THIS NON-DISCLOSURE UNDERTAKING shall be effective from the date of its acceptance/confirmation(“Effective Date”), submitted through an electronic mode on the website/web-portal of Persistent Systems Ltd.
- Purpose: Persistent Systems Limited (“Disclosing Party”) wish to conduct certain industry level technical training sessions, exclusively for the female candidates who were on a break and are looking to return to their professional career in tech industry and I (“Receiving Party”) wish to participate in such industry level technical training sessions.
- Confidential Information: Confidential information shall mean any information disclosed by Disclosing Party to the Receiving Party, in any form whether tangible or intangible, including without limitation documents, business plans, source code, software, technical/ financial/ marketing/ customer/ business information, specifications, analysis, designs, drawings, data, computer programs, any information relating to personnel or affiliates of a Disclosing Party and include information disclosed by third parties at the direction of a Disclosing Party and marked as confidential within 15 days of such disclosure. If any information is disclosed orally, it shall at the time of disclosure be identified as confidential to the Receiving Party to qualify it as Confidential Information. Confidential Information shall however, exclude any information which (i) is/ was publicly known or comes into public domain without any breach of this Undertaking; (ii) is received by the Receiving Party from a third party, without breach by the Receiving Party or such third party of this Undertaking or any other confidentiality or non-use obligation towards Disclosing Party; (iii) was already in the lawful possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (iv) is permitted for disclosure by the Disclosing Party in writing; (v) independently developed by the Receiving Party without the use of Confidential Information disclosed by Disclosing Party; (vi) is required to be disclosed by the Receiving Party pursuant to any order or requirement from court, administrative or governmental agency, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such order or requirement and an opportunity to contest or seek an appropriate protective order.
- Non-use and Non-disclosure: The Receiving Party agrees not to use any Confidential Information for any purpose except defined hereinabove. Receiving Party agrees not to disclose any Confidential Information to third parties or to its personnel. The Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party’s Confidential Information and which are provided to the Receiving Party hereunder.
- Maintenance of Confidentiality Information: The Receiving Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid unauthorized disclosure and use of the Confidential Information and shall take at least those measures that Receiving Party takes to protect its own Confidential Information and shall ensure that if any information is required to be disclosed to any third party (on a need to know basis) then , prior to any disclosure of Confidential Information to such third party, Receiving Party shall obtain prior consent of Disclosing Party and Receiving Party as the principal party shall be responsible and held liable for breach of confidentiality of any of the Confidential Information by such third party. The Receiving Party shall not make copies of Confidential Information unless the same are reasonably necessary. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information and reasonably support Disclosing Party in taking necessary remedial action.
- No Obligation: Nothing herein shall obligate either Party to proceed with any transaction between them nor to disclose the Confidential Information, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Undertaking concerning the business opportunity. This Undertaking shall not create any partnership or other binding business relationship between the Parties.
- No Warranty: ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
- Return/ Destruction: All Confidential Information and all copies thereof which are in the possession of the Receiving Party shall be promptly returned to the Disclosing Party on demand or destroyed in the manner so specified.
- No License: Nothing in this Undertaking is intended to grant any rights to either party under any intellectual property rights, mask work rights of Company, nor shall this Undertaking grant Receiving Party any rights in or to Confidential Information, except as expressly set forth herein.
- Term: The term of this Undertaking shall be one (1) year from the Effective Date. The obligations stated in this Undertaking shall survive for three (3) year post termination by 30 days’ written notice or expiry of the Undertaking.
- Remedies: The Receiving Party agrees that any violation of this Undertaking will cause irreparable injury to the Disclosing Party, entitling the Disclosing Party to obtain injunctive relief in addition to all legal remedies.
- Miscellaneous: This Undertaking shall be governed by the laws of India, without reference to conflict of laws principles and shall be subject to jurisdiction of courts in Pune, India. This Undertaking by the Receiving Party with respect to the subject matter hereof shall supersedes all prior commitments/ understanding/undertakings in this regard. This Undertaking may not be amended, nor any obligation waived, except by way of changes agreed mutually by the parties in this regard.. This Undertaking is executed and confirmed in several counterparts (physical or electronic form), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.