Cyber Security Audit Of Website - ANNEXURES | NSeGS

### ANNEXURE # 11

NONDISCLOSURE AGREEMENT

THIS NON DISCLOSURE Agreement made at Kohima, India on this \_\_\_\_\_\_\_ day of \_\_\_\_\_\_2019 between NSEGS (Govt of Nagaland), and \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_a company registered under the Companies Act, 1956 and having its registered office at \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_(hereinafter referred to as '\_\_\_\_\_\_'). NSEGS and \_\_\_\_\_\_ shall hereinafter be collectively referred to as 'the Parties' and individually as 'a Party'. WHEREAS A*. has floated a tender and is required to provide certain information to (name of the bidder) to prepare his bid and/or AA **. The Parties are considering to enter into a \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_for which each Party shall provide information ('Disclosing Party') to the other Party ('Receiving Party') which at present is confidential and not in the public domain.

B. The Parties intend that the aforesaid information is kept confidential as between the Parties. The Parties undertake and declare that they shall not divulge, publish or reproduce the same before any party or person except in accordance with the terms of this Agreement. NOWTHEREFORE the Parties agree as follows: 1. As used in this Agreement (hereinafter referred to as the 'Agreement') the term 'Confidential Information' shall mean any technical, confidential, proprietary or trade secret information or data disclosed by the Disclosing Party in connection with the \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ to the Receiving Party including without limitation any written or printed documents, specifications for the vessel, plans, general arrangement plans, production schedules, drawings, samples, models, information regarding business operations, financial information, marketing strategies, either in writing or orally or any means of disclosing such Confidential Information that the Disclosing Party may elect to use prior to the execution or during the validity of this Agreement. The Receiving Party agrees that all Confidential Information shall be treated as absolutely confidential and the Receiving Party shall not disclose to any person such information otherwise than in terms of this Agreement. The Receiving Party will impose a similar duty of confidentiality on any person to whom the Receiving Party is permitted to transfer such information in accordance with the terms hereof. For the purposes of this Agreement, the term 'Receiving Party' shall mean and include its officers, emplo yees, directors, agents, contractors, representatives, affiliated companies, successors and assigns.

- 2. Nothing in this Agreement may be construed as compelling the Disclosing Party to disclose any Confidential Information to the Receiving Party or to enter into any contractual relationships with the Receiving Party
- 3. Any information or data in whatever form disclosed by the Disclosing Party to the Receiving Party and which
- 1. is clearly identified as Confidential Information by an appropriate and conspicuous marking or
- 2. has been identified as Confidential Information at the time of disclosure shall be subject to the relevant terms and conditions of this Agreement. The Disclosing Party's decision whether any information disclosed by it under this Agreement is confidential or not shall be final and binding on the Receiving Party.

4. The Receiving Party hereby covenants that the Confidential Information received from the Disclosing Party shall:

(a) Be safely kept by the Receiving Party; the Receiving Party shall protect the Confidential Information with the same degree of care as the Receiving Party uses with its own confidential information in order to prevent its disclosure, copy and/or its use (but in no event less than reasonable care) for purposes other than the Proposal.

(b) Be only disclosed to, and used by, those employees or directors who have a need to know. (c) Not be disclosed to a third party except those with a need to know provided they receive such information subject to the same restrictions as are contained in this Agreement.