Draft the 'confidentiality undertaking' and 'arbitration' clauses of a non-disclosure agreement.
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2019
Draft the 'confidentiality undertaking' and 'arbitration' clauses of a non-disclosure agreement.
Answer & Explanation:
Confidentiality Undertaking Clause The Receiving Party agrees: (i) to keep confidential and not disclose to any third party, copy, reproduce, adapt, divulge, publish or circulate any part of or the whole of any Confidential Information without the prior written consent of the Disclosing Party; and (ii) to restrict access to the Confidential Information disclosed to it under this Agreement to those of its employees and officers who need to know the same strictly for the purpose; and (iii) not to use Confidential Information disclosed to it under this Agreement for any purpose other than the purpose; and (iv) not to combine any part of or the whole of the Confidential Information with any other information; and (v) not to disclose the whole or any part of the Confidential Information to any third party without (a) the prior written consent of the Disclosing Party and (b) prior to disclosure to such third party procuring that the third party is bound by obligations which are no less onerous than those contained in this Agreement; and (vi) to procure that each employee and officer to whom Confidential Information is disclosed under this Agreement is prior to such disclosure informed of the terms of this Agreement and agrees to be bound by them; and (vii) to procure that the Confidential Information in its possession is stored securely and that physical access to it is controlled. Arbitration Clause This agreement shall be construed in accordance with and governed by the laws of India. Any dispute arising in connection with or out of the performance or the interpretation of this agreement, which the parties cannot settle, shall be finally settled by arbitration. The place of arbitration shall be at '_______'. The arbitration shall be governed by the provisions of the Arbitration and Conciliation Act, 1996 and the rules made thereunder.
Topics: Due Diligence
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