NOW THEREFORE, in consideration of the premises and mutual agreements and covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:
(A) it shall keep and maintain all Confidential Information of the Disclosing Party in strict confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure;
(B) it shall use and disclose Confidential Information of the Disclosing Party solely for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement, and shall not use or disclose Confidential Information for its own purposes or for the benefit of anyone other than the Disclosing Party
Notwithstanding anything to the contrary in the Agreement, Confidential Information does not include information that (i) is lawfully made available to the general public, (ii) is or becomes generally known to the public not as a result of a disclosure by the Receiving Party, (iii) is rightfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party, (iv) is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party, or (v) is received by the Receiving Party in good faith and without restriction from a third party not under a confidentiality obligation to the Disclosing Party and having the right to make such disclosure. The foregoing exceptions do not apply to the disclosure of Personal Information, which will not be disclosed without Disclosing Party’s prior written consent unless required by law. If
In addition to the foregoing, Receiving Party agrees that in the event of a Security Incident, Disclosing Party will have the sole right to determine (i) whether notice is to be provided to any individuals, regulators, law enforcement agencies, consumer reporting agencies, or others as required by law, or in Disclosing Party’s discretion; and (ii) the contents of such notice, whether any type of remediation may be offered to affected persons, and the nature and extent of any such remediation. Upon the completion of an investigation, as referred to in subsection (b) above, if it is concluded that the relevant Security Incident resulted from a breach, noncompliance, default, or misconduct by Receiving Party, any such notice or remediation will be at Receiving Party’s sole cost
Data. (A) All Disclosing Party Data is, will be and will remain the property of Disclosing Party or its designees and will be deemed Confidential Information of such parties. Disclosing Party or such designees will have all right, title and interest in and to, including worldwide ownership of trade secret rights, copyrights, patents and other proprietary rights in the Disclosing Party Data and all copies thereof.
(B) At Receiving Party’s expense, Receiving Party shall promptly notify Disclosing Party and correct any errors or inaccuracies in the Disclosing Party Data and the reports delivered to Disclosing Party under this Agreement, to the extent caused by Receiving Party
(C) Upon prior written request by Disclosing Party at any time during this Agreement and upon expiration or termination of this Agreement Receiving Party shall (i) promptly return to Disclosing Party, in the format and on the media requested by Disclosing Party, all or any part of the Disclosing Party Data then-existing with the Receiving Party in tangible form, and (ii) promptly eradicate or destroy all or any part of the Disclosing Party Data in Receiving Party’s possession, in each case to the extent so requested by Disclosing Party. Any archival tapes containing the Disclosing Party Data shall be used by Receiving Party solely for back-up purposes or until termination of the Engagement Schedule or this Agreement, whichever is earlier.
2. Confidential Information. “Confidential Information” in this Agreement means all information and any idea in whatever form, tangible or intangible, whether disclosed to or learned by the Receiving Party, pertaining in any manner to the business of the Disclosing Party or to the Disclosing Party’s affiliates, subsidiaries, customers, consultants or business associates, whether in written, oral, encoded, graphic, magnetic, electronic or in any other tangible or intangible form, and whether or not labeled as confidential by the Disclosing Party or otherwise provided by the Disclosing Party. “Confidential Information” includes, without limitation, the following: (a) schematics, techniques, employee suggestions, development tools and processes, computer printouts, computer programs, design
drawings and manuals, and improvements; (b) information about costs, profits, markets and sales; (c) plans for future development and new product concepts; and (d) all documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be given to the Receiving Party by the Disclosing Party, as well as written or verbal instructions or comments.
5. Non-circumvention. Till the agreement executed between the parties is in force, the Receiving Party and its officers and directors, separately and individually, will not make any effort to circumvent the terms of this Agreement in an attempt to gain the benefits or considerations granted to it under the Agreement by taking any actions to indirectly gain the benefits of the Confidential Information, including
but not limited to contracting directly with any client of the other party which Disclosing Party has identified as having access to the Confidential Information, or (b) hiring or contracting with any present or future employee or independent contractor of Disclosing Party.
The arbitration shall be conducted before an arbitral tribunal composed of three arbitrators. 2 to be nominated by the Parties respective and the third arbitrator to be appointed jointly by the two arbitrators If any Party does not nominate an arbitrator or if the two arbitrators cannot agree on the choice of the third arbitrator, then such un-appointed arbitrator shall be appointed in accordance with the Indian Arbitration and Conciliation Act and rules.