A. OBLIGATIONS OF CONFIDENTIALITY
- Confidential Information. “Confidential Information” includes any non-public and confidential or
proprietary information of Disclosing Party (Vidyalay Classes or its Representatives) disclosing in any
form or format to the Receiving Party under this Agreement. - Intellectual Property: As used in this Agreement includes information relating to research and
development, inventions, discoveries, developments, improvements, methods and processes, know-how,
drawings, patterns, blueprints, specifications, designs, ideas, prototypes, models, samples, product briefs,
products concepts, engineering and technical data, algorithms, computer programs and software, work,
concepts, patents, copyrights, trademarks, trade names, trade dress, trade secrets, writings, notes and
patent trademark and copyright applications. - General Marking Requirements: Confidential Information (i) if disclosed in documentary form shall be
marked “Confidential”, or with similar legend, by the Disclosing Party, or (ii) if disclosed in any other
manner, shall be identified as confidential at the time of disclosure by the Disclosing Party; provided,
however, that the Confidential Information that is disclosed without such marking or identifications, or
Orally but reasonably should be understood by the Receiving Party to be proprietary or confidential
because of the circumstances of the disclosure, or due to nature of the Confidential Information itself,
shall nonetheless be deemed the Confidential Information of the Disclosing Party.
B. RESTRICTIONS ON USE. - The Receiving Party shall have the following obligations with respect to any Confidential Information
disclosed.
1.1 The Receiving Party shall not disclose the Confidential Information of Disclosing Party to any third
parties without the prior written consent of the Disclosing Party.
1.2 The Receiving Party shall not use the Confidential Information of the Disclosing Party except for the
purpose.
1.3 The Receiving Party shall not make any copies of any Confidential Information of the Disclosing Party
except strictly necessary for the Purpose. Any copies or reproductions of the Confidential Information
shall be bear copyright or proprietary notices contained in the original.
1.4 The Receiving Party shall use the same degree of care with respect to its obligations under this
Agreement as the Receiving Party employs with its own Confidential Information of a similar nature, but
in no event less than a reasonable degree of care.
1.5 The Receiving Party shall promptly notify the disclosing Party upon discovery of any unauthorized use
or disclosure of the Disclosing Party’s Confidential Information, or any breach of this Agreement, and will
cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession
of the Confidential Information and prevent further unauthorized use or disclosure. - GOVERNING LAW: This Agreement is made under and shall be constructed according to the laws of the
State of India without reference to conflict of laws and principles. The exclusive jurisdiction and venue for
all disputes arising from or connected to this Agreement shall be brought in the courts of Odisha. - INTELLECTUAL PROPERTY RIGHT: The Receiving Party agrees that all rights to any intellectual property,
including, but limited to inventions and/ or trade secrets3 that arise or are developed relating to the
Confidential Information disclosed by Vidyalay Classes are the sole property for Vidyalay Classes. - OWNERSHIP: The Receiving Party dose not receive any right or licensee expressed or implied, under
any patents, copyrights, or other intellectual property rights of the Disclosing Party through this
Agreement except the limited right to use the Confidential Information to carry out the Purpose during
the term of this Agreement. The Receiving Party shall not file any patent application containing any claim
to any subject matter derived from the Confidential Information supplied by the Disclosing Party. - EQUITABLE RELIEF: Each Party acknowledges and agrees that any violation of the terms of this
Agreement by one Party may cause irreparable harm and damages to the other Party and therefore each
Party is entitled to seek all equitable relief, including injunctive relief, as may be necessary to enforce this
Agreement, without necessity of having to post a bond. Such remedies will not be deemed to be the
exclusive remedies for breach of this Agreement by the Receiving Party, but will be in addition to all other
remedies available at law or in equity of competent jurisdiction.