EMPLOYEE CONFIDENTIALITY AND
NON-DISCLOSURE AGREEMENT THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT ("Agreement") is entered into as of [DATE] by and between:
1. Acme Technologies Private Limited , having its registered office at Registered address (CIN: U72900MH2020PTC345678 ), represented by Priya Sharma, Director (hereinafter referred to as the "Company" or "Employer"); AND
2. Rahul Verma , Employee, residing at Residential address (hereinafter referred to as the "Employee" or "Receiving Party").
The Company and the Employee are each a "Party" and together the "Parties".
1. Purpose
This Agreement is entered into in connection with the Employee's engagement with the Company as Senior Software Engineer in the Engineering department. In the course of this engagement, the Employee will have access to Confidential Information (as defined below) belonging to the Company. The Employee agrees to maintain the confidentiality of such information and to use it solely for the benefit of the Company.
2. Definition of Confidential Information
"Confidential Information" means any and all non-public information disclosed or made available to the Employee by the Company, whether orally, in writing, in electronic form, or by observation, including but not limited to: trade secrets, business strategies and plans, financial data, customer and prospective customer lists, vendor and supplier information, pricing data, product roadmaps and development plans, source code and technical data, research and development information, employee information, marketing strategies, and any other non-public information relating to the business of the Company.
Confidential Information does not include information that: (a) is or becomes publicly available through no act or omission of the Employee; (b) was already known to the Employee before disclosure; (c) is rightfully obtained from a third party without breach of any obligation; or (d) is required to be disclosed by law or court order, provided the Employee provides prior written notice to the Company.
3. Confidentiality Obligations
The Employee agrees to:
(a) hold all Confidential Information in strict confidence and not disclose it to any third party without prior written consent of the Company;
(b) use Confidential Information solely for the purpose of performing duties for the Company;
(c) protect Confidential Information using at least the same degree of care used to protect the Employee's own confidential information, but in no event less than reasonable care;
(d) immediately notify the Company of any unauthorised disclosure or use of Confidential Information;
(e) on termination of engagement or upon the Company's request, promptly return or destroy all tangible Confidential Information, including copies in any form;
(f) not copy, reproduce, store, or transmit Confidential Information except as strictly required for Company purposes.
4. Digital Personal Data Protection Act 2023 — Obligations
In addition to the general confidentiality obligations above, where the Employee processes Personal Data (as defined under the Digital Personal Data Protection Act 2023, 'DPDP Act') on behalf of the Company:
(a) the Employee shall process Personal Data only in accordance with the Company's instructions and applicable provisions of the DPDP Act 2023;
(b) the Employee shall implement appropriate technical and organisational security safeguards to prevent Personal Data Breach;
(c) in the event of a Personal Data Breach, the Employee shall immediately notify the Company's designated Data Protection Officer (or HR/Legal team) to enable timely reporting to the Data Protection Board of India;
(d) the Employee shall not access, store, copy, or transmit any Personal Data outside the systems and processes designated by the Company;
(e) these obligations survive termination of the Agreement and remain binding as long as the Employee holds any Personal Data.
5. Intellectual Property Assignment
(a) Work for Hire. All Work Product created by the Employee during the course of the engagement — including but not limited to software, source code, algorithms, inventions, designs, reports, analyses, and other deliverables — shall be deemed work made for hire under s.17 of the Copyright Act 1957 and shall vest exclusively in the Company.
(b) Assignment. To the extent any Work Product does not qualify as work for hire, the Employee hereby irrevocably assigns to the Company all rights, title, and interest — including copyright, patent rights, and moral rights (to the extent assignable) — in all such Work Product.
(c) Disclosure & Assistance. The Employee shall promptly disclose all Work Product to the Company and sign all documents reasonably required to perfect the Company's ownership thereof.
(d) Pre-Existing IP. The Employee retains ownership of any intellectual property developed entirely before the commencement of this engagement, provided a list of such pre-existing IP is appended hereto or notified to the Company in writing at the time of joining.
6. Post-Termination Obligations
The confidentiality obligations of the Employee under this Agreement shall continue in full force and effect for 3 (three) years following the termination or expiry of the employment / engagement, or indefinitely with respect to trade secrets and source code of the Company.
For a period of 12 (twelve) months following the termination or expiry of engagement, the Employee shall not, directly or indirectly:
(a) solicit, induce, or encourage any employee of the Company to leave the employment of the Company; or
(b) solicit or do business with any customer of the Company with whom the Employee had material dealings during the 12 months preceding termination — in each case by using Confidential Information obtained during the engagement.
Note: This Agreement does not contain a non-compete clause, as post-employment non-compete restrictions are void and unenforceable under Section 27 of the Indian Contract Act 1872.
7. Remedies
The Employee acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Company for which monetary damages alone would be an inadequate remedy. Accordingly, the Company shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available under the Indian Contract Act 1872, the Copyright Act 1957, the Information Technology Act 2000, the DPDP Act 2023, and any other applicable law.
8. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of India. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts at Bengaluru .
9. General
(a) This Agreement constitutes the entire agreement between the Parties with respect to confidentiality of the Company's information and supersedes all prior discussions on the subject.
(b) This Agreement may not be amended except in writing signed by both Parties.
(c) If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force.
(d) This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original.
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first written above.
For __GAP[nda_emp_co_name|Acme Technologies Private Limited]__
__GAP[nda_emp_signatory|Priya Sharma, Director]__
[Signature]
______________________
Employee
__GAP[nda_ee_name|Rahul Verma]__
[Signature]
______________________