Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (“Agreement”) is entered into by and between the entity you represent (“Company”) and Tata Consultancy Services Limited, a company registered under the laws of the Republic of India with its office at TCS House, Raveline Street, 21 D. Sukhadwala Road, Azad Maidan, Fort, Mumbai, Maharashtra 400 001 (India) (“TCS”). You represent and warrant that you have the legal authority to bind your Company to the terms of this Agreement. By accessing, downloading, activating or using all or any part of the Confidential Information (defined below), or by clicking and/or checking an “I Agree” or similar button or check box presented with this Agreement, Company is consenting to be bound by the terms of this Agreement, the date of which is this Agreement’s effective date. TCS and Company are individually referred to herein as a “Party,” and collectively as the “Parties.”
In consideration of the covenants and conditions set forth herein, TCS and Company hereby agree to the following:
1. Purpose
The Parties wish to explore a business opportunity of mutual interest relating Digitate™, a product division of TCS (“Opportunity”). In connection with this Opportunity, each Party may disclose to the other certain confidential technical and/or business information that the disclosing Party (“Disclosing Party”) desires the receiving Party and its affiliates, employees, subcontractors and agents (collectively, “Receiving Party”) to treat as confidential.
2. Confidential Information
A. Definition. “Confidential Information” means any and all proprietary or confidential information of either Party that is: (i) marked as confidential or proprietary; or (ii) reasonably understood to be confidential given the nature of the information and the circumstances of disclosure, including, but not limited to, personal data, all intellectual property, designs, drawings, plans, formulae, techniques, algorithms, patterns, processes, compilations, methods, systems, new product or technology information, software programs, source code, software source documents, cloud solutions, passwords, pass codes, security procedures, manufacturing, development, marketing techniques, business strategies and development plans, supplier information, associated relevant information pertaining to a Party’s accounting, sales, transactions, finances, customers, suppliers, financial analysis, financial processes, financial reporting, personnel, human resources records, and other relevant business information that is not otherwise generally available and which each Party regards as confidential and/or proprietary, including relevant third-party information held in confidence by a Party and any other information of a similar nature, whether or not reduced to writing or other tangible form, and all such confidential and/or proprietary information disclosed prior to this Agreement’s effective date.
B. Exceptions. Confidential Information shall not include any information which: (i) is or becomes publicly available other than by breach of this Agreement; (ii) is known to, or rightfully in the possession of, the Receiving Party at the time of disclosure without breach or violation of any confidentiality agreement, as shown by the Receiving Party’s then-contemporaneous files and records kept in the ordinary course of business; (iii) thereafter becomes known to or comes into possession of the Receiving Party from a third party that is not under any obligation of confidentiality to the Disclosing Party and is lawfully in the possession of such information; or (iv) is developed by the Receiving Party independent of any disclosures made by the Disclosing Party to the Receiving Party.
C. Compelled Disclosure. If the Receiving Party becomes legally compelled to disclose Confidential Information to comply with any law, regulation, or order of court or governmental authority, the Receiving Party will provide the Disclosing Party prompt written notice of such required disclosure and will assist the Disclosing Party in seeking a protective order or other appropriate remedy. If the Disclosing Party waives compliance with this Agreement or fails to obtain a protective order or other remedy, then the Receiving Party will furnish only that portion of the Confidential Information that is legally required to be disclosed, provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
3. Non-Use; Non-Disclosure Obligations.
A. The Receiving Party shall not use any Confidential Information for any purpose except as necessary to participate in the Opportunity. The Receiving Party shall not disclose any Confidential Information or permit any Confidential Information to be disclosed, either directly or indirectly, to a third party without the Disclosing Party’s prior written consent. In the event the Disclosing Party provides such written consent, the Receiving Party shall assure that the third party receiving Confidential Information shall be informed of the information’s confidential nature and will agree to be bound in writing by terms and conditions substantially similar to those in this Agreement. Without limiting the foregoing, the Receiving Party shall take at least those measures or greater that it employs to protect its own most highly confidential information and in no event less than reasonable care. The Receiving Party shall take reasonable precautions to prevent any unauthorized use, reproduction or disclosure of Confidential Information, except that the Receiving Party may disclose Confidential Information or portions thereof to those of its directors, officers and employees and representatives of its affiliates and agents (collectively, “Representatives”) with a need to know such information in order to further the Opportunity. Any Representative receiving Confidential Information shall be informed of the information’s confidential nature and will agree to be bound in writing by terms and conditions substantially similar to those in this Agreement.
B. The Receiving Party shall not reverse engineer, disassemble, or decompile any prototype, software, or other tangible object that embodies any of the Disclosing Party’s Confidential Information.
C. The Receiving Party shall not use, incorporate, or allow the use of any Confidential Information of the Disclosing Party for training, fine-tuning, or optimizing any artificial intelligence, machine learning, large language model, or other similar algorithmic system, whether proprietary or third-party, and neither shall Confidential Information be uploaded, processed, or disclosed to any such system or model without the express written consent of the Disclosing Party. This prohibition includes, but is not limited to, using Confidential Information as input data, training data, or for any form of model development or enhancement that could lead to the unintended disclosure or inference of Confidential Information by an artificial intelligence system.
D. The Receiving Party agrees to be responsible for any breach of this Agreement by it or its Representatives.
4. Term of Agreement; Return of Confidential Information.
Either Party may terminate this Agreement, at its sole discretion, at any time upon written notice to the other Party. Upon termination of the Agreement, or written request by the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party all copies of any Confidential Information in its possession or in the possession of its Representatives, and it will destroy all copies of any analyses, compilations, studies or other documents prepared by the Receiving Party containing, relying upon, or reflecting any Confidential Information of the Disclosing Party. Unless otherwise required by a regulatory body mandating a specific period of information retention, neither Party shall be entitled to retain the other Party’s Confidential Information in any form of media, even if only for archival purposes. The Receiving Party shall be bound by this Agreement’s obligations of confidentiality so long as this Agreement is in effect, but no less than for a period of three (3) years from the date of disclosure of the Confidential Information, despite any termination and/or return or destruction of Confidential Information that occurs before the expiration of that three (3) year period; provided that the Parties obligations under this Agreement with respect to any trade secret and non-public intellectual property shall survive until the trade secret information no longer qualifies as a trade secret and the non-public intellectual property becomes public.
5. Injunctive Relief.
Each Party recognizes that wrongful disclosure of Confidential Information and violation or threatened violation of this Agreement may cause great and irreparable damage to the Disclosing Party. In such a case, money damages may be inadequate to compensate the Disclosing Party. Accordingly, in addition to any and all other remedies the Disclosing Party may have at law or equity against the Receiving Party for enforcement of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief without showing or proving actual damage.
6. No Announcement or Publicity.
The Parties and their Representatives, whether or not the Representatives that have personally received Confidential Information, agree not to issue public statements, press releases or other publicity relating to the existence or nonexistence of this Agreement, including without limitation any of its terms or conditions, or the existence or nonexistence of any actual or potential business discussions between the Parties, including without limitation the status, substance, or goals of any such discussions. In addition, the Parties agree not to use or reference each other’s name, identifying marks, logos, trademarks or trade names without prior written consent of an appropriate officer of the Party that owns such name, mark or logo.
7. No Obligation or Agency; Ownership.
Nothing in this Agreement shall be read to imply or require the establishment or existence of a formal business relationship between the Parties. The Parties agree that, except as otherwise expressly agreed in writing between them: (a) Confidential Information is provided “AS IS” and without warranty; and (b) all Confidential Information disclosed or exchanged between the Disclosing Party and the Receiving Party remains the property of the Disclosing Party and no license or right is granted or implied by either Party to the Confidential Information, including under any patent, patent application, trademark, copyright, software or trade secret. The Parties agree to comply with all applicable export control laws. The Parties agree that this Agreement in no way creates any agency or partnership relationship between them.
8. Feedback.
Any ideas, suggestions, guidance or other information offered by the Receiving Party relating to a disclosure by the Disclosing Party, and any intellectual property rights relating to the same, shall be collectively deemed “Feedback.” The Parties agree that the Disclosing Party owns all Feedback, and the Receiving Party agrees to assign and hereby assigns to the Disclosing Party all of its right, title, and interest in and to such Feedback. To the extent that the foregoing assignment is ineffective for whatever reason, the Receiving Party agrees to grant and hereby grants to the Disclosing Party a perpetual, irrevocable, royalty free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction.
9. Governing Law and Venue.
This Agreement has been entered into for the benefit of the Parties, and either Party may institute appropriate proceedings against the other Party to enforce its rights hereunder. This Agreement will be governed by and construed in accordance with the laws of the State of New York, including the decisional law of the federal and state courts therein and excluding that body of law pertaining to conflict of law, and the Parties hereby irrevocably consent to the personal jurisdiction and venue of New York. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. Claims shall be heard by a panel of three arbitrators. Within thirty (30) days after commencement of a claim or controversy, each Party shall select one person to act as arbitrator, and the two selected arbitrators shall select a third arbitrator within thirty (30) days of their appointment. If the arbitrators selected by each Party are unable or fail to agree upon a third arbitrator, the third arbitrator shall be selected by the AAA. The arbitrators shall be neutral and shall be attorneys with at least fifteen (15) years’ experience or a former judge. The place of arbitration shall be New York, New York. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing Party’s actual damages. Neither Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties.
10. Miscellaneous.
This Agreement will be binding on and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party, however, shall assign this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld. Any assignment or transfer of this Agreement in violation of the foregoing shall be null and void. This Agreement contains the complete, entire and final agreement between the Parties with respect to the subject matter hereof and supersedes all prior written and oral agreements between them regarding the Opportunity. This Agreement may not be amended, modified, nor any obligation waived, except in a writing signed by both Parties. A Party’s failure to enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this Agreement. Each Party recognizes that the other Party (including certain of its affiliates) may be engaged in research, development, production, marketing, licensing and/or sale of similar services or products that may be competitive with the other Party and may display the same or similar functionality as disclosed in the Confidential Information. Nothing in this Agreement shall be construed to prevent either Party from engaging independently in such activities, provided that it does not use Confidential Information of the other to do so. The Parties represent and warrant that the person executing this Agreement on their behalf has the express authority to do so, and, in so doing, binds the Party hereto. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect. The Parties may execute this Agreement in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement. This Agreement may be delivered by electronic transmission, and electronic copies of executed signature pages shall be binding as originals.
Version: Mutual Non-Disclosure Agreement, V2.0
Release Date: Sept 15, 2025
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