This Confidentiality Agreement (hereinafter referred to as the “Agreement”) is made and entered into this [Insert Date Automatically at Time of Consent] (“Execution Date”) by and between
PockyDoc Private Limited, having their registered office at 201, Sita Kunj Turel, Pakhadi Road, Liberty Garden, Malad West, Mumbai-400064, Maharashtra through its Authorised Signatory (hereinafter referred to as the “Company” which expression shall unless repugnant to the subject and context thereof, be deemed to include its successors and assigns);
The individual medical practitioner (“Doctor” or “You”) who consents to this Agreement electronically at the time of onboarding process initiated by PockyDoc, of the Second Part;
The Party disclosing any information to the other is referred to as the “Disclosing Party” and the recipient Party is referred to as “Receiving Party”.
WHEREAS, the Doctor is medical practitioner and practicing within India and as information provided by Doctor at the time of onboarding to the Company’s Website or Cross-Platform Mobile Application (collectively hereinafter referred to as “Interface”).
WHEREAS, the Disclosing Party possesses Confidential Information (as defined in this Agreement) and it is willing to disclose, solely for the purpose of Company’s business, work and activity, such Confidential Information only pursuant to the following terms and conditions.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES HEREBY AGREE AS FOLLOWS:
“Confidential Information” means information of the Disclosing Party that it designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential. Confidential Information includes, without limitation, information provided by the Disclosing Party (including its affiliates or subsidiary companies), its Doctors, agents, representatives, advisors or Doctors, whether disclosed or communicated verbally, in writing or in any other tangible form, and whether relating to the Disclosing Party’s business, operations, processes, plans, requirements, inventions, product or service information, store information, pricing, know-how, design rights, trade secrets, software, systems, market opportunities, Doctors, customers (including information relating to the money or other relevant particulars of the accounts or account holders of the Disclosing Party) and business affairs.The Confidential Information shall also include the existence and the terms of this Agreement, the fact that discussions or negotiations are taking place, or have taken place, between the Parties in relation to the Purpose and the terms and conditions of the definitive agreement that may be negotiated between the Parties. If Confidential Information is not in written form, including but not limited to verbal statements, product demonstrations, know-how or technology, data, oral or visual presentation, the Disclosing Party shall identify such information as confidential at the time of disclosure in writing or latest within fifteen (15) days from the date of such disclosure.
However, Confidential Information shall not include information that the Receiving Party can conclusively establish: -
(i) entered or subsequently enters the public domain without the breach by the Receiving Party of any obligation owed to the Disclosing Party;
(ii) was known to the Receiving Party prior to the Disclosing Party’s disclosure of such information to the Receiving Party without any confidentiality obligations; or
(iii) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
“Confidential Materials” means any software and all tangible materials containing Confidential Information, including without limitation electronic, written or printed documents and computer disks or tapes, whether machine or user readable.
to treat the Confidential Information and Confidential Materials as strictly confidential and not to disclose or reveal the Confidential Information and Confidential Materials (or any portion thereof) to any person except: -
(i) the Receiving Party shall first obtain the prior written consent of the Disclosing Party and thereafter shall inform such persons of this Agreement and the confidential nature of the Confidential Information and/or Confidential Materials, and shall procure that such persons comply with the terms of this Agreement as if they were party hereto; or
(ii) if and to the extent disclosure is required in compliance with applicable law, or judicial or other governmental order, provided that in such case the Receiving Party shall give the Disclosing Party reasonable written notice prior to such disclosure to enable the Disclosing Party to take such measures as the Disclosing Party deems necessary to limit the disclosure of the Confidential Information and Confidential Materials and the Receiving Party shall comply with any applicable protective order or equivalent obtained;
to exercise in relation to the Confidential Information and Confidential Materials no lesser security and control measures and degree of care than those which the Receiving Party apply to its own confidential information (and which it warrants as providing adequate protection against any unauthorized access, erasure, disclosure, processing, transfer, copying or use);
to keep all documents bearing or incorporating any Confidential Information and Confidential Materials separate from all other documents, records, data and materials and at its usual place of business;
not to use the Confidential Information and Confidential Materials for any purposes other than the Purpose;
not to reverse engineer, decompile or dissemble any software disclosed to the Receiving Party, except pursuant to any statutory right that cannot be excluded by contract;
to notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by the Receiving Party, and to cooperate with the Disclosing Party in every way to help the Disclosing Party regain possession of the Confidential Information or Confidential Materials and prevent its further unauthorized use or disclosure; and
to immediately return all originals, copies, reproductions and summaries of Confidential Information and Confidential Materials in possession, custody or control of the Receiving Party at the request of the Disclosing Party or on expiry or termination of this Agreement, whichever is earlier, or otherwise destroy all such Confidential Information and Confidential Materials on receipt of written notification from the Disclosing Party and certify destruction of the same.
The Receiving Party further agrees and acknowledges that: -
monetary damages would not be a sufficient remedy for a breach of this Agreement and that the Disclosing Party shall be entitled to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction for any actual or threatened breach of this Agreement;
all Confidential Information and Confidential Materials are and shall remain the Disclosing Party’s property and that, by disclosing Confidential information and Confidential Materials to the Receiving Party, the Disclosing Party does not grant any express or implied right to the Receiving Party to or under any of the Disclosing Party’s patents, copyrights, trademarks, designs or other intellectual property or other rights;
the Disclosing Party accepts no responsibility for and make no representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information and/or Confidential Materials. The Disclosing Party shall not be liable to the Receiving Party or any other person in respect of the Confidential information and/or Confidential Materials or their use;
the Confidential Information and Confidential Materials may contain confidentiality clauses. If such documents are made available to the Receiving Party, the Receiving Party undertakes that it will thereafter not do any act which would result in the Disclosing Party being in breach of such confidentiality clauses (other than the use of such information for the Purpose referred to in this Agreement and the disclosure of it to other permitted persons in accordance with this Agreement);
the Disclosing Party’s failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of such right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise by the Disclosing Party of such right or remedy or the exercise of any other right or remedy. No waiver by the Disclosing Party shall be effective unless made in writing and signed by the authorized signatory of the Disclosing Party; and
the Receiving Party shall not make any public statements or announcements in connection with this Agreement, unless the prior written approval of the Disclosing Party is obtained.
The Receiving Party shall indemnify the Disclosing Party and keep the Disclosing Party fully and effectively indemnified against each and every claim, loss, liability and cost (including, but not limited to, legal costs) which the Disclosing Party incurs as a result of any breach of the provisions of this Agreement by the Receiving Party, its affiliates, Doctors, agents or Doctors or any other third party to whom the Receiving Party have disclosed any Confidential Information and/or Confidential Materials.
This Agreement shall be valid from the Execution Date till deletion of account of the Doctor from the Interface unless either Party terminates this Agreement earlier by serving written notice of atleast thirty (30) days to the other Party.
Notwithstanding the termination of this Agreement, all the rights and obligations of the Parties under this Agreement shall survive the termination of this Agreement and shall be deemed to remain in full force and effect in perpetuity.
This Agreement and all matters arising out of or in relation thereto shall be governed by, and construed in accordance with the laws of India. The Receiving Party hereby agrees to submit to the exclusive jurisdiction of the courts in Mumbai, Maharashtra.
If any terms or provisions of this Agreement are held to be unenforceable, invalid or illegal by any court or government regulatory body of any competent jurisdiction, as the case may be, the remainder of this Agreement shall not be affected or impaired thereby and the Parties shall negotiate in good faith to replace the offending provision by another enforceable, valid and legal provision that has the same or as similar economic effect on the transaction hereby contemplated as the original provision.
This Agreement contains the entire agreement between the Parties with respect to the matters contemplated hereby and shall be considered as a part and parcel of any agreements executed after the Execution Date, written or oral, with respect thereto.
Note: By electronically accepting this Agreement, You agree to be legally bound by the terms and conditions of this Agreement.
