Terms & Conditions

Non-Disclosure Agreement

This Non-Disclosure Agreement (the “Agreement”) is entered into at Kolkata, West Bengal, India on the listing date. (“Effective Date”).

This electronic record is generated by a computer system and does not require any physical or digital signatures. By clicking on the “I ACCEPT” button on this electronic contract, you/user are consenting to be bound by this Agreement. Please ensure that you read and understand all the provisions of this document before you start using the IVY NEST, as you shall be bound by all the terms and conditions herein upon clicking on the “ACCEPT & CONTINUE” button on this electronic contract. If you do not agree or accept any of the Terms and Conditions contained herein, then please do not use the IVY NEST’s digital platform or avail any of the services being provided therein.

WHEREAS, You/receiving Party is a professional, having the capacity to work for the first party.

WHEREAS, this Agreement is created for the purpose of preventing the unauthorised disclosure of the “Confidential and Proprietary information” regarding the clients and business of the Ivy Nest.

AND WHEREAS, the Parties are now desirous of entering into the present Non-Disclosure Agreement in order to record the terms and conditions and also record the arrangement as agreed to by and between the Parties.

NOW THEREFORE, in consideration of the promises, representations, warranties, covenants, conditions and other obligations herein and good consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually agree as follows:

1. Definitions & Interpretations

• “Affiliate/s” means, with respect to either Party, mean any person, company, corporation, association, or entity, which directly or indirectly Controls, is Controlled by, or is under common Control of such Party. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs, management and policies of a Party, and/or to control the composition of its board of directors (or equivalent), whether through ownership of voting securities, contract or otherwise.  The terms “controlled” and “controlling” shall be construed accordingly.
• "Agreement" shall mean this Agreement and all schedules and annexures attached to it or incorporated in it by reference and shall include any modifications of this Agreement as may be mutually agreed in writing.
• “Applicable Laws” or “Laws” includes all applicable statutes, enactments, acts of legislative or Parliament, laws, ordinances, rules, byelaws, regulations, notifications, guidelines, policies, directions, directives and orders of any government, statutory authority, tribunal, board, court or recognized stock exchange of competent jurisdiction.
• “Authorized User” means employees or agents of the parties (or Affiliates or other individuals solely to the extent explicitly permitted in an Order Form) selected by Customer to access and use the Platform Services.
• “Business” means any kind of business that does come under the ambit of the Company. This can include the area in which the Company is dealing through its affiliates or digital portal. 
• "Confidential Information" means any and all data or information that is of value to the Company and is not generally known in the industry or to competitors of  the company  and includes, but is not limited to, business information, business plans, financial statements, specifications, research, software, trade secrets, discoveries, ideas, know-how, designs, drawings, flow charts, data, computer programs, marketing plans, customer names, budget figures, and other technical, financial and business information concerning the Company or any such information of clients, customers, affiliates, subsidiaries or agents which is disclosed by Company, whether directly in oral or material form, or indirectly, but shall not include Non Proprietary Information.
• “Data” includes but is not limited to any kind of Personal Information, Pictures, Graphs, Business Information, Financial Reports, Technical Information, Usage Reports, IP Addresses, Customer Information, Supplier Information, Product Information or any other materials or that is generated by the execution of this Agreement and in the due course of usage of the Portal. 
• “Effective Date” shall mean the date of signing of this Agreement.
• “Force Majeure” shall means (without any limitation) any act of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, acts of terrorism, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, arrest and restraints of governments and people, civil disturbances, and explosions, any change/repudiation of act, rules, regulations, bye-laws, policies, which are applicable on the agreement or any reason beyond the control of the Parties hereto effecting the performance of the obligations under this Agreement.
• “Intellectual Property” shall mean and include without limitation, all of the following items, regardless of the form or medium involved (e.g., paper, electronic, tape, tangible or intangible): copyrights, patents, patent applications, trade secrets, the business format or other intellectual property rights upon or in relation to the Business, Brand  and all other information, materials, and copyrightable or patentable subject matter developed, acquired, licensed, or used within the scope of this agreement. 
• "Non-Proprietary Information" means information that: (i) is within the public domain at the date of disclosure or which thereafter enters the public domain through no fault of the Second Party; or (ii) is already known to the Receiving/Second Party at the time of its disclosure by the company and is not subject to confidentiality restrictions; or (iii) The company has given its prior written approval to disclose. Provided that any information consisting of a combination of Non-Proprietary Information and Confidential Information will be considered as Confidential Information unless the combination itself is in the public domain or is received by the Receiving/Second Party without obligation of confidence, is independently developed, or is approved for disclosure as described above. 
• “Term” shall mean a period which is prescribed under the clauses of this agreement from the date of execution of this Agreement.
• Interpretation
  In this Agreement: words importing the singular include the plural and vice versa; words denoting the masculine gender shall include the feminine gender and neuter gender; a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); unless stated otherwise the words "include" and "including" shall be construed without limitation; all reference to statutes shall include any modification, re-enactment or extension thereof for the time being in force; a reference to a clause, annex, annexure, appendix or schedule is a reference to a clause of or an annex, annexure, appendix or schedule to this Agreement. Schedules shall form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. the headings and bold typeface are only for convenience and shall be ignored for the purpose of interpretation of this Agreement; a disclosure of an item in writing referring to a specific Clause of this Agreement or specific Clauses of any Schedules and/or Annexure shall be deemed to be a disclosure only for the purposes of that clause and not for the purposes of any other provision of this Agreement; and where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase shall have the corresponding meanings.

