Odisha - CCTNS - RFP - VOL - National Crime Records Bureau

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RFP for Selection of System Integrator for CCTNSE-Governance Mission Mode Project: Crime & Criminals Tracking Network and Systems32. SCHEDULE XII: NON DISCLOSURE AGREEMENTThis NON DISCLOSURE AGREEMENT (“NDA”) is made this on ___ day of [ ], 2011,by and between:The Governor of Odisha represented through the Director, State Crime Records Bureau(SCRB), Government of Odisha by Shri. , (hereinafter called as the “BUYER”,which expression unless repugnant to the context or meaning thereof, shall mean andinclude its successors or nominees or assignees or legal representative) of the FIRSTPART;AND, a company registered under Indian Companies Act,1956 represented by Shri. and in the business ofdevelopment, integration, customization, maintenance and system Integration(hereinafter called or “SI”, which expression unless repugnant to the context ormeaning thereof, shall mean and include its successors or permitted assigns of theSECOND PART).(The BUYER and the SI are collectively referred to as the “Parties” and individually asa “Party”)WHEREAS in order to pursue the mutual business purpose of this particular project ofdevelopment of CAS (State) and SI recognize that there is a need to disclose to SIcertain information, as defined in para 1 below, of the BUYER to be used only for thepurpose of Project and to protect such confidential information from unauthorized useand disclosure.In consideration of the other party‟s disclosure of such information, SI agrees asfollows:a) This NDA will apply to all confidential and proprietary information disclosed bythe BUYER to SI, including information listed in Exhibit A attached hereto andother information consisting of certain specifications, documents, software,prototypes and/or technical information, and all copies and derivatives containingsuch Information, that may be disclosed to SI for and during the purpose, whichthe BUYER considers proprietary or confidential (“Confidential Information”).Confidential Information may be in any form or medium, tangible or intangible,and may be communicated/disclosed in writing, orally, or through visualobservation or by any other means to SI by the BUYER.b) SI and the BUYER hereby agreed at during the Confidentiality Period:Volume IIIContractual & Legal Specification96
RFP for Selection of System Integrator for CCTNSE-Governance Mission Mode Project: Crime & Criminals Tracking Network and Systems(i)SI shall use Confidential Information only for providing Services under theContract, shall hold Confidential Information in confidence using the samedegree of care as it normally exercises to protect its own proprietaryinformation, but not less than reasonable care, taking into account the natureof the Confidential Information, and shall grant access to ConfidentialInformation only to its employees who have a need to know, but only to theextent necessary to carry out the business purpose of this Project shall causeits employees to comply with the provisions of this NDA applicable to the SI,shall reproduce Information only to the extent essential to fulfilling thepurpose, and shall prevent disclosure of Confidential Information to thirdparties.SI may with a prior approval of the BUYER, however, disclose the ConfidentialInformation to its contractors with a need to know; provided that by doing so,SI agrees to bind those consultants and contractors to terms at least asrestrictive as those stated herein, advise them of their obligations, andindemnify the BUYER for any breach of those obligations.(ii) Upon the disclosing party's request, SI shall either return to the disclosingparty all Confidential Information or shall certify to the disclosing party thatall media containing Confidential Information have been destroyed.c) The foregoing restrictions on SI‟s use or disclosure of the Confidential Informationshall not apply to the information that the SI can demonstrate:(i) was independently developed by or for the SI without reference to theinformation, or was received without restrictions; or(ii) has become generally available to the public without breach of confidentialityobligations of the SI; or(iii) was in SI‟s possession without restriction or was known to SI withoutrestriction at the time of disclosure; or(iv) is the subject of a subpoena or other legal or administrative demand fordisclosure; provided, however, that SI has given the disclosing party promptnotice of such demand for disclosure and SI reasonably cooperates with thedisclosing party's efforts to secure an appropriate protective order; or(v) is disclosed with the prior consent of the disclosing party; or(vi) was in its possession or known to it by being in its use or being recorded in itsfiles or computers or other recording media prior to receipt from thedisclosing party and was not previously acquired by SI from the disclosingparty under an obligation of confidence; or(vii) SI obtains or has available from a source other than the disclosing partywithout breach by SI or such source of any obligation of confidentiality or nonusetowards the disclosing party.d) SI agrees not to remove any of the other party‟s Confidential Information fromthe premises of the BUYER without BUYER‟s prior written approval. SI agreesto exercise extreme care in protecting the confidentiality of any ConfidentialVolume IIIContractual & Legal Specification97
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Odisha - CCTNS - RFP - VOL - National Crime Records Bureau

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