Mutual NDA

1.Parties

This agreement is made on (the Effective Date) between:

(1) Hansraj Saini, a sole proprietor trading as HS, of Jaipur, Rajasthan, India (email: hansrajwork8149@gmail.com); and

(2) , a company or person of (address).

Each is a "Party", and together they are the "Parties". A Party sharing information is the "Discloser" and a Party receiving it is the "Recipient". Both Parties may be either.

2.Purpose

The Parties want to share information to evaluate, and possibly carry out, software, design or related work together (the "Purpose").

3.Confidential information

"Confidential Information" means any information a Discloser shares with the Recipient in connection with the Purpose, in any form, before or after the Effective Date, that is marked confidential or that a reasonable person would understand to be confidential. It includes source code, designs, product plans, business and financial information, customer and user data, credentials and access keys, and the existence and terms of the Parties' discussions.

4.Exclusions

Confidential Information does not include information that the Recipient can show:

• (a) is or becomes public through no fault of the Recipient;
• (b) was already known to the Recipient, without a duty of confidence, before the Discloser shared it;
• (c) is received from a third party who is free to share it; or
• (d) is developed independently by the Recipient without using the Confidential Information.

The Recipient may disclose Confidential Information if required by law or a court, provided that, where lawful, it gives the Discloser prompt notice and discloses only what is required.

5.Obligations

The Recipient will:

• (a) use the Confidential Information only for the Purpose;
• (b) not disclose it to anyone except its employees, contractors or advisers who need to know it for the Purpose and are bound by confidentiality duties at least as strict as these; and
• (c) protect it with at least the care it uses for its own confidential information, and no less than reasonable care, including keeping credentials secure and granting access only as needed.

The Recipient is responsible for any breach of this agreement by the people it shares Confidential Information with.

6.Term

This agreement covers Confidential Information shared within 12 months of the Effective Date, unless the Parties extend it in writing. The Recipient's duties for each item of Confidential Information last for 2 years from the date it was disclosed. For trade secrets, the duties last for as long as the information remains a trade secret.

7.Return or destruction

When the Discloser asks in writing, or when the Purpose ends, the Recipient will promptly return or destroy the Confidential Information, including copies of code and credentials, and confirm this in writing if asked. The Recipient may keep copies that are required by law or held in routine backups, which remain subject to this agreement until destroyed.

8.No licence

All Confidential Information stays the property of the Discloser. Nothing in this agreement grants the Recipient any licence or other right to it, beyond using it for the Purpose. Confidential Information is provided as is.

9.No obligation to proceed

This agreement does not oblige either Party to enter into any further agreement or to carry out any work. Any work will be under a separate written agreement or quote.

10.Remedies

A breach of this agreement may cause harm that money alone cannot fix. The Discloser may seek an injunction or other equitable relief, in addition to any other remedy available by law.

11.Governing law

This agreement is governed by the laws of India, and the courts at Jaipur, Rajasthan have exclusive jurisdiction. (If you would prefer the law and courts of your own country, propose them before signing and they can be written in here.)

12.General

This is the entire agreement between the Parties about its subject. It can be changed only in writing signed by both Parties. If any part is found unenforceable, the rest stays in effect. It may be signed in counterparts and electronically.