Ashu Ltd. and Pragarti PMC Ltd. have entered in to a Joint Venture Agreement (JVA). Pursuant to provisions of JVA, a Joint Venture Company (JVC) shall be incorporated to run the Project Management and Assistance Business

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2019
Ashu Ltd. and Pragarti PMC Ltd. have entered in to a Joint Venture Agreement (JVA). Pursuant to provisions of JVA, a Joint Venture Company (JVC) shall be incorporated to run the Project Management and Assistance Business in Cambodia. Apart from capital investment, both parties will provide knowhow and intellectual assistance including business secrets to JVC. In this regard, Ashu Ltd. and Pragarti PMC Ltd. need to enter in a Non-disclosure Agreement. List out the points to be incorporated in the Undertaking Clause of the Non-disclosure Agreement.

Answer & Explanation:

Specimen Undertakings Clause of Non-Disclosures Agreement is as under: Subject to the Exceptions Clause and in consideration of the disclosure of confidential information by the Disclosing Party, 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 the prior written consent of the Disclosing Party and 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.

Topics: Due Diligence

Open in Interactive Practice Hub · Full Practice Hub · Chapter Weightage · More in this subject

Related Questions in this Topic