This Non-Disclosure Agreement ("agreement" or "terms") specify the legally binding terms and condition that shall govern the disclosure of the confidential information between the buyer and the seller through our website and the services thereof. Both, buyers and sellers are requested and required to read these terms carefully before using the website and services offered by B4TheWedding- [HEREINAFTER "B4THEWEDDING"]. The present non-disclosure agreement shall be guided by and is in strict adherence with the User agreement and privacy policy.
We reserve the right to change the terms of this standard agreement at any time at our discretion and terms regularly.
NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the mutual disclosure of confidential information to each other, Seller (the "Receiving Party") and the Buyer (the "Disclosing Party") agree as follows:
1. Confidential Information and Confidential Materials
"Confidential Information" shall mean any or/and all information, know-how, ideas, designs, documents, concepts, technology, manufacturing processes, industrial, marketing, commercial knowledge, and other materials of a confidential nature and includes but is not limited to, information of a commercial, technical or financial nature which contains amongst other matters, trade secrets, know- how, patent and ancillary information and other proprietary or confidential information, regardless of form, format, media including without limitation any other information that the Disclosing party reasonably believe is "Proprietary" or "Confidential" and if furnished in writing is marked "Proprietary" or "Confidential", showing the date on which it is furnished; or if furnished orally or by means other than in writing is identified at the time it is furnished as Confidential Information and also includes those communicated or obtained through meetings, documents, correspondence or inspection of tangible items, facilities or inspection at any site or place including without limitation:
i)Business plans and data, operations or systems, financial and trading positions;
details of the Disclosing Party's telecommunication network;
ii)Research, development or technical information, confidential andproprietary information on products, intellectual property rights;
iii) Details of customers, suppliers, debtors or creditors;
iv) Information relating to the officers, directors or employees of the
Disclosing Party and its Related Corporations;
v) Marketing information, brochures, printed matter, rates and rate tables;
vi) Formulae, patterns, compilations, programs, devices, methods, techniques, or processes, that derive independent economic value, actual or potential, from not being generally known to the public.
2. Disclosure
Disclosing Party agrees to disclose, and Receiving Party agrees to receive the Confidential Information.
Except as otherwise provided in this Agreement, the Receiving Party shall keep confidential all Confidential Information of the Disclosing Party which:
(a) is disclosed, communicated or delivered to the Receiving Party in furtherance to the Purpose for which the Parties are entering into negotiations/discussions;
(b) comes to the Receiving Party's knowledge or into the Receiving Party's possession in connection with negotiations/discussions towards the Purpose,
Irrespective whether such Confidential Information is received before or after the date of this Agreement.
3. Non-Disclosure & Nonuse
Receiving Party shall not disclose, make use of or disseminate any Confidential Information to third parties for 1 (ONE) year following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as provided below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided Receiving Party shall give Disclosing Party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.
Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Material only to Receiving Party's employees or consultants on a need-to-know basis during execution of the project(s). Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable it to comply with all the provisions of this Agreement.
Confidential Information and Confidential Materials may be disclosed, reproduced, summarized or distributed only in pursuance of Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent commingling.
4. Exclusions from Nondisclosure and Nonuse obligations
Each party's obligations under Clause 4 ("Nondisclosure and Nonuse") with respect to any portion of the other party's Confidential Information shall terminate when the party seeking to avoid its obligation under such Paragraph can document that a disclosure of Confidential Information:
(a) occurred in response to a valid order by a court or other governmental body,
(b) was/is otherwise required by law, or
Such a disclosure as described in this clause 4 shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Receiving Party shall provide prompt written notice within 3 (three) days thereof to enable Disclosing Party to seek a protective order or otherwise prevent such disclosure.
5. Ownership of Confidential Information
Confidential Information shall remain the exclusive property of the disclosing Party. Each party agrees that Confidential Information disclosed hereunder is being received subject to the Disclosing party's ownership rights in such Confidential Information and further, subject to all relevant intellectual and / or proprietary rights of the disclosing party.
Nothing contained in this Agreement shall be deemed to grant to the Receiving Party either directly or by implication, any right, by license or otherwise, under any patent(s), patent applications, copyrights or other intellectual property rights with respect to any Confidential Information of the Disclosing Party nor shall this Agreement grantReceiving Party any rights whatsoever in or to the Disclosing Party's Confidential Information, except the limited right to use and review the Confidential Information as necessary to explore and carry out the proposed Purpose between the Parties.
6. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorized officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.
7. Attorney Fees
If Receiving Party breaches any of the terms and conditions of the contract the attorney's fee shall be borne by the Receiving Party to enforce any rights arising out of or relating to this Agreement, the Disclosing party shall be entitled to recover reasonable attorneys' fees from the Receiving Party.
8. Disputes
The parties must solve their disputes in accordance with the dispute resolution policy mentioned in the "User agreement".
9. Notices
All notices shall be delivered to the other party by uploading them through the dashboard.
10. Severability and Survival of Rights & Obligations
If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
All obligations created by this Agreement shall survive change or termination of the parties' business relationship.
The Receiving Party shall exercise no lesser security or degree of care than that Party applies to its own Confidential Information of an equivalent nature, but in any event not less than the degree of care which a reasonable person with knowledge of the confidential nature of the information would exercise.
11. Employees, Consultants & Contractors
During the course of the contract(s) between Receiving Party and Disclosing Party there may be "Confidential Information" as defined in paragraph 1 (one) of this document disclosed to the employee, contractors, and consultants of Receiving Party.
The employee, contractors, and consultants of Receiving Party shall not during, or at any time after the termination of my employment with the Receiving Party, use for themselves or others, or disclose or divulge to others any trade secrets, confidential information, or any other data of the Company in violation of this agreement.
Upon the termination of employment from the Receiving Party, the employee, contractors, and consultants shall return to the Receiving Party all documents relating to the company, including but not necessarily limited to: drawings, blueprints, reports, manuals, correspondence, customer lists, computer programs, and all other materials and all copies thereof relating in any way to the contracts with Receiving Party, or in any way obtained by them during the course of the contract with Disclosing Party.
Receiving Party further agrees to notify current, future or prospective employee of the existence of this agreement and ensure compliance with this agreement according to the generally acceptable best practices for handling confidential information.
12. No Partnership or Agency
This Agreement is not intended to constitute, create, give effect to, or otherwise recognize a joint venture, partnership or formal business entity of any kind and the rights and obligations of the Parties shall be limited to those expressed set forth herein. Any exchange of Confidential Information under this Agreement shall not be deemed as constituting any offer, acceptance, or promise of any further contract or amendment to any contract that may exist between the Parties. Nothing herein shall be construed as providing for the sharing of profits or losses arising out of the efforts or either or both parties. Receiving Party shall act as an independent contractor and not as an agent of the Disclosing Party for any purpose whatsoever and Receiving Party shall have any authority to bind the other Party.
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