TERMS REGARDING INFORMATION DISCLOSED TO YOU BY SWIGGY
This document is an electronic record in terms of the Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000, and is effective as on the date in which You receive any information from Bundl Technologies Private Limited or any of its Affiliates (collectively, Swiggy).
This is an agreement to share information with You that is confidential and proprietary to Swiggy in connection with discussions regarding potential business opportunities between:
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You, and;
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Swiggy. Our registered office is at No. 55, Sy. no. 8-14, I & J Block, Ground Floor, Embassy Tech Village, Outer Ring Road, Devarabisanahalli, Bangalore -560103.
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Swiggy and You may be referred to in this Agreement individually as a "Party" and together as the "Parties."
WHEREAS
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Swiggy intends to share information with You that is confidential and proprietary to Swiggy in connection with discussions regarding potential business opportunities (the “Purpose”).
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Swiggy is desirous of protecting such proprietary and confidential information disclosed to You in connection with the Purpose, and consequently, the Parties are entering into this Agreement.
NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Definitions.
1.1 ‘Confidential information’ shall mean all information supplied in confidence by Swiggy to You, which may be disclosed to You or otherwise acquired by You in its performance under this Agreement including (i) all information which a reasonable person would consider confidential under the context of disclosure or due to the nature of the information itself, and shall include technical and non-technical information, intellectual property rights, know-how, designs, techniques, plans, procedure, improvement, technology or method, object code, source code, databases or any other information relating to Swiggy’s product, work in progress, future development of Swiggy’s product, (ii) marketing strategies, plans, designs, material, financial information, projections, operations, sales estimates, shareholding patterns, business plans and performance results relating to the past, present or future business of Swiggy, plans for products or services, and customer or supplier lists (iii) the content, the technical documents and all information in relation to Swiggy’s product, (iv) the terms of this Agreement, and (v) any information which may be communicated: (a) in a written or other tangible form which is clearly marked with a “confidential” or “proprietary” legend or other comparable legend; and (b) orally or visually which is identified as confidential at the time of disclosure and confirmed in writing within 14 (fourteen) days from the date of oral disclosure to You or any employee or officer of You.
2. Obligation of Confidentiality.
You hereby undertake to treat and maintain all Confidential Information received from Swiggy in confidence. With respect thereto, You hereby undertakes and agrees as follows:
2.1 This Agreement does not create a joint venture or partnership between the Parties.
2.2 For perpetuity, You shall not publish, disseminate, disclose any Confidential Information received to any third party.
2.3 You shall use the Confidential Information only in connection with the Purpose and for no other reason whatsoever.
2.4 You shall use no lesser security measures and degree of care than those which You would apply to your own confidential information and which You warrant as providing adequate protection of such information from unauthorized disclosure, copying or use.
2.5 You shall disclose Confidential Information only to those representatives and employees who have a need to have access to such Confidential Information in connection with Purpose and You shall ensure that such parties are bound by the confidentiality obligations set forth in this Agreement.
2.6 You shall not copy or reproduce in writing any part of the Confidential Information and any copies, reproductions or reductions to writing of the Confidential Information which have already been made by the Parties shall be the property of Swiggy.
2.7 You shall not, from the date of this Agreement, independently develop or have developed for itself products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information of Swiggy or the Purpose, which development shall be construed as a violation of the obligations of You under this Agreement.
2.8 On completion of the Purpose, You shall delete and destroy all Confidential Information from all repositories and will certify the same in writing when requested by Swiggy.
3. Exclusions.
The restrictions contained in Clause 2 hereinabove shall not apply to any Confidential Information which can be proved by documentary evidence to be such Confidential Information:
3.1 that was already in Your possession and at Your free disposal before the disclosure to it;
3.2 was received by You from third parties without accompanying secrecy or confidentiality obligations and not in violation of any duty of confidence under this Agreement;
3.3 is or becomes generally available to the public in printed publications in general circulation through no act or default on the Your part or Your agents or employees;
3.4 is furnished to a third party by a party hereto who owns such Confidential Information without similar restriction on the third party’s rights;
3.5 is approved for release by written authorization of Swiggy; or
3.6 is disclosed pursuant to any requirement or request by operation of law provided that You shall prior to the disclosure notify Swiggy of any such requirement or request as soon as You receive such requirement or request.
4. Right to terminate discussions.
4.1 The provision of the Confidential Information and discussions held in connection with the Purpose will not prevent Swiggy from pursuing similar discussions or transactions with third parties, or obligate Swiggy to continue discussions with You or to take, continue or forego any action relating to the Purpose. Any proposals, estimates or forecasts provided by either Party to the other Party will not constitute commitments. Either Party may terminate discussions regarding the Purpose at any time, without any liability or obligation whatsoever, except as expressly set forth in this Agreement.
5. Ownership
5.1 All Confidential Information furnished to You by Swiggy shall remain the exclusive property of Swiggy and Swiggy shall have the sole and exclusive ownership of all right, title, and interest in and to the Confidential Information, including ownership of all copyrights, patents and trade secrets pertaining thereto, subject only to the rights and privileges expressly granted by Swiggy under the terms of this Agreement. Promptly upon Swiggy’s request at any time, You shall return/ cause to be returned to Swiggy all the Confidential Information, including all materials or documents, any copies, summaries and notes of the contents thereof (whether in hard or soft copy form) without limitation, all copies of any analyses, compilations, studies or other documents prepared by and/or for Company, containing or reflecting any Confidential Information and give written certification accordingly.
6. ​Remedies
6.1 ​ You agree to defend and indemnify Swiggy and its subsidiaries, affiliates, and all of their respective directors, officers, employees, representatives, agents, proprietors, shareholders, members, partners, attorneys, predecessors, successors, assigns, and licensees, and hold them harmless from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses), relating to or arising from any breach by You of this Agreement.
6.2 You understand and acknowledge that any disclosure or misappropriation of any of the Confidential Information in violation of the confidentiality obligations will cause Swiggy grave and irreparable harm, loss and injury, the amount of which may be difficult to ascertain. You agree that Swiggy have the right to apply to a court of competent jurisdiction for specific performance and/ or an order restraining and enjoining any such further disclosure or breach and for such other relief as Swiggy shall deem appropriate, without posting or the need to post any bond or other security. Such right of Swiggy to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available to it, without the necessity of proving actual damages, shall be in addition to the remedies otherwise available to it at law, including any criminal or civil proceedings as are deemed appropriate by Swiggy. You expressly waive the defense that a remedy in damages will be adequate.
7. Limited Warranties
7.1 Swiggy warrants that it has the right to disclose the Confidential Information to You. Nothing contained in this Agreement shall be construed to obligate Swiggy to disclose any information to You. You shall agree that the Confidential Information disclosed under this Agreement, is disclosed “AS IS” without any warranties, either express or implied and hereby expressly disclaims all warranties regarding the correctness of the Confidential Information and its fitness for a particular purpose.
8. Miscellaneous
8.1 If, for any reason, a court of competent jurisdiction finds any provision of this Agreement, or any portion hereof, to be unenforceable, such decision shall not affect the validity of the remaining portion, which remaining portion shall continue in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated therefrom. In the event that a portion of this Agreement shall be declared to be invalid, then the Parties agree, that they shall, in good faith, negotiate with one another to replace such invalid provision with a valid provision as similar as possible to that which had been held to be invalid.
8.2 Any notice or communication to be given under this Agreement shall be given if delivered in writing to the intended recipient at the address and marked for the attention of the person set out in this Agreement or as may be notified from time to time by the Party concerned.
8.3 This Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the Parties, their legal representatives and other respective successors and assigns.
8.4 You shall not make any assignment of this Agreement of any interest therein without the prior written consent of Swiggy.
8.5 The failure of Swiggy to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of Swiggy’s rights to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather the same shall remain in full force and effect.
8.6 The terms of this Agreement are confidential and shall not be disclosed by You to third parties without the prior written consent of Swiggy, except to the extent required by a court or regulatory agency of competent jurisdiction.
8.7 This Agreement shall be governed by, construed and enforced in accordance with the laws of the Republic of India.
8.8 The courts in Bangalore shall have the exclusive jurisdiction.