Terms of Service - Angel Investor
Mutual Non Circumvention, Non-Disclosure, Non-Solicitation Agreement
THIS AGREEMENT is made and agreed to be signed up automatically upon acceptance on date of signing up on website (the “Commencement Date”)
MeAccs® A Start-up Ecosystem (herein Incorporated in name of MeAccs Innovations Private Limited) having CIN U72900HR2019PTC078802 registered at Gurgaon referred as Disclosing party (First party),
Party to Sign-up on Website represented by its representative mentioned in Column Name and Company Name/VC Fund Name referred as Receiving party (Second party),
And this Agreement shall obligate the above Parties and their companies, subsidiaries, directors, associated principals, stockholders, co-ventures, trading and business partners, affiliates, associates, nominees, representatives, employers, personnel, successors, customers, suppliers, assigns, and other associated organizations and parties, either collectively or individually, hereinafter referred to as the “Parties”.
A) The Parties jointly, severally, mutually and reciprocally wish to enter into this Agreement, whereby:
- The Parties are respectively the owners of Confidential Information, which they have disclosed and agreed to further disclose to each other;
- The Parties desire that any Confidential Information disclosed, and any third party revealed, referred or introduced, by one Party (the “Disclosing Party” and the “Introducing Party”) to the other Party (the “Receiving Party” and the “Referred Party”), shall not be used by the Receiving / Referred Party to circumvent the Disclosing / Introducing Party, and shall not be disseminated by the Receiving / Referred Party to any third party to enable them to circumvent the Disclosing / Introducing Party;
- The Parties wish to share, as shall be mutually agreed by the Parties in advance and on a case by case basis, any revenues or other financial benefits generated by orders, sales or any other business activity or transaction between the Parties and a third party, subsequent to any Confidential Information disclosed, or any third party revealed, referred or introduced; and
- The Parties wish to enter into a joint working business relationship including, but not limited to, joint co-operation, discussions, and all joint activities, transactions, arrangements, or agreements covering the Parties, for business opportunities and commercial enterprises of common interest and mutual benefit of the Parties hereto, and hereinafter referred to as the “Purpose”; pursuant to this Agreement.
IN CONSIDERATION of the mutual covenants, respective undertakings, warranties, obligations and representations set forth herein, IT IS HEREBY AGREED as follows:
1.1 ‘Confidential Information’ shall mean any information that is non-public, proprietary in nature, is marked as or is manifestly confidential, and is disclosed (whether before or after the date of this Agreement, in writing, verbally, or otherwise in whatever form or medium, and whether directly or indirectly) by or on behalf of the Disclosing Party to the Receiving Party. Such information shall include, but not be limited to, business operations, plans, intentions, opportunities, financial information, products and services, documents and reports, marketing materials, computer programs, technical information, know-how, trade secrets, inventions, designs, and any third-party information, or any other like information disclosed.
1.2 ‘Acceptance’ shall mean the digital acceptance of this agreement that is valid upon agreeing & signing up for form filed on website. It shall mean that both the parties to agreement MeAccs® A Start-up Ecosystem (first party) and party signing up on website with Name & Company Name/VC Fund Name (second party) shall be bind by this agreement of Non-Disclosure, Non Circumvention & Non Solicitation Agreement.
1.3 Other capitalized expressions used in this Agreement shall have the meanings respectively assigned to them.
2.1 For the purposes, herein this Agreement any information disclosed by one Party to the other Party in connection with the Purpose, Affiliates, Customers, Suppliers, Partners, Personnel, or any Intellectual Property shall be deemed as Confidential Information of the Disclosing Party unless otherwise expressly permitted in writing by the Disclosing Party.
2.2 Each Party undertakes to keep the other Party’s Confidential Information confidential including, without limitation, exercising no lesser security measures and degree of care than those which it applies to its own Confidential Information.
2.3 Receiving Party undertakes to use the Disclosing Party’s Confidential Information solely for the Purpose, purposes related to, and its obligations under this Agreement and will not disclose, copy, reproduce or distribute by any means whatsoever, the Disclosing Party’s Confidential Information to any third party, and to use all reasonable efforts to prevent any such disclosure, except:
2.3.1 with the prior written consent of Disclosing Party;
2.3.2 in confidence to its personnel, professional advisors, consultants and authorized representatives (including to such parties representing its group undertakings) who are obliged by their contracts of employment or service not to disclose the same, and only to the extent that disclosure is necessary for the Purpose and purposes related to this Agreement;
2.3.3 where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure will be taken, the disclosure will be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure.
2.4 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this agreement.
2.5 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require enforcing the obligations of the Recipient under Clause 2.4 including, where necessary, the institution of legal proceedings.
2.6 For the purposes of Clause 2.0 Recipient means the party to whom any Confidential Information is disclosed by the Receiving Party, pursuant to Clause 2.3.1 or Clause 2.3.2.
2.7 The obligations under Clauses 2.2 and 2.3 will not apply to Confidential Information:
2.7.1 to the extent it is or becomes generally available to the public other than through a breach of this Agreement; or
2.7.2 which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another party under an obligation of confidence; or
2.7.3 which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; and
2.7.4 Which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
2.8 No right or license is granted to either Party in relation to the other Party’s Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.
2.9 Neither Party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright, intellectual property rights or other right of a third party). Neither Party is liable to the other Party or any third party in respect of the Confidential Information or its use. This Clause 2.9 will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
3.1 During the Term and for a period of 12 months after expiration or termination of this Agreement, Receiving party & its related members including consultants, employees, advisors, mentors, affiliates, subsidiary, holding or any other party as may be related as per Companies Act, 2013 shall not solicit (whether directly or indirectly) any idea or any start-up details or anything related to it for any details disclosed related to start-up for the purpose of Receiving Investment from the Receiving party to agreement (Angel Investor/VC Fund/Company Name) as mentioned while at the time of Signing up on website for working with MeAccs® A Start-up Ecosystem.
4.1 Each Party irrevocably agrees, undertakes and guarantees, for the term of this Agreement and for one (1) year thereafter, that it will not directly, indirectly, by the use of or by the dissemination of any Confidential Information disclosed to it, via any or enable any third party, in any manner or by any means whatsoever:
4.1.1 circumvent or attempt to circumvent, interfere with, avoid, by-pass, or obviate the other Party’s interest, or the interest or relationship between the Parties or this Agreement, and the agreed to provisions thereof; and
4.1.2 solicit, contact, negotiate, contract with in any manner, initiate buy and sell relationships, deal with transact, or otherwise be involved with any third party including, but not limited to, business partners, affiliates, personnel, corporations, partnerships, proprietorships, trusts, individuals, producers, sellers, buyers, brokers, dealers, distributors, financial institutions, technology owners, developers, customers, and suppliers revealed, referred or introduced by the other Party (the “Introducing Party”) without the express written permission of the Introducing Party;
4.1.3 in an effort to gain, increase or avoid directly or indirectly payment of established or to be established fees, commissions, remunerations, renewals, continuance of pre-established relationship or intervene in non-contracted relationship with, or considerations to the benefit of one Party to this Agreement while excluding equal or agreed to benefit to the other Party to this Agreement with any on-going or future business activities or commercial transactions.
4.2 If at any time a Party or any affiliate of the Party is approached by any third party revealed, referred or introduced by the other Party (the “Introducing Party”), that Party shall, pursuant to Clause 2.1:
4.2.1 promptly notify the third party of the existence of this Agreement, and the obligations under Clause 2.0;
4.2.2 promptly notify the Introducing Party in writing, furnishing full details, including the nature, context and subject matter, of the said approach by the third party;
4.2.3 offer full cooperation to the introducing Party in relation to the said approach by the third party; and
4.2.4 Shall not, in any manner, enter into any business activities or commercial transactions of any nature with the third party, without the express written permission of the Introducing party.
4.3 In the event of circumvention of this Agreement by either Party, directly or indirectly, the circumvented Party shall be entitled to a legal financial penalty equal to the maximum service it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.
5.0 TERM AND TERMINATION
5.1 The term of this Agreement shall be in full force and effect upon its execution and shall remain in force for two (2) years, automatically renewing for another period of two (2) years and so forth for the coming years, on the anniversary of the Commencement Date unless terminated in writing with three (3) months’ notice by either Party.
5.2 The termination of this Agreement shall be without prejudice to the rights and remedies of either Party that may have accrued up to the date of termination.
6.0 CONSEQUENCES OF TERMINATION
6.1 Each Party undertakes within ten (10) business days of receipt of a written request from the other Party or upon termination of this Agreement, whichever is earlier and for whatever reason, the Party will deliver, and procure to deliver forthwith, to the terminating Party’s offices or such other location as the terminating Party may direct:
6.1.1 with all necessary termination assistance reasonably required by the terminating Party;
6.1.2 all Confidential Information and that part of all documents and other material that bear or incorporate any part of the terminating Party’s Confidential Information; and
6.1.3 any other property (including copies, summaries and excerpts) in whatever form or medium relating to the business of the terminating Party or any Affiliate, or any Group Company;
6.1.4 Which are in the possession, custody or control of the Party or its Affiliates and Personnel at the time of termination.
7.0 GENERAL PROVISIONS
7.1 This Agreement constitutes the entire Agreement between the Parties relating to the subject matters covered herein, and may be referenced from time to time or as required in any Confidential Information, documents, agreements, activities, dealings, or transactions.
7.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies.
7.3 A right, power, remedy, entitlement or privilege given or granted to a Party under this Agreement is cumulative with, without prejudice to and not exclusive of any other right, power, remedy, entitlement or privilege granted or given under this Agreement or by Law and may be exercised concurrently or separately.
7.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each Party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect, special, incidental, exemplary, or punitive damages or for any consequential damages (including lost profits, revenue and anticipated savings) even if the Party has been advised of the possibility of such damages in advance.
7.5 Each Party undertakes to defend, fully indemnify and hold harmless the other Party from and against any losses, liabilities, damages, related costs and expenses (including but not limited to legal fees and expenses), threatened, potential or actual, arising from any breach or alleged breach of its obligations, representations or warranties hereunder this Agreement.
7.6 If any Party is prevented or delayed in the performance of any of its obligations under this Agreement by events beyond its control (“Force Majeure”), that Party shall forthwith serve notice in writing on the other Party specifying the nature and extent of the circumstances giving rise to Force Majeure, and shall subject to service of such notice, have no liability in respect of the performance of such of its obligations as are prevented by Force Majeure during the continuation of the events, and for such time after they cease as is necessary for that Party, using all reasonable endeavors, to recommence its affected operations in order for it to perform its obligations.
7.7 If any provision of this Agreement would at any time be in conflict with any law or regulation compulsorily applicable to this Agreement, the Parties shall amend such provision, so that the intent of this Agreement may be carried out to the extent legally possible.
7.8 The relationship of the Parties during the term of this Agreement shall be that of independent contractors and nothing stated in this Agreement shall be construed as implying that the Parties are Partners or as creating the relationships of Employer / Employee, Franchiser / Franchisee, or Principal / Agent between the Parties. A Party shall not have, and shall not represent that it has, any power, right or authority to bind the other Party, or to assume or create any obligation or responsibility, express or implied, on behalf of the other Party or in the other Party’s name, except as herein expressly provided in this Agreement.
7.9 Neither Party shall assign, transfer, and purport to assign or otherwise dispose of its rights or obligations under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.
7.10 Those clauses that by their nature need to survive, shall survive completion, expiry, cancellation or termination of this Agreement, including but not limited to Clauses 2.0 to 9.0.
7.11 The Parties shall, and shall procure that their respective affiliates, officers, directors, associated principals, successors, and personnel shall, do all things reasonably necessary, including executing any additional documents and instruments, to give full effect to the terms of this Agreement and to otherwise fulfil the provisions of this Agreement in accordance with its terms.
8.1 Any notice or other communication to be given under or in connection with this Agreement shall be in writing, in English, and signed by or on behalf of the Party giving it and may be served by sending it by fax, delivering it by hand or sending it by first class post to the address and for the attention of the receiving Party at its address set out in this Agreement. Any notice so served by hand, fax or post shall be deemed to have been received.
9.0 GOVERNING LAW, ARBITRATION AND JURISDICTION
9.1 The construction, validity and performance of this Agreement shall be governed by and interpreted in accordance with English law. All disputes arising in connection with this Agreement, which the Parties cannot resolve after friendly negotiations, shall be finally settled by Rules of Arbitration. The proceedings shall be conducted in England under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with the said Rules. The arbitration judgment upon the award rendered will be final and may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The official language in such arbitration proceeding shall be the English language. The prevailing party in such arbitration shall be entitled to recover all reasonable legal fees and costs.
IN WITNESS whereof the Parties have entered into and executed this Agreement on the date first above written.
All copies of this Agreement received by the way of Post, Facsimile or Email are considered original, legal and binding, and enforceable and admissible for all purposes as may be necessary under the terms of this Agreement. If there are any changes to the address details of either Party during the term of this Agreement, that Party shall so advise the other Party in writing, and any notice thereafter required to be given shall be sent to such new address. Each
representative signing below avows that they are duly empowered by their respectively named Party, Organization or Company to bind it to the commitments and obligations contained herein this Agreement.