Mutual Non-Disclosure Agreement (NDA)

1. Definition of Confidential Information

"Confidential Information" refers to any proprietary information, technical data, trade secrets, software code, algorithms, visual mockups, database schemas, customer records, financial projections, or marketing strategies disclosed by either party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, electronically, or via code repository access.

2. Obligations of Receiving Party

• To hold the Confidential Information in the strictest confidence using at least the same degree of care as it uses to protect its own sensitive trade secrets, but not less than a reasonable degree of care.
• Not to disclose, publish, or disseminate Confidential Information to any third party without prior written consent.
• To restrict access solely to employees, contractors, and legal advisors who have a "need to know" and who are bound by signed non-disclosure obligations no less restrictive than this Agreement.
• Not to copy, decompile, disassemble, or reverse-engineer any software, prototypes, or files disclosed under this Agreement.

3. Exclusions from Confidentiality

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known to the Receiving Party prior to disclosure; (c) is independently developed without reference to the Disclosing Party's information; or (d) is required to be disclosed by a valid court order or regulatory authority (with prompt advance notice to the Disclosing Party).

4. Return or Destruction of Materials

Upon written request of the Disclosing Party or upon completion of services, the Receiving Party shall promptly return or certify the permanent destruction of all documents, code copies, test databases, and media containing Confidential Information.

5. Injunctive Relief & Jurisdiction

Both parties acknowledge that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages alone would be inadequate. Consequently, the Disclosing Party shall be entitled to seek equitable relief, including injunctions, in addition to all other legal remedies. This Agreement is governed by Indian law and subject to the courts of Gurugram, Haryana, India.