Sangatna Angels Terms and Conditions
1. Definitions
1.1 ‘Affiliate’ shall mean any entity, directly or indirectly, controlling, controlled by or under
common control with such Party, for only so long as such control exists. For purposes of
this definition, "control" means (a) in case of corporate entity, direct or indirect ownership
of more than fifty percent (50%) of the stock or shares having the right to vote (or such
lesser percentage which is the maximum allowed to be owned by a foreign corporation in a
particular jurisdiction) for the election of directors of such entity or (b) in the case of an
entity that is not a corporate entity, the possession, directly or indirectly, of the power to
direct, or cause the direction of, the management or policies of such entity, whether
through the ownership of voting securities, by contract or otherwise; and the terms
"controlling," "controlled by" or "under common control" shall have the meanings
comparable to the foregoing.
1.2 “IP” shall mean any and all (i) inventions; patents; patent applications, whether published
or unpublished; copyrightable works; copyrights; copyright applications; copyright
registrations; trademarks and trade secrets, including technical and non-technical
information, and (ii) rights in, under, or to any and all of the foregoing.
1.3 “Confidential Information” shall mean information of the Disclosing Party and/ or its
Affiliate, whether intangible or embodied in tangible form that is not publicly available and
the unauthorized publication of which reasonably would be considered prejudicial to
Disclosing Party’s interests. By way of example and not limitation, Confidential Information
may include information derived from or pertaining to any and all techniques; sketches;
drawings; models; know-how; processes; design details; and specifications; financial
information; procurement requirements; purchasing; manufacturing; customer lists;
business forecasts; sales and merchandising;
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2. Confidentiality
Recipient shall hold in trust and shall not use, disseminate, copy, reverse engineer or in
any manner disclose any Confidential Information in any manner whatsoever to any
natural person or legal entity, except as provided herein, and shall hold and maintain the
Confidential Information in strictest confidence. Recipient hereby agrees to indemnify
Disclosing Party against any and all losses, damages, claims, expenses, and attorneys' fees
(excluding consequential and indirect losses) incurred or suffered by Disclosing Party as a
result of a breach of this Agreement by Recipient or its Representatives.
3. Exclusions
Recipient’s obligations shall not apply as to any particular Confidential Information if the
Recipient can show, by at least a preponderance of the evidence, that such particular
Confidential Information: (i) was generally publicly available through no fault of Recipient
at or prior to the Effective Date; (ii) was rightfully in Recipient’s possession being
received from a third party free of any obligation of confidentiality at or prior to the
Effective Date;
4. Permitted Disclosures to Representatives
4.1 Recipient may disclose the Confidential Information to Recipient's Representatives (as
defined hereinafter) with a bona fide need to know such Confidential Information, but
only to the extent necessary to assist with the Purpose. The Recipient shall endeavor to
ensure that its Representatives to whom the Confidential Information is disclosed under
this Agreement shall keep such information confidential in accordance with the terms of
this Agreement and to not disclose or use such Confidential Information in violation of
this Agreement. For purposes of this Agreement, Recipient’s “Representatives” shall
include Recipient’s directors, officers, employees and agents, and Recipient’s financial,
legal and other advisors retained for the Purpose.
5. Use; No Rights
5.1 Recipient and its Representatives shall use the Confidential Information solely for the
Purpose and shall not in any way use the Confidential Information to the detriment of
Disclosing Party.
5.2 Notwithstanding any provision in this Agreement to the contrary, no explicit or implicit
rights in, under, or to any Confidential Information of Disclosing Party are assigned,
transferred, licensed, or otherwise conveyed herein to Recipient.
5.3 Recipient agrees on behalf of itself and its employees and independent contractors to
reasonably cooperate with Disclosing Party, with respect to the procurement,
maintenance, and enforcement of protection for any Derivative Invention; and to sign any
and all documents that Disclosing Party may reasonably deem necessary or desirable in
order to protect Disclosing Party’s rights and interests in any Derivative Invention,
including without limitation, any declarations, oaths, assignments, quitclaims, powers of
attorney, and papers. Recipient agrees not to disclose any Confidential Information of
Disclosing Party to any employee or independent contractor unless such person is under
and subject to these obligations and conditions.
5.4 The Recipient shall not acquire any proprietary interest in or right to Disclosing Party’s
Confidential Information, and the Confidential Information (including but not limited to
all intellectual property rights and goodwill included in any Confidential Information)
shall remain the sole property of the Disclosing Party.
6. Warranty
All Confidential Information is provided "AS IS" and without any warranty, express,
implied or otherwise, regarding its accuracy or performance. Recipient agrees that
neither Disclosing Party nor any representatives of Disclosing Party shall have any
liability to Recipient relating to or resulting from the use of any CONFIDENTIAL
INFORMATION that is disclosed to Recipient under this Agreement, including any errors
therein or omissions therefrom.
7. Return of Documents
Within 15 days after receipt of Disclosing Party's written notice, Recipient shall return all of the
Confidential Information to the Disclosing Party, or shall destroy all copies, reproductions or
extracts (both written and electronic) in its possession and in the possession of its
Representatives to whom it was disclosed.
8. No Additional Agreements; Disclaimer
Nothing contained in this Agreement shall be construed as (a) creating or constituting a joint
venture, partnership, or similar relationship between the parties, (b) creating any obligation
on either party to perform work or services, (c) constituting a right, commitment or promise
to enter into a possible transaction or any other business arrangement or relationship, (d)
obligating a Party to deal exclusively with the other Party, nor preventing either of the
Parties from competing with the other Party, (e) restricting Disclosing Party from providing
Confidential Information to any other person or party, or (f) preventing either Party from
entering into any agreement, negotiation or transaction with any other person or party.
9. Injunctive Relief and other Remedies
9.1 If any court of competent jurisdiction holds that the restrictions contained in this
Agreement are unreasonable on any criteria, the said restrictions shall be deemed to be
reduced to the extent necessary in the opinion of such Court to make them reasonable.
10. Term; Survival
The Agreement shall remain in effect till terminated by mutual consent of both Parties. All
obligations of the Parties in respect of the Confidential Information provided in this
Agreement shall survive for a period of 2 (two) years after the date of the termination.
11. Governing Law
11.1 This Agreement shall be governed and construed in accordance with the laws of India and
subject to the provision of Clause 11.2 below, the Parties consent to the exclusive
jurisdiction of courts in Tamil Nadu.