NON-DISCLOSURE AND NON-COMPETITION AGREEMENT

 

AGREEMENT made between Translator (hereinafter: “Recipient”) and