NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is entered into on the date of acceptance below, by and between:
POSH FOODS HOSPITALITY LLP, a Limited Liability Partnership incorporated under the Limited Liability Partnership Act, 2008, owner and operator of the brand "Bawarchi Baba" (the "Disclosing Party"); and
The applicant named in Section A of this form, for self and on behalf of the proposed franchisee LLP (to be incorporated) and any associated entity (together, the "Receiving Party").
1. Confidential Information
"Confidential Information" means all non-public information disclosed by the Disclosing Party in connection with the proposed franchise, including without limitation: recipes, formulations, spice blends, preparation methods, supplier and vendor lists, pricing, costing and margin data, franchise fee structures, business plans, operating manuals, training materials, marketing strategy, sales data, customer data, technology systems, and the terms of any proposed franchise arrangement.
2. Obligations of the Receiving Party
The Receiving Party shall: (a) keep all Confidential Information strictly confidential; (b) use it solely for evaluating the proposed franchise relationship ("Purpose"); (c) not disclose it to any third party except to professional advisors bound by equivalent confidentiality obligations; and (d) protect it with at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care.
3. Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is required to be disclosed by law or judicial order, provided prompt written notice is given to the Disclosing Party.
4. No Licence or Obligation
Nothing in this Agreement grants the Receiving Party any rights in or to the Confidential Information, the "Bawarchi Baba" brand, trademarks, or any intellectual property of the Disclosing Party. This Agreement does not obligate either party to enter into any franchise or other agreement.
5. Term
The obligations of confidentiality shall remain in force for a period of three (3) years from the date of acceptance, and in respect of recipes, formulations and trade secrets, for so long as such information remains a trade secret.
6. Return of Information
Upon written request, or if the franchise discussion ends, the Receiving Party shall promptly return or destroy all Confidential Information and certify the same in writing.
7. Remedies
The Receiving Party acknowledges that breach of this Agreement may cause irreparable harm for which damages are an inadequate remedy, and the Disclosing Party shall be entitled to seek injunctive relief in addition to all other remedies available at law.
8. Governing Law & Jurisdiction
This Agreement shall be governed by the laws of India. Courts having jurisdiction over the registered office of the Disclosing Party shall have exclusive jurisdiction.