication between the parties will be handled by the designated points of contact unless stated otherwise.
Either Party is entitled to use any of the resources (including designated point of contact or any other suitable resources deemed fit for the occasion/piece of work) to represent them as own team members/colleagues in front of their respective customers. This will be agreed with each other on a case-by-case basis.
In such cases, either party will have full access to control and carry out technical, quality, time, delivery related discussions directly to the resources of the other party for a meaningful and faster collaboration. It is necessary to keep higher management of either parties informed in such case.
Business Purpose: To discuss & share ideas, product plan, business plan, and Business relationship, Joint Development of New Solutions (specific to sports or any other purpose), Company’s know-how, Data Sharing, Data Entry, Capability Design & Development, Client Database & Relationships, Methods, Website & Application – iOS / Android application capability, IoT, ML, AI product & applications, codes, any formal documents or business communication through email/WhatsApp, Joint Events Organisation etc. everything that constitutes under usual business working day.
(a) Owner means the party disclosing Proprietary Information to the other party to this Mutual NDA/NCA/NPA.
(b) Recipient means the party who receives Proprietary Information under this Mutual NDA/NCA/NPA, including Authorized Persons.
(c) Authorized Person means Recipient’s or its Affiliate’s employees, officers, legal counsel, members of Recipient's board of directors or supervisory board, and independent contractors, each of whom Recipient requires to comply with the obligations of Recipient under this Mutual NDA/NCA/NPA.
(d) Affiliate means any entity controlled by, under common control with, or controlling Recipient through voting stock or its board of directors or other supervisory board.
(e) Proprietary Information means Trade Secrets and Confidential Information of the Owner (or of a third party providing such information to the Owner).
(f) Confidential Information means information, other than Trade Secrets, that is of value to its Owner (or a third party providing such information to Owner) and is treated as confidential.
(g) Third Party means any person other than an Authorized Person.
2. Validity Period:
The validity of this NDA and NCA shall commence on the “Effective Date” (as defined below) and continue thereafter for minimum of ten (10) years or till the formal end of relationship between the parties (that requires written consent from either Party) whichever is longer.
3. Proprietary Information.
Recipient agrees to hold all Proprietary Information in trust and confidence and will not at any time, directly or indirectly, furnish or divulge any of the Proprietary Information to a Third Party. Recipient shall exercise reasonable care to prevent disclosure of the Proprietary Information to a Third Party. Recipient may only disclose the Proprietary Information to an Authorized Person with a need to know such information in connection with the Business Purpose.
Recipient shall not exploit or attempt to exploit in any way or manner whatsoever the Proprietary Information for its own private benefit or for the benefit of any person, firm or entity other than the Owner.
Recipient shall notify the Owner immediately upon discovery of any unauthorized use or disclosure of the Proprietary Information.
The obligations under this Mutual NDA/NCA do not apply if and to the extent Recipient establishes that: (i) The information disclosed to Recipient was already known to Recipient, without obligation to keep it confidential, at the time of its receipt from Owner, as evidenced by documents in the possession of Recipient prepared or received prior to disclosure of such information;
(ii) The information was received by Recipient in good faith from a third party lawfully in possession thereof without obligation to keep such information confidential and without requiring Recipient to keep the information confidential;
(iii) The information was publicly known at the time of its receipt by Recipient or has become publicly known other than by a breach of this Mutual NDA/NCA,
(iv) The information was independently developed by Recipient without use of Owner’s Proprietary Information, or
(v) The information is required to be disclosed by applicable statute or regulation or by judicial or administrative process, provided that Recipient shall use reasonable efforts under the circumstances to notify the Owner of such requirement so as to provide the Owner the opportunity to obtain such protective orders or other relief as the compelling Court or other entity may grant.
Recipient will not make copies of any written Proprietary Information except as required in connection with the Business Purpose.
If the Proprietary Information comprises software, then Recipient shall not copy, reverse engineer, or decompile such software.
At the conclusion of the discussions between the parties regarding the Business Purpose, or upon demand by either party, all Proprietary Information in Recipient’s possession or control shall be returned to the Owner or destroyed by Recipient.
Recipient acknowledges and agrees that its obligations under this Mutual NDA/NCA with regard to the Trade Secrets shall remain in effect for as long as such information remains a trade secret under applicable law. Recipient acknowledges that its obligations with regard to Confidential Information shall remain in effect for ten (10) years after the Confidential Information is disclosed to Recipient.
Recipient acknowledges and agrees that the Proprietary Information of Owner is the sole and exclusive property of Owner (or a third party providing such information to Owner) and that Owner (or a third party providing such information to Owner) owns all worldwide copyrights, trade secret rights, confidential and proprietary information rights, and all other proprietary rights therein. Recipient acknowledges and agrees that the disclosure of the Proprietary Information to Recipient does not confer upon Recipient any license, interest or rights of any kind in or to the Proprietary Information.
Warranty Disclaimer. CONFIDENTIAL INFORMATION ARE PROVIDED AS IS WITHOUT ANY WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
Recipient acknowledges and agrees that the remedies at law for breach of any covenant in this Mutual NDA/NCA/NPA may be inadequate and that Owner shall be entitled to injunctive relief for any breach of this Mutual NDA/NCA/NPA by Recipient. Nothing herein shall be construed as limiting Owner’s right to any other remedies at law, including the recovery of damages for breach of this Mutual NDA/NCA/NPA.
6. Governing Law.
This Mutual NDA/NCA/NPA shall be governed by and construed and interpreted in accordance with the laws of state of <<<Pune, Maharashtra, India>>>, without giving effect to its conflict of law rules. Any legal matter will have to be handled in Pune Jurisdiction.
7. Counterparts; Signatures.
This Mutual NDA/NCA/NPA may be executed in several counterparts and all counterparts so executed shall constitute the agreement of the parties notwithstanding that they are not signatory to the original or to the same counterpart. A counterpart may be delivered via telecopy/email and the telecopy/email received will be deemed to be an original.
8. Entire Agreement.
This Mutual NDA/NCA/NPA expresses the sole and entire agreement between the parties with respect to the exchange of Proprietary Information along with non-competition and non-poaching between the parties in connection with the Business Purpose and supersedes all prior discussions, representations, agreements and understandings regarding the disclosure of Proprietary Information in connection the Business Purpose. This Mutual NDA/NCA shall inure to the benefit of each party and any of their respective successors.
The parties have caused this Mutual NDA/NCA/NPA to be executed by their authorized representatives.