Non Disclosure & Confidentiality Agreement
This Non-Disclosure & Confidentiality Agreement (the “Agreement”) is entered into and is effective as of 4 July, 2015 by and between M/s. Syphar Technosoft Pvt Ltd(represented by Mr. Amit Yog) has office at (305, Sukhsagar Complex, Near Fortune Landmark, Usmanpura, Ahmedabad) and hereinafter referred to as “First Party”, expression to which, unless repugnant to context or meaning thereof, shall mean to include its successors and assigns of the First Party.(Consultant Only)
AND
M/s. (Centre Name) (represented by Mr. Managing Partner) incorporated under the laws of India and has its registered office at ( Office Address ),hereinafter referred to as “Second Party” which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and permitted assigns.
Note: Whereas the Center is engaged in this Type/nature of work and whereas he has represented to the Consultant to this effect and is keen to undertake and execute this work by paying processing payment of (INR 3,75,000 Lac Inbound Voice) & (INR 4,65,000 Lac Chat Support) at the time of NDA with Syphar Technosoft Pvt Ltd (The consultant). This payment is secured by Syphar Technosoft Pvt. Ltd. In the form of a PDC. This PDC can be used ONLY if the process is not allocated to the Centre, because of any reason.
Process Name: US Inbound Internet Service Support & Chat Support
Number of Seats: 20 Seats (Inbound Voice) + 20 Seats (Chat Support)
Payout Per Seat: USD 1800/Seat/Month. (Inbound Voice)
USD 11/Man Hour (Chat Support)
Working Hours (Inbound Voice): Mon-Fri: 11:00 am to 8:00 pm (Eastern Standard Time)
Working Hours (Chat Support): Mon-Fri: 11:00 am to 8:00 pm (Eastern Standard Time)
Payment Mode: Bank Wire Transfer
Payment Cycle: Monthly
Royalty: 7% of each billing
Contract Period: 24 months
NOW, THEREFORE, THIS DEED WITNESSETH AS FOLLOWS:
1. The Centre agrees to execute, fulfill and discharge the work and obligations hereinafter provided in the matter hereinafter agreed, to the entire satisfaction of the Consultant.
2. If Second party is working as per the terms and condition of SLA (handed over through and official email by first party) then first party will take the responsibility of payment and workload.
3. We are acting as consultant, and have verified the client, and we do take charge of introducing the client to the Centre. We insist on adding our name as mediators, so as to make sure that it shall remain our responsibility, that once the SLA is signed, none of the parties, breach any of the clause(s) mentioned in it. Area of Arbitration remains to be Ahmedabad, so that, First Party may look in to the matter in case and can stand by the party, breaching any code mentioned in SLA.
4. If the Consultant fails to arrange meeting documents, agreement with the client within 26-40 days for the said process (from the day the last part of payment is deposited and realized in Syphar’s bank account) then if agreed by both parties Consultant will try to accommodate any other process available at that point otherwise the security deposit money taken regard to this agreement will be refunded in the form of cheque/Bank Transfer to the Centre within 15 working days.
5. Breach of NDA & Claim to Losses
Second Party, by signing this business agreement, the person/entity named below does hereby agree to the following terms and conditions:
1. To abide by the first party’s Privacy Rules and not divulge protected information to any unauthorized person for any reason, nor directly or indirectly use, or allow the use of, protected information for any purpose other than that directly associated with service, payment, or other operations related to first party’s staff/sales persons/customers.
2. Not to share the contact information of first party to any unauthorized person without written permission by first party.
In such an event, Second Party will be liable, without any coercion, to pay First Party an amount of INR 10,00,000 (Rupees Ten Lakhs Only) for each party to which this information was revealed, along with interest at 18% per annum from the date of signing this NDA.
In the event of any dispute or differences arising between the parties hereto relating to or arising out of this NDA, including the implementation, execution, interpretation, rectification, validity enforce ability, termination or rescission thereof, including the rights, obligations or liabilities of the parties hereto, the same shall, if not amicably settled within 7 days, be referred to arbitration and conciliation act, 1996. Such arbitration shall be conducted in English, and each party shall nominate one arbitrator within 15 days of receipt of an arbitration notice from the other party and the two arbitrators so nominated shall appoint a third arbitrator who shall function as the presiding arbitrator. The Courts shall have exclusive jurisdiction to entertain try and determine the same and the governing law shall be the law of Republic of India.
All disputes between both parties would be handling under Arbitration (Area Of Arbitration: Ahmedabad).
For, For,
M/s. Syphar Technosoft Pvt Ltd M/s (Centre Name)
Mr. Amit Yog Mr. (Managing Partner)
Director Director
Date:4/7/2015 Date:4/7/2015