Mutual non-disclosure agreement

Parties

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into on [EFFECTIVE DATE] between:

• Seers Pvt. Ltd., with its registered office at Srirangam, Tiruchirappalli, Tamil Nadu, India ("Seers"); and
• [COUNTERPARTY LEGAL NAME], with its registered office at [COUNTERPARTY ADDRESS] ("Counterparty").

Each, a "Party"; together, the "Parties."

1. Purpose

The Parties wish to explore a potential commercial relationship, integration, or product evaluation (the "Purpose") and in connection with that, may share confidential information with each other.

2. Confidential information

"Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient"), in any form, that is identified as confidential or that should reasonably be understood to be confidential given its nature and the circumstances. It includes business plans, customer lists, technical specifications, source code, pricing, and product roadmaps.

It does not include information that:

• is or becomes publicly available through no fault of the Recipient;
• was already known to the Recipient without confidentiality obligations;
• is received from a third party with the right to disclose it; or
• is independently developed without use of the Discloser's information.

3. Use & protection

The Recipient will (a) use the Confidential Information only for the Purpose, (b) protect it with at least the same care it uses for its own information of like importance (and not less than reasonable care), and (c) limit disclosure to employees, contractors, and advisors who need to know it and are bound by confidentiality terms at least as protective as this Agreement.

4. Term

This Agreement is effective from the Effective Date and continues for 2 years. The confidentiality obligations survive for 3 years from the date of disclosure of each item of Confidential Information.

5. Required disclosures

If the Recipient is required by law or regulator to disclose Confidential Information, it will (where lawful) notify the Discloser promptly so the Discloser can seek a protective order, and will disclose only what is legally required.

6. Return or destruction

On the Discloser's written request, the Recipient will promptly return or destroy all Confidential Information in its possession, except (a) one archival copy retained by legal counsel solely to monitor compliance, and (b) routine system backups that will be overwritten in the ordinary course.

7. No licence; no warranty

No licence is granted under any patent, copyright, or other IP. Confidential Information is provided "as is," with no warranty of accuracy.

8. Remedies

Each Party agrees that monetary damages may be inadequate for a breach and that the Discloser is entitled to seek equitable relief in addition to other available remedies.

9. Governing law & jurisdiction

This Agreement is governed by the laws of India. The Parties submit to the exclusive jurisdiction of the courts at Tiruchirappalli, Tamil Nadu.

10. Entire agreement

This Agreement constitutes the entire understanding of the Parties on confidentiality and supersedes any prior discussion. It can be amended only in writing signed by both Parties.

Signatures