Whereas you are interested to avail technical support services from the IconCube Technologies Pvt. Ltd. to enhance your business. Now therefore IconCube has requested The client to furnish with certain information relating to The client which are necessary for the purposes of rendering of the Services upon the terms and conditions hereinafter appearing:

NOW THIS AGREEMENT WITNESSETH AS UNDER:

1. All such information (whether oral or contained in written or other tangible medium) furnished (whether before or after the date hereof) by The client to IconCube for the purpose of supply of the Products/Service and all analyses, data, survey reports, questionnaire, compilations, forecasts, studies, designs, layouts, blueprints, or other documents prepared by IconCube in connection with the Services which contain or reflect any such information procured or received from The client is hereinafter referred to as the “Information”.

2. The term “Information” will not, however, include information which:

• is or becomes available to the public, other than as a result of a disclosure by IconCube in breach of this Agreement; or
• is rightfully received from a third party (other than The client) not in breach of any obligation of confidentiality;
• independently developed by IconCube without recourse to the Information;

3. IconCube will keep the Information confidential and will not (except as required by the law, regulation or legal process) without prior written consent of The client, copy, print, reproduce, distribute or disclose any Information in any manner whatsoever.

4. IconCube will not use any Information other than in connection with the said Services; provided, however, that IconCube may reveal the Information to IconCube’s designated persons who strictly need to know the Information for the purpose of the said Services and only to the extent that they need that access and on the basis that they themselves will:

• not use the Information other than in connection with the Services; and
• not disclose, copy, reproduce or distribute the Information to any person who is not designated person IconCube.

IconCube will keep The client informed in writing of their name and designation on separate place and treat that information confidential as it is his own one.

5. IconCube will not, except as required by applicable law, regulation or legal process, without the prior written consent of The client, disclose to any person/ entity the fact that the Information exists or has been made available, that IconCube is developing the Services or that discussions or negotiations are taking or have taken place concerning the Services.

6. In the event that IconCube is requested pursuant to, or required by applicable law, regulation or legal process to disclose any of the Information, IconCube may intimate The client in writing. IconCube shall disclose only such portion of the Information, which the IconCube is required to disclose by the prevailing law and the information sought by the law enforcement agencies under the process of law.

7. If IconCube determines not to proceed with the rendering of the Services, IconCube will promptly inform The client in writing, of that decision and, in that case, and at any time upon the request of The client, IconCube will either:

• Promptly destroy all Information on any tangible medium in the possession of IconCube and confirm such destruction to The client in writing (including expunging all Information from any computer, word processor or other device containing Information); or
• Promptly deliver to The client on The client’s expense all tangible media containing Information in its possession WITHOUT FAIL WITHIN SEVEN DAYS OF SUCH DECISION.

8. This Agreement shall be effective for a term of three (3) years from the date of the execution of this Agreement.

9. IconCube will indemnify and keep The client indemnified against all claims, demands, liabilities, losses, damages, costs and expenses suffered or incurred by The client arising directly or indirectly from a breach of this Agreement by IconCube, up to the amount paid by the The client.

10. This Agreement shall be governed by the laws of India.

11. Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the parties hereto failing which the dispute(s) shall be referred to arbitrator to be appointed by the Managing Director of the IconCube. The arbitration proceedings shall be held in Jaipur, India and the Arbitration and Conciliation Act, 1996 amended from time to time shall apply to such arbitration proceedings.

12. This Agreement contains the entire understanding and agreement between The client and IconCube regarding the confidentiality of the Information, and modifications of this Agreement or waiver of the terms and conditions hereof can be done only by an agreement between the parties and any such agreement shall be binding upon The client and the IconCube.

13. Either party may terminate this Agreement forthwith by giving a notice to the other party of its intention to do so, however such termination may be done without assigning any reason whatsoever and IconCube shall follow the procedure set out in Clause 7 (i) and (ii) in destruction and/or delivery of the Information.

14. This Agreement shall be modified only by a new agreement in writing executed by parties of this Agreement.