Terms And Conditions
CONFIDENTIAL INFORMATION AND MATERIALS
“Confidential Information” shall mean any nonpublic information that the client specifically marks and designates, either orally or in writing, as confidential or which, under the circumstances surrounding the disclosure, ought to be treated as confidential or which the Joykal Infotech LLP creates or produces in the course of performing services for the client.
“Confidential Information” includes, but is not limited to, product schematics or drawings, descriptive material, specifications, software (source code or object code), sales and customer information, the Client’s business policies or practices, information received from others that the Client is obligated to treat as confidential and other materials and information of a confidential nature.
“Confidential Information” shall not include any materials or information which the Joykal Infotech LLP shows at the time of disclosure generally known by or available to the public or became so known or available thereafter through no fault of the Joykal Infotech LLP
“Confidential Materials” shall mean all tangible materials containing confidential information, including without limitation drawings, schematics, written or printed documents, computer disks, tapes, and compact disks (CD), whether machine or user readable.
Joykal Infotech LLP shall not disclose any Confidential Information to third parties without the prior written authorization of the Client. Notwithstanding the foregoing, Joykal Infotech LLP shall not at any time disclose to any third party any Confidential Information comprising a trade secret of the Client or any Confidential Information of any other party to whom the Client owes an obligation. However, Joykal Infotech LLP may disclose Confidential Information in accordance with judicial or other governmental orders, provided Joykal Infotech LLP shall give the Client reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.
Joykal Infotech LLP shall not use any Confidential Information or Confidential Materials of the Client for any purposes except those expressly contemplated hereby or as authorized by the Client.
Joykal Infotech LLP shall take reasonable security precautions, which shall in any event be as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information. Joykal Infotech LLP may disclose Confidential Information or Confidential Materials only to Joykal Infotech LLP’s employees or consultants on a need-to-know basis. Joykal Infotech LLP shall instruct all employees given access to the information to maintain confidentiality and to refrain from making unauthorized copies. Joykal Infotech LLP shall maintain appropriate written agreements with its employees, consultants, parent, subsidiaries, affiliates or related parties, who receive, or have access to, Confidential Information sufficient to enable it to comply with the terms of this Agreement.
Confidential Information and Confidential Materials may be disclosed, reproduced, summarized or distributed only in pursuance of Joykal Infotech LLP’s business relationship with the Client, and only as otherwise provided hereunder. Joykal Infotech LLP agrees to segregate all such Confidential Materials from the confidential materials of others to prevent commingling.
RIGHTS AND REMEDIES
Joykal Infotech LLP shall notify the Client immediately upon discovery of any unauthorized use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Joykal Infotech LLP, and will cooperate with the Client in every reasonable way to help the Client regain possession of the Confidential Information and/or Confidential Materials and prevent further unauthorized use or disclosure.
Joykal Infotech LLP shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials then in Joykal Infotech LLP’ possession or control at the Client’s request or, at the Client’s option, certify destruction of the same.
Joykal Infotech LLP acknowledges that monetary damages may not be a sufficient remedy for damages resulting from the unauthorized disclosure of Confidential Information and that the Client shall be entitled, without waiving any other rights or remedies, to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
The Client may visit Joykal Infotech LLP’ premises, with reasonable prior notice and during normal business hours, to review Joykal Infotech LLP’ compliance with the terms of this Agreement.
All Confidential Information and Confidential Materials are and shall remain the sole and exclusive property of the Client. By disclosing information to Joykal Infotech LLP, the Client does not grant any express or implied right to Joykal Infotech LLP to or under the Client patents, copyrights, trademarks, or trade secret information.
All Confidential Information and Materials are provided “AS IS” and the Client makes no warranty regarding the accuracy or reliability of such information or materials. The Client does not warrant that it will release any product concerning which information has been disclosed as a part of the Confidential Information or Confidential Materials. The Client will not be liable for any expenses or losses incurred or any action undertaken by the Joykal Infotech LLP as a result of the receipt of Confidential Information or Confidential Materials. The entire risk arising out of the use of the Confidential Information and Confidential Materials remains with the Joykal Infotech LLP.
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 the Client, its agents, or employees but only by an instrument in writing signed by an authorized officer of the Client. 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. Failure of either party to enforce any provision of this Agreement shall not constitute waiver of such provision or any other provisions of this Agreement.
If any action at law or in equity is necessary to enforce or interpret the rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which it may be entitled.
This Agreement shall be construed and governed by the laws of India, and both parties further consent to jurisdiction by the courts sitting in the State of West Bengal.
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. Should any of the obligations of this Agreement be found illegal or unenforceable as being too broad with respect to the duration, scope or subject matter thereof, such obligations shall be deemed and construed to be reduced to the maximum duration, scope or subject matter allowable by law.
All obligations created by this Agreement shall survive change or termination of the parties’ business relationship.