# Annexure A — Non-Disclosure Agreement (Cithorum Side) *(Mutual NDA template. Most public-sector tenders require this on ₹100 non-judicial stamp paper, signed by both parties at the bid-submission stage. Adapt the counterparty name, scope, and governing-law clause to match the issuing authority. Where the tender prescribes its own NDA format, use that verbatim.)* --- ## NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement ("**Agreement**") is made on this [DATE] day of [MONTH], [YEAR], at [PLACE], between: **Cithorum [INDIA LEGAL SUFFIX]**, a private limited company incorporated under the Companies Act, 2013, having its registered office at [REGISTERED OFFICE ADDRESS], CIN [CIN NO], represented herein by [AUTHORISED SIGNATORY NAME], [DESIGNATION], duly authorised vide [BOARD RESOLUTION REF / POWER OF ATTORNEY REF] (hereinafter referred to as "**Cithorum**", which expression shall, unless repugnant to the context, mean and include its successors, nominees, and permitted assigns), of the **First Part**; AND **[COUNTERPARTY FULL LEGAL NAME]**, [COUNTERPARTY DESCRIPTION — e.g., "a public-sector undertaking incorporated under the Companies Act, 1956"], having its head office at [COUNTERPARTY ADDRESS], represented herein by [COUNTERPARTY SIGNATORY], [DESIGNATION] (hereinafter referred to as "**Counterparty**", which expression shall, unless repugnant to the context, mean and include its successors, nominees, and permitted assigns), of the **Second Part**. Cithorum and Counterparty are hereinafter referred to individually as a "**Party**" and collectively as the "**Parties**". ### Recitals WHEREAS Cithorum is engaged in the business of providing managed cloud services, software-defined storage, data-plane compression technology under the brand "Jam", and related infrastructure services; AND WHEREAS Counterparty has issued / proposes to issue a Request for Proposal under reference [TENDER REF NO] (the "**RFP**") for [SCOPE OF RFP]; AND WHEREAS in connection with the RFP and any potential resulting contract or business relationship (the "**Business Purpose**"), the Parties may disclose to each other certain Confidential Information (as defined below) which they consider proprietary and require to protect against unauthorised disclosure or use; NOW THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows: ### 1. Definitions **1.1 "Confidential Information"** means all non-public information disclosed by one Party (the "**Disclosing Party**") to the other Party (the "**Receiving Party**") in any form (oral, written, electronic, visual, or otherwise) in connection with the Business Purpose, including without limitation: - trade secrets, know-how, inventions, techniques, processes, source code, object code, algorithms, schematics, and designs; - technical specifications, benchmark data, performance metrics, restore-event logs, and infrastructure telemetry; - business plans, financial information, customer lists, supplier lists, pricing information, contract terms, and commercial strategy; - the existence, terms, and content of the RFP and of any negotiations, discussions, or correspondence between the Parties; - any information identified by the Disclosing Party in writing as confidential at the time of disclosure or within thirty (30) days thereafter. **1.2 "Materials"** means all documents, drawings, models, samples, demonstrations, software, and tangible embodiments of Confidential Information furnished by the Disclosing Party to the Receiving Party. ### 2. Obligations of the Receiving Party The Receiving Party shall: (a) use the Confidential Information solely for the Business Purpose and not for any other purpose; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; (c) restrict access to Confidential Information to its employees, officers, directors, professional advisers, and authorised contractors who have a genuine need to know for the Business Purpose, and who are bound by written confidentiality obligations no less restrictive than those set out herein; (d) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no case less than reasonable care; (e) immediately notify the Disclosing Party in writing of any unauthorised use, disclosure, or loss of Confidential Information that comes to its knowledge, and assist the Disclosing Party in mitigating any consequent damage. ### 3. Exclusions The obligations of confidentiality set out in this Agreement shall not apply to information that the Receiving Party can demonstrate by contemporaneous written records: (a) was already publicly available at the time of disclosure or thereafter became publicly available without breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (c) was independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information; (d) is required to be disclosed by law, regulation, or order of a court or government authority of competent jurisdiction, provided that the Receiving Party gives the Disclosing Party prompt prior written notice of such required disclosure (where legally permissible) and reasonably cooperates with the Disclosing Party in seeking a protective order; or (e) is disclosed with the prior written consent of the Disclosing Party. ### 4. Return or destruction of materials Upon the Disclosing Party's written request, or upon termination of the Business Purpose, the Receiving Party shall promptly: (a) return all Materials embodying Confidential Information to the Disclosing Party; or (b) destroy all such Materials and certify the destruction in writing. The Receiving Party may retain one archival copy of Confidential Information solely for the purpose of evidencing the contents of disclosed information in any future dispute, in the custody of its legal counsel, subject to continuing confidentiality obligations under this Agreement. ### 5. Ownership All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement shall be construed as granting any licence, right, or interest in or to any Confidential Information, by implication, estoppel, or otherwise, except for the limited right to use such Confidential Information for the Business Purpose. ### 6. No warranty Confidential Information is provided "as is". The Disclosing Party makes no warranty (express, implied, or statutory) as to the accuracy, completeness, or suitability of any Confidential Information, and shall not be liable for any losses arising from reliance thereon. ### 7. Remedies The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. The Disclosing Party shall therefore be entitled, in addition to all other remedies available at law or in equity, to seek injunctive relief, specific performance, and other equitable remedies without the requirement of posting a bond. The Receiving Party further acknowledges that any unauthorised disclosure may give rise to criminal liability under Section 405 of the Indian Penal Code, 1860. ### 8. Term This Agreement is effective from the date first written above and shall remain in force for a period of [TERM, default 5] years thereafter, save that the obligations of confidentiality with respect to any Confidential Information that constitutes a trade secret shall continue indefinitely so long as such information retains its trade-secret character. ### 9. Governing law and jurisdiction This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts at [JURISDICTION CITY — match the tender's preferred jurisdiction or Cithorum's registered office]. ### 10. General (a) **Entire agreement.** This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, oral or written. (b) **Amendment.** No amendment to this Agreement is effective unless in writing and signed by both Parties. (c) **Waiver.** No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right. (d) **Severability.** If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. (e) **Assignment.** Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party. (f) **Notices.** Any notice under this Agreement shall be given in writing and delivered by hand, by registered post with acknowledgement due, or by email with read-receipt confirmation, to the address of the receiving Party set out above (or to such other address as that Party may notify in writing). **IN WITNESS WHEREOF** the Parties have executed this Agreement on the date first written above. For and on behalf of Cithorum [INDIA LEGAL SUFFIX] For and on behalf of [Counterparty] ____________________________ ____________________________ [Authorised Signatory Name] [Counterparty Signatory Name] [Designation] [Designation] Witness 1: __________________ Witness 1: __________________ Witness 2: __________________ Witness 2: __________________ --- *Filing notes (internal — remove before submission):* - Print on ₹100 non-judicial stamp paper (or higher if the tender prescribes). - Two original copies — one for Cithorum, one for the counterparty. - Sign in blue ink, witnessed by two persons with their full names, addresses, and signatures. - Affix company round seal across the signature on every page. - Where the tender prescribes its own NDA format (most public-sector tenders do), use the prescribed format verbatim — substantive deviations cause rejection.