Non-Disclosure Agreement

01Parties to the Agreement

This Non-Disclosure Agreement is entered into between:

AND

Both parties may act as both Disclosing Party and Receiving Party under this mutual NDA framework.

02Definitions

• "Confidential Information" means any and all non-public information disclosed by either party to the other, whether orally, in writing, digitally, visually, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. This includes without limitation: technical data, business plans, product or service ideas, financial information, client lists, marketing strategies, software source code, system architecture, API credentials, server and hosting access details, design files, trade secrets, and proprietary methodologies.
• "Purpose" means the evaluation, planning, development, delivery, and support of digital services and projects agreed between the parties.
• "Representative" means any employee, contractor, director, officer, or professional adviser of a party who needs access to Confidential Information for the Purpose.

03Confidentiality Obligations

Each party as Receiving Party agrees to:

• Keep all Confidential Information strictly confidential and not disclose it to any third party without the Disclosing Party's prior written consent
• Use Confidential Information solely for the Purpose and for no other purpose whatsoever
• Limit access to Confidential Information to Representatives who have a genuine need to know and who are bound by equivalent confidentiality obligations
• Implement reasonable technical and organisational security measures to protect Confidential Information against unauthorised access, loss, or disclosure — at minimum equivalent to the measures the Receiving Party uses to protect its own most sensitive information
• Promptly notify the Disclosing Party in writing upon discovering any actual or suspected unauthorised disclosure or breach of this agreement
• Not copy, reproduce, reverse engineer, or create derivative works from any Confidential Information except as strictly required for the Purpose

In particular, BRATA MEDIA PRESS undertakes not to disclose client project details, source code, proprietary business data, or login credentials to any third party, nor to use such information for any purpose beyond delivering the agreed services.

04Exclusions from Confidential Information

The obligations in Section 3 do not apply to information that the Receiving Party can demonstrate:

• Was already in the public domain at the time of disclosure, or subsequently enters the public domain through no breach of this agreement
• Was already known to the Receiving Party prior to disclosure, as evidenced by contemporaneous written records
• Was independently developed by the Receiving Party without use of or reference to the Confidential Information
• Was lawfully received from a third party without restriction on disclosure

05Permitted Disclosures

A Receiving Party may disclose Confidential Information if and to the extent required by:

• Applicable law, court order, or order of a regulatory body with jurisdiction
• A lawful directive from a government authority under the IT Act, 2000 (India) or equivalent legislation

In such cases, the Receiving Party shall, to the extent lawfully permitted, give the Disclosing Party prompt written notice prior to disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only such Confidential Information as is strictly required and shall use reasonable efforts to obtain confidential treatment for any information so disclosed.

06Intellectual Property

Nothing in this NDA transfers or grants any licence, ownership, or right to any Confidential Information or intellectual property of the Disclosing Party. All Confidential Information remains the sole property of the Disclosing Party. Any intellectual property created during the course of a project is governed by the Terms & Conditions and the relevant SOW.

In particular, BRATA MEDIA PRESS's source code, development frameworks, and proprietary methodologies disclosed under this NDA remain the exclusive property of BRATA MEDIA PRESS at all times, subject to the source code handover provisions in our Source Code & Footer Removal Policy.

07Term & Duration

• This NDA takes effect upon the earlier of: (a) execution of a signed NDA document; or (b) the first disclosure of Confidential Information between the parties.
• Confidentiality obligations survive for a period of five (5) years from the date of disclosure of each piece of Confidential Information, or the date of termination of the project engagement — whichever is later.
• For trade secrets and source code, confidentiality obligations shall survive indefinitely until such information enters the public domain through lawful means.

08Return & Destruction of Information

Upon written request from the Disclosing Party, or upon termination of the project engagement, the Receiving Party shall promptly:

• Return all tangible materials containing Confidential Information
• Permanently delete all digital copies of Confidential Information from all devices and storage systems
• Provide written certification of destruction or return within 14 business days of request

The Receiving Party may retain one archival copy solely for legal compliance purposes, subject to continued confidentiality obligations.

09Remedies & Enforcement

The parties acknowledge that breach of confidentiality obligations would cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or any other equitable remedy available under Indian law — in addition to any other remedies at law — without the need to post bond or prove actual damages.

Unlawful disclosure of Confidential Information may also constitute a breach under the IT Act, 2000 (including Sections 43, 66, and 72 relating to data theft and breach of confidentiality), attracting civil and criminal penalties.

10Governing Law & Jurisdiction

This NDA shall be governed by the laws of the Republic of India. Disputes shall be resolved in accordance with the dispute resolution provisions set out in our Terms & Conditions. The courts of Kolkata, West Bengal, India shall have exclusive jurisdiction over any matters not subject to arbitration.

11General Provisions

• Entire Agreement: This NDA (together with any signed project-specific NDA document) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements.
• Amendments: No amendment to this NDA shall be effective unless made in writing and signed by authorised representatives of both parties.
• Severability: If any provision of this NDA is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• No Waiver: Failure to enforce any provision of this NDA at any time does not constitute a waiver of the right to enforce it in the future.
• Relationship: Nothing in this NDA creates any partnership, joint venture, agency, employment, or franchise relationship between the parties.

12Legal Disclaimer