Sunlight Ltd. and Moonlight Ltd. have entered into a Joint Venture Agreement (JVA). Pursuant to provisions of JVA, a Joint Venture Company (JVC) shall be incorporated to run the Software Development Business in South Asi

In the context of a Joint Venture Agreement (JVA) where Sunlight Ltd. and Moonlight Ltd. will share know-how and business secrets, a Non-Disclosure Agreement (NDA) is crucial. Here are the key points to be incorporated in the Undertaking Clause and Exception Clause of such an NDA: Undertaking Clause (Receiving Party's Obligations): In consideration of the disclosure of 'Confidential Information' by the 'Disclosing Party', the 'Receiving Party' agrees to: Maintain Confidentiality: 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'. Restrict Access: Restrict access to the 'Confidential Information' disclosed under this Agreement to only those of its employees and officers who need to know the same strictly for the 'Purpose' (i.e., the software development business of the JVC). Limited Use: Not to use 'Confidential Information' disclosed under this Agreement for any purpose other than the 'Purpose'. No Combination: Not to combine any part of or the whole of the 'Confidential Information' with any other information. Third-Party Disclosure Conditions: 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. Employee/Officer Awareness: 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. Secure Storage: Procure that the 'Confidential Information' in its possession is stored securely and that physical access to it is controlled. Exception Clause (Circumstances where protections do not apply): The protections and restrictions in this Agreement as to the use and disclosure of 'Confidential Information' shall not apply to any information which the 'Receiving Party' can show: Publicly Available Information: Is, at the time of disclosure hereunder, already published or otherwise publicly available. Subsequent Public Availability: Is, after disclosure hereunder, published or becomes available to the public other than by breach of this Agreement. Rightfully in Possession: Is rightfully in the 'Receiving Party's possession with rights to use and disclose, prior to receipt from the 'Disclosing Party'. Disclosed by Third Party: Is rightfully disclosed to the 'Receiving Party' by a third party with rights to use and disclose. Independently Developed: Is independently developed by or for the 'Receiving Party' without reference or access to 'Confidential Information' disclosed hereunder. Additionally, the 'Receiving Party' shall not be in breach of the Clause if it can demonstrate that any disclosure of 'Confidential Information' was made solely and to the extent necessary to comply with a statutory or judicial obligation.