2. Duty as to Confidentiality

• The Receiving Party shall refrain from disclosing, reproducing, summarising and/or distributing Confidential Information and confidential materials of the Disclosing Party except in connection with the Proposed Transaction.
• In consideration of the opportunity granted to the Receiving Party to enter the Proposed Transaction with the Disclosing Party, the Receiving Party hereby agrees as follows:
• To hold the Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (Including, without limitation, all precautions the Receiving Party employs with respect to its confidential materials).
• Not to divulge any such Confidential Information or any information derived therefrom to any third person unless prior written consent is obtained from the Disclosing Party.
• Not to use any Confidential Information, at any time, directly or indirectly, to procure a commercial advantage over, or do anything in any manner whatsoever, which is detrimental to the business or activities of the Disclosing Party, any of its affiliated companies or any of its directors and employees.
• The Parties shall protect the confidentiality of each other’s Confidential Information in the same manner as they protect the confidentiality of their own proprietary and confidential information of similar nature. Each Party, while acknowledging the confidential and proprietary nature of the Confidential Information agrees to take all reasonable measures at its own expense to restrain its representatives from prohibited or unauthorised disclosure or use of the Confidential Information.
• Confidential Information shall always remain the property of the Disclosing Party and may not be copied or reproduced by the Receiving Party without the Disclosing Party’s prior written consent.
• Within seven (7) days of a written request by the Disclosing Party, the Receiving Party shall return/destroy (as may be requested in writing by the Disclosing Party or upon expiry and or earlier termination) all originals, copies, reproductions, and summaries of Confidential Information provided to the Receiving Party as Confidential Information.  The Receiving Party shall certify to the Disclosing Party in writing that it has satisfied its obligations under this paragraph.  

3. Exceptions

• The Receiving Party may disclose the Confidential Information only to the Receiving Party's employees and consultants on a need-to-know basis.  The Receiving Party shall have executed or shall execute appropriate written agreements with third parties, in a form and manner sufficient to enable the Receiving Party to enforce all the provisions of this Agreement.
• Confidential Information shall not include information that is (a) Publicly Available (b) already in the Receiving Party or its Representatives’ possession at the time of disclosure by the Disclosing Party, (c) Available to the Receiving Party or its Representatives, to the Receiving Party’s knowledge, on a non-confidential basis, or (d) Independently developed by the Receiving Party or any of its Representatives.
• In the event either Party receives a summons or other validly issued administrative or judicial process requiring the disclosure of Confidential Information of the other Party, the Receiving Party shall promptly notify the Disclosing Party.  The Receiving Party may disclose Confidential Information to the extent such disclosure is required by law, rule, regulation, or legal process.

4. Disclosure of Confidential Information

• Neither Party shall use the other’s name, trademarks, proprietary words or symbols or disclose under this Agreement in any publication, press release, marketing material, or otherwise without the prior written approval of the other.
• Each Party agrees that the conditions in this Agreement and the Confidential Information disclosed pursuant to this Agreement are of a special, unique, and extraordinary character and that an impending or existing violation of any provision of this Agreement would cause the other Party irreparable injury for which it would have no adequate remedy at law and further agrees that the other Party shall be entitled to obtain immediately injunctive relief prohibiting such violation, in addition to any other rights and remedies available to it at law or in equity.
• Both the Parties agree that by virtue of the Parties entering into this Agreement neither Party is obligated to disclose all or any of the Confidential Information to the other as stated in this Agreement. The Parties reserve the right to disclose only such information at its discretion and which it thinks, is necessary to disclose in relation to the Proposed Transaction.

5. Remedies

• The Receiving Party shall indemnify the Disclosing Party for all costs, expenses, or damages that Disclosing Party incurs as a result of any violation of any provisions of this Agreement. This obligation shall include court, litigation expenses, and actual, reasonable attorney’s fees. The Parties acknowledge that as damages may not be a sufficient remedy for any breach under this Agreement, the non-breaching party is entitled to seek specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach, in addition to any other remedies at law or in equity.

6. Return of Confidential Information

• Receiving party shall, upon accomplishing the limited purpose of evaluating the Transaction, or at any time upon the written request of the other party, immediately return to the other party all Confidential Information (including notes, writings and other material developed therefrom by the recipient party) and all copies thereof and retain none for its files. Notwithstanding such return, both parties shall continue to be bound by this Agreement.

7. Governing Law

• The vendor acknowledges that the present agreement is governed by the Indian Contract Act, 1872 and other relevant laws of India. All the procedures, legality, liability that may arise will comply with the above-mentioned laws.

8. Dispute Resolution

• The Ivy Nest and the You/receiving Party hereby agree that they intend to discharge their obligations in the utmost good faith. They, therefore, agree that they will, always, act in good faith and make all attempts to resolve all differences howsoever arising out of or in connection with this Agreement by discussion.
• If the dispute is not resolved through mutual discussion, the parties shall be bound to submit all disputes and differences howsoever arising out of and in connection with this Agreement to courts of Kolkata, West Bengal, India.
• Each Party shall bear the cost of preparing and presenting its case, including fees and expenses of the arbitrators, shall be shared equally by the Parties, unless the award otherwise provides.

9. Indemnity and Warranties

• The You/receiving Party shall indemnify and hold harmless the Ivy Nest, its promoters, officers, directors, employees, affiliates, agents, sub-contractors and other representatives from any claims, demands, liabilities, suits, proceedings, penalties, costs, or expenses of any kind (including, attorneys’ fees and expenses) arising out of or in connection with the provisions of this Agreement. 
•  Neither Party shall be liable to the other for any indirect, incidental, punitive, special, or consequential loss, damage, cost or expense including, without limitation, loss of profits, loss of data, and loss of revenues, of any kind whatsoever and however caused, whether arising under contract, tort (including negligence or breach of statutory duty) or otherwise, even if that Party has been advised of its possibility.
•  Each Party warrants that it has the authority to enter into this Agreement. The Disclosing Party represents and warrants that the information provided to the Receiving Party is true and correct to the best of the knowledge of the Disclosing Party.

10. General Clauses

• Entire Agreement & Amendments: This Agreement herein constitutes the entire agreement and understanding between the parties relating to the subject matter hereof, and supersedes all other agreements, oral or written, made between the parties with respect to such subject matter. Except as provided herein, this Agreement may not be amended or modified in any way except by a written instrument signed by both Parties.
• Non–Solicitation: The Second Party shall not during the term of this Agreement and for a period of 24 Months thereafter, directly, or indirectly, either as an individual or as a partner, executive, advisor, agent, contractor, director, trustee, committee member, office bearer; endeavour to entice or advice any employee or independent contractor or associate to leave the company/first party.
• Absence of Presumption: No presumption shall operate in favour of or against any Party hereto as a result of any responsibility that any Party may have had for drafting this Agreement.
• Language Clause: It is hereby agreed that both parties specifically require that this Agreement and any notices, consents, authorizations, communications, and approvals be drawn up in the English language.
• Further Assurances: Each of the parties hereto hereby covenants and agrees to execute and deliver such further and other agreements, assurances, undertakings, acknowledgments or documents, and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part hereof.
• Binding Nature: This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective (as applicable) successors and assigns.
• Liquidated Damages Clause: Allows the non-breaching party to recover damages in the event that actual damages are difficult to calculate. However, the number of liquidated damages needs to be reasonable in light of the circumstances and shall not in any condition exceed the value of the contract.
• Force Majeure: Neither Party shall be liable for failure to perform any obligations under this Agreement to the extent such failure is caused by a Force Majeure event. If either Party has knowledge of any Force Majeure event, at its location, that may prevent or threaten to prevent the timely performance under this Agreement, such Party will promptly notify the other Party, and provide all relevant information concerning the delay or potential delay.
• Waiver: The failure at any time of either Party to demand strict performance by the other of any of the terms, covenants or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof, and either Party may, at any time, demand strict and complete performance by the other of such terms, covenants, and conditions, as permissible by law.
• Assignment: The You/receiving Party shall not have any rights to assign, transfer, alienate, encumber, or hypothecate any of its rights or obligations hereunder without the express prior written consent of the First Party.
• Severability: The invalidity or unenforceability of any provision in this Agreement shall in no way affect the validity or enforceability of any other provision herein. In the event of the invalidity or unenforceability of any provision of this Agreement, the Parties will immediately negotiate in good faith to replace such a provision with another, which is not prohibited or unenforceable and has, as far as possible, the same legal and commercial effect as that which it replaces.
• Counterparts: This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one agreement.

11. Contact us

• Any notices or other communications required or permitted in terms of these presents shall be deemed to have been duly served if, (a) delivered in person; or (b) sent by registered or certified mail, return receipt requested, or (c) email; and addressed as follows:

Ivy Nest Apartments

hr@ivynestapartments.com