MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement ("Agreement") is entered into under the Indian Contract Act, 1872, by and between the party initiating communication ("Disclosing/Receiving Party") and Machine Tool Designs & Controls, having its principal office at A10 New Sonal Industrial Estate, Saki Vihar Road, Powai, Mumbai - 400072 ("MTDC").
1. PURPOSE
The Parties wish to evaluate a potential business relationship concerning precision engineering, gear drive design, heavy fabrication, and third-party CMM inspection services (the "Purpose"). In connection with this, the Parties may share proprietary technical designs, drawings, CAD files, 3D models, and business data.
2. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" refers to any technical, financial, or business information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party"), whether orally or in writing, including CAD drawings, 3D models, pricing schedules, process designs, material specifications, and client blueprints.
3. DUTIES & PROTECTION OBLIGATIONS
The Receiving Party agrees to hold Confidential Information in strict confidence and use it solely for the Purpose under a 3-year term.
4. EXCEPTIONS TO CONFIDENTIALITY
Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already in the Receiving Party's possession prior to disclosure without restriction; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without breach of confidentiality.
5. TERM & SURVIVAL
The obligations of confidentiality under this Agreement shall survive for a period of three (3) years from the date of disclosure. Either Party may terminate this Agreement at any time upon thirty (30) days' written notice, but such termination shall not affect obligations regarding Confidential Information disclosed prior to termination.
6. RETURN & DESTRUCTION OF MATERIALS
Upon written request or termination of discussions, the Receiving Party shall promptly return or destroy all physical documents, CAD files, and copies containing Confidential Information, providing written certification of destruction upon request.
7. NO WARRANTY & NO LICENSE
All Confidential Information is provided "AS IS" without warranty of any kind. Nothing in this Agreement grants or implies any license, patent, copyright, or trademark ownership rights to the Receiving Party.
8. GOVERNING LAW & EXCLUSIVE JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of India under the exclusive jurisdiction of the competent courts in Mumbai, Maharashtra, India.