Mutual NDA between two businesses

This agreement is made at Indore between Kestrel Design Studio, of 14 Tulsi Road, Indore, Madhya Pradesh 452001 (the first party), and Orchid Retail Private Limited, of Plot 22, Sector 5, Noida, Uttar Pradesh 201301 (the second party). Each is a party and together they are the parties.

The parties wish to share information with each other for this purpose: to discuss and, if agreed, carry out a redesign of the second party's online store (the purpose). Each party may disclose information to the other, and each wishes to protect what it discloses.

Confidential information means any information that one party (the discloser) gives to the other (the recipient) for the purpose, in writing, orally, electronically or by showing it, and that the discloser has marked as confidential or that a reasonable person would understand to be confidential from its nature or the way it is shared. It includes business plans, prices, client and supplier details, source code, designs, drawings, financial figures and the terms of any discussion between the parties.

Information is outside this agreement if the recipient can show that it (a) is or becomes public without a breach of this agreement by the recipient, (b) was already known to the recipient free of any duty of confidence before the discloser gave it, (c) was received from a third party who was free to share it, or (d) was developed by the recipient independently, without use of the discloser's information.

1. The recipient will use the discloser's confidential information only for the purpose.
2. The recipient will keep it secret with at least the care it gives its own confidential information, and no less than reasonable care.
3. The recipient will share it only with its directors, partners, employees, advisers and sub-contractors who need it for the purpose and who are bound by a duty of confidence no less protective than this agreement. The recipient answers for any breach by such a person.
4. The recipient will not copy it except as the purpose needs.
5. The recipient will tell the discloser promptly in writing if it learns of any use or disclosure not allowed by this agreement.

A recipient may disclose confidential information to the extent a court, a regulator or a law requires it, if the recipient first tells the discloser in writing where the law allows, and discloses only what is required.

This agreement starts on 24 October 2026. The parties may share confidential information under it from that date until 24 October 2027, unless either party ends the sharing earlier by written notice to the other. This agreement also covers information that a party disclosed to the other for the purpose before 24 October 2026. Each recipient will keep the other's confidential information confidential for three years after the sharing period ends or is ended.

When the discloser asks in writing, or when the sharing period ends, the recipient will return or destroy the discloser's confidential information, including copies, and will confirm in writing that it has done so. A recipient may keep a copy that a law requires it to keep, and it stays bound by this agreement for that copy.

Confidential information remains the property of the discloser. This agreement gives the recipient no licence over it and does not oblige either party to disclose any information, to enter into any further contract, or to pay the other.

This agreement protects information only. Nothing in it stops either party from carrying on any lawful profession, trade or business, or from dealing with any client, supplier or other person.

Each party agrees that a breach of this agreement may cause the discloser harm that money alone may not repair, and that the discloser may ask a court for an injunction or other relief in addition to any other remedy available to it.

This agreement is governed by the laws of India. The courts at Indore have jurisdiction over any dispute arising from it.

This agreement is the whole understanding of the parties about confidential information shared for the purpose. A change to it must be in writing and signed by both parties. If a part of it is found unenforceable, the rest continues. Neither party may assign it without the written consent of the other. A notice under this agreement is sent to the address of the receiving party written at the top of this agreement, or to an email address that party names in writing. This agreement is made in two copies, one for each party.

Signed by the parties: