PATANJALI RESEARCH FOUNDATION.Pdf
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\\ INDIA NON JUDICIAL Government of Uttarakhand e-Stamp q.iliqwi C€rtt'ficate tlo. certificate lssued Date Account Reference Unique Doc. Belerence Purchased by HARIDWAR Description ol Documenl Property Description Consideration Price (Rs.) First Party HARIDWAR Second Party Stamp Duty Paid By HAR IDWAR Stamp Duty Amount(Rs.) t'." r"r.ffiA :f ""a Jit Please write ortype below this line MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BETWEEN TNDIAN INSTITUTE OF TECHNOLOGY ROORKEE, ROORKEE, UTTARAKHAND,INDIA ANI) PATANJALI RESEARCH FOUNDATION (TRUST) ea (0.g OJr**ry c t! Derrelopmenl - tt X \ Divis,on) 0 StatutoryAle.t: ,/./ ) "( b€ verjfied at "s_,w.sn.iteJamp..r,:i- A*y discrep3nry n ihe dera;is or this Ccilificare ard as 2. Tns cnus of checkng th6 leoitmac, is on rh€ ussn o, lhe cerirficaie . |11. THIS MUTUAL CONFIDENTIALITY AND NON.DISCLOSURE AGRREMENT (the "Agreement") is made as on this 6thday of May,20l9 BETWEEN INDIAN INSTITUTE OF TECHNOLOGY ROORKEE (hereinafter referred as "IiT- Roorkee") , an autonomous institute of Ministry of Human Resources Development (MHRD), Govemment of India, , (which expression shall, where the context so admits, include its successors and permitted assigrrs) of the FIRST PART. AND PATANJALI RESEARCH FOUNDATION (TRUST) (hereinafter Referred as 'PRF?") ,a Trust registered in India under the Indian Registration Act, and having its Registered ollice at Patanjali Yogpeeth- 1, Delhi-Haridwar National Highway, Haridu,ar-249405, india,(which expression shall, where the context so admits, include its successors and permitted assigns) of the SECOND PART. Whereas, IlT-Roorkee and PRFT intend to enter into business discussions with respect to drug discovery research and preclinical development and for the purposes ofthe foregoing it shall be necessary for Parties to disclose to each other certain informalion which Parties consider 1o be confidential and proprietary in nature; Now Therefore, Parties for good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, and intending to be legally bound hereby agree as follows: I. DEFINITIONS 1.1 "Business Purpose" shall mean the information provided for evaluation of co-operation for preclinical development of mutually identified research Projects. 1.2 "Disclosing Party" shall mean the Party disclosing the Confidential Information to the other Party. 1.3 "Receiving Party" shall mean the Party receiving the Confidential Information from the Disclosing Party. 1.4 "Confidenfial Information" shall mean and include but shall not be limited to an1, and all information, records, data, knowledge, materials (including chemical compounds, salts or derivatives thereof, drugs and specimens), Intellectual Properties (lP) namely, trade secrets, know-how, patents, tradentarks, copyrighls, scientific, commercial, financial or business information, and olher proprietary and/or confidential infomtalion, whether tangible or intangible ofany Party its activities and affairs, and to those oftheir respective affrliates and third panies as to n'hom Parties have an obligation of confidentiality. Any information which, by its very nature, 1. k \ is understood as being confidential whether provided by the Disclosing party before or a?tr the Effective Date shall also be included as Confidential Information. 2. OBLIGATIONS OF CONFIDENTIALITY 21 Receiving Party hereby undertakes to treat the Confidential Infomration as strictly "confidential" and in no event shall Receiving Party communicate/disclose the Confidential Information to any third parties without the prioiwritten approval ofthe Disciosing party. 2.2 Receiving Party will receive, maintain, and hold the Confidential Information with the same degree of care and protection, as it would with its own confidential Information from unauthorized disclosure but in no event it shall apply less than a reasonable degree ofcare. 2.3 The obligations of confidentiality shall apply to the Receiving party, including but not limited to its affiliates; or the affiliate's employees, directors, officis, agents, represlentatives, attomeys. consultants and advisors. 3. EXCEPTI oNs 3.1 The obligations party of the Receiving specified in this Agreement shall not apply to and the Receiving Party will or have no firther obligations, with respect to any Confidential information to the. extent party the Receiving can demonstrate, ty clear and convincing evidence that Confi dential Information : a. is or becomes publicly available, other than as a result ofa breach ofthis Agreement, or b..was in the Receiving Party' s possession prior to receipt from the Disclosing party (to be evidenced by written records), or c. party becomes lawfully available to either from a third pafiy free fiom any confidentiality restriction ( to be evidenced by written records), or d. is independently deveroped by the Receiving party without use of any of the Disclosing Party's Confidential Information (to be evidencedly written records), or e' is required to be disclosed under any relevant govemmental law or regulation or by an order of court provided party that the Disclosing is given practically p.o.pl written noiice of such requirement and the scope of such disclosure is limited to the maximum extent possible. 4. OWNERSHIP Any confidential Information disclosed to or acquired by the Receiving party and all embodiments thereof (including reproductions thereof) shall be and shall rem-ain the exclusive qrgpgrty of the Disclosing Pa(y. Neither Receiving party shall be entitled ro claim any rights, title, interest or ownership in the Confidential Information ofthe Disclosing party, nor shall they be entitled to file the patent for rhe deveropment, discovery or invention in any patent Xu/ v applcation. Nothing hereunder shall grant to or confer upon Receiving Party any rights by 'license, or ownership or otherwise in any of the Confidential Information of the Disclosing Pa.ty. 5. RETURN OF CONFIDENTIAL INFOR]\{ATION Upon the expiry or earlier termination of this Agreement or upon requesl of Disclosing Party. whichever occurs first, Receiving Parry shall promptly cease using and shall at the cost of the other partyretum or destroy (and, if requested by Discloser. certify destruction of all such Confidential Lrformation along with all tangible and eiectronic copies which it may have made, except for one (1) copy that shall be used solely for archival purposes. 6. TERMINATION AND SURVIVAL This Agreement shall be of a period of 5 years flom the Effective Date of the Agreement unless terminated by either Party by giving 60 (sixty) days prior written notice. Notwithstanding the termination of this Agreement for any reason whatsoever. all Confidential Information shall continue t<i be subject to the terms of this Agreement for a period often Syears from the date of receiving the Confidentiality Information. Notwithstanding the foregoing, if either Party provides any Confidential Information to the other Party which is identified as a ftade secret of the Disclosing Parly, the obligation to keep such trade secret confidential will be until such trade secret falls within the ambit of exceptions set out in this Agreement. 7. NO RI,PRESENTATION ORWARRANTY REGARDING ANY INFORN{ATION Disclosing Party makes no representation or warranty as to the accuracy or the completeness of the information (whether Confidential Information or not) obtained from it and shall have no liability in contract, tort or otherwise resulting from the Receiving Party's use of such infolmation or from it's participation in the Business Purpose. The Parties furlher warrant and represent that the terms of this Agreement are not inconsistent with other contractual obligations, expressed or implied which they may have. 8. ANNOUNCEN{ENTS Receiving Party agrees that it shall not disclose or make any public announcements about the existence or performance of this Agreement, the discussions regarding such arrangement or Agreement or any other matter relating to the Business Purpose, whether in the form of press release or otherwise, without the Disclosing Party's prior written consent. 9. NO FURTHER OBLIGATIONS Nothing hereunder shall commit or obligate, or be legally binding on, either Party to agree to any potential business relationship or to enter'into any further agreements or negotiations with the other or to refrain from entering into an agreement or negotiations with any third parties. X \JZ \- 10. ASSIGNMENT Neither Party may transfer or assign its rights or obligations under this Agreement in whole or in part. without the prior written consent of the other, which consent shall not be unreasonably withheld. rT. GOVERNING LAW This Agreement shall be govemed by and interpreted and construed in accordance with the Laws of India and Parties hereto submit themselves ior the exclusive jurisdiction of Courts at Roorkee and High Court at Nainital. 12. INJUNCTIVE RELIEF Receiving Party acknowledges and agrees that in the event of any breach of this Agreement by Receiving party Party. Disclosing will suffer an ineparable injury. such that the dimages may not be a sufficient remedy for the Disclosing party for any Lreach of any of the. Riceiving Party's undertakings herein. Accordingly, Receiving party hereby agrees that Disclosing party shall.be entitled_ to-specific performance of Receiving rarty' s ouiigailons under this Agreement or injunctive relief (as appropriate) as a remedy foi any Lreach if tho." unde.tJingl by tt" Receiving Party, in addition to any other remedies availatle to