This Confidentiality Agreement (this “Agreement”) is made and entered into as of this ___________ day of _________ by and between Taresh Bhatia ,having its registered office address at 107, Qutab Plaza, DLF Phase-I, Gurgaon (“Receiving Party”); and ________________________________________________________________________________________________________ (Disclosing Party) in connection with the discussions concerning a possible engagement of the Receiving Party for providing financial planning / investment advisory services (the “Proposed Services”).
1. In the course of discussions in connection with the Proposed Services, the Disclosing Party may provide its personal financial and business information (“Confidential Information”) to the Receiving Party. The Receiving Party agrees not to disclose the Confidential Information to any third party and to keep the same in strict confidence.
2. The aforesaid non-disclosure and confidentiality obligations shall not extend to any information which is or becomes (a) generally available to the public other than as a result of a disclosure in violation of this Agreement, or (b) available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not known by the Receiving Party to be prohibited from disclosing the information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party.
3. Except as otherwise expressly provided in this Agreement, (a) all Confidential Information shall be held in strict confidence by the Receiving Party, (b) Receiving Party will not disclose, or permit any Representative (as such term is defined below) to disclose to any person the fact that Confidential Information has been exchanged, that discussions or negotiations concerning the Proposed Services are being held, or any of the terms, conditions or other facts with respect to the Proposed Services, including the status thereof, and (c) all Confidential Information shall be used by the Receiving Party solely for the purpose of evaluating and negotiating the Proposed Services and for providing such services if the Receiving Party is engaged by the Disclosing Party. The foregoing notwithstanding, the Receiving Party may disclose Confidential Information to its employees, accountants, consultants, financial advisors or other representatives (collectively referred to as “Representatives”) who, in the Receiving Party’s reasonable judgment, need to know such information for the purpose of evaluating, negotiating or providing the Proposed Services or in connection with the business of the Receiving Party as financial planner / investment advisor.
4. To the extent the Receiving Party or any of its Representatives are requested or required (by interrogatory, subpoena, civil investigatory demand or any similar process relating to any legal proceeding, investigation, hearing or otherwise) to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice in advance of such disclosure so that the Disclosing Party may seek a protective order or other appropriate remedies and/or waive compliance with this Agreement, and the Receiving Party shall cooperate with the Disclosing Party in pursuing any such course of action. In the event that such protective order or other remedy is not obtained, the Receiving Party will furnish only such information as the Receiving Party is legally required to disclose and will exercise its best efforts to obtain assurance that confidential treatment will be accorded to any information which it is necessary to disclose.
5. At any time upon the request of the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party and/or destroy all Confidential Information provided by the Disclosing Party which are in the Receiving Party’s or its Representatives’ possession or control, without retaining any copy (whether physical or electronic), extract or reproduction thereof and shall, upon request of the Disclosing Party, confirm such return and/or destruction in writing. Notwithstanding the return and/or destruction of the Confidential Information, the Receiving Party and its Representatives will continue to be bound by the confidentiality and other obligations created hereby.
6. Receiving Party acknowledge and agree that there would be no adequate remedy at law for, and that irreparable harm would result from, any material breach of the provisions of this Agreement. Accordingly, in the event of such a breach by Receiving Party, the Disclosing Party shall be entitled to injunctive relief and specific enforcement of the terms and provisions hereof, in addition to any other remedy to which the Receiving Party may be entitled at law or in equity. If any action is initiated to enforce any of the provisions hereof, the prevailing party shall be entitled to reimbursement of all costs and expenses, including the reasonable fees and expenses of legal counsel, incurred by it in connection in addition to that.
7. This Agreement shall be governed by and construed in accordance with the laws of the Republic of India applicable to agreements made and to be performed within India and all disputes if any shall be subject to the jurisdiction of the competent courts at Gurgaon. This Agreement may be modified, or any provision hereof waived only by a separate writing signed by both parties that expressly so modifies, or waives any provision of, this Agreement. IN WITNESS of which, the parties have executed this Agreement as of the date first written above. For Taresh Bhatia _______________________________ Taresh Bhatia.