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NCND

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IN CASE YOU DO NOT AGREE TO ANY TERMS IN THE NCND, PLEASE DO NOT REGISTER OR USE THIS WEBSITE.

REGISTRATION & USAGE OF THIS WEBSITE AUTOMATICALLY MEANS ACCEPTANCE OF THE LAID OUT TERMS HEREIN.

NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT

This agreement(NCND) is on behalf of TOPSTRATA CONSULTING, having its Registered Office at 301 Manjusha chambers, 12 Saini enclave LSC, Delhi 110092 INDIA. hereinafter referred as  the "TSC"; and the registered user/member hereinafter referred to as the "Member".

RECITALS

  1. The Member understands that TSC or its associates may or may not disclose information relating to a Project / Finance / Loan/ Order/ Quotation/ Application/ Form/ or any such data and any other internal activity information, which to the extent previously, presently, or subsequently disclosed to the Member is hereinafter referred to as "Proprietary Information" of TSC.
     

OPERATIVE PROVISIONS

  1. In consideration of the disclosure of Proprietary Information by TSC, the Member hereby agrees:
    (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Member employs with respect to their own confidential materials),
    (ii) not to disclose any such Proprietary Information or any information derived herein from discussions or groups or directly via communication with TSC or its staff to any third person unless specifically informed with TSC and seek written approval from them via email or in some cases due to urgency via text or whatsapp,
    (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate within the limits of the project or work in question, or for any projects that may require such information and with the knowledge and consent of TSC, and
    (iv) not to copy or reverse engineer any such Proprietary Information. The Member shall ensure that their employees, agents and sub-contractors, associates to whom Proprietary Information is disclosed or who have access to Proprietary Information also understand and abide by the nondisclosure policy or similar agreement in content substantially similar to this Agreement.

  2. Without granting any right or license, TSC agrees that the foregoing shall not apply with respect to any information after the period of one year (1 year) following the disclosure thereof or any information that the Member can document
    (i) is or becomes (through no improper action or inaction by the Member or any affiliate, agent, consultant or employee) generally available to the public, or
    (ii) was in its possession or known by it prior to receipt from TSC as evidenced in writing, except to the extent that such information was unlawfully appropriated, or
    (iii) was rightfully disclosed to it by a third party, or
    (iv) was independently developed without use of any Proprietary Information of the TSC. The Member may make disclosures required by law or court order provided the Member uses diligent reasonable efforts to limit disclosure and has allowed TSC to seek a protective order.

  3. Immediately upon the written request by TSC at any time, the Member will return to TSC all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate and does not need to be verified or vouched except for verbal declaration, since it may not be possible to confirm in many electronic communications.

  4. The Member understands that nothing herein
    (i) requires the disclosure of any Proprietary Information or
    (ii) requires TSC to not proceed with any transaction or relationship.

  5. The Member further acknowledges and agrees that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by TSC, or by any of its respective owners, directors, officers, employees, agents or advisers, as to, or in relation to, the accuracy of completeness of any Proprietary Information made available to the Member or its advisers; The Member themselves are responsible for making its declaration and presentation of such Proprietary Information.

  6. The Member agrees and acknowledges to the fact that any and all data collected by TSC may or may not be used to share with all relevant people, organizations or departments that are deemed important for discussions of possible work, project / possible business. That there shall be no claims in lieu thereof and should any such authorized data sharing be considered unwarranted by the the Member, they may issue a letter (or via email) informing TSC to not share or recall the data shared. TSC shall act accordingly in cases of special instructions, however in any case TSC shall not be liable for any penalties or compensations in any eventuality.

  7. The Member understands that these document/information herein posted/shared contain a brief of finances and/or permissions required and any other monetary/commercial declaration shall be done on a separately via proper channel and via agreement which shall be prepared on a case to case basis, based on mutual consent. 

  8. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity, nor enforce-ability of the remainder of this Agreement  shall be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.

  9. The Parties agree to abide the terms & conditions which shall be verbally exchanged between the parties to be confidential, Either parties further agree that they or their associates/Company shall not circumvent / bypass either party at any point of time and shall not approach clients / suppliers or any such individuals or companies introduced to them at this forum. Customers or any associate and introductions should not be approached or reached out directly and without prior intimation and written consent of TSC, failing which this Agreement shall be considered to be breached and considered a dispute, the same will be moved for legal resolution via arbitration.

  10. Any breach of Agreement by either parties shall be liable to punitive damages, the extent of such said damage shall be discussed mutually and settled and in case the parties do not arrive at any conclusion in the matter, the same shall be referred to arbitration.

  11. This Agreement shall be governed by Arbitration & Conciliation Act-1996, it is agreed and settled between the parties that dispute shall not be filed as litigation before any Court and be taken care as per Arbitration & Conciliation Act-1996, and the Arbitrator shall be appointed by mutual consent and the jurisdiction of any such proceedings shall remain under Delhi courts, the Fee of Arbitrator shall be paid mutually by both the parties, and it will be decided mutually or as per arbitrator.

COMMERCIAL PROVISIONS:

  1.  Any and all commercial arrangements between TSC and the Member shall be made separately upon finalization of projects/work which will further govern the service, procedural and commercial terms, this herein document is just applicable to the consideration made above, 

Automatically deemed agreed based on selected tick box at the initial membership registration.

By: Member & TSC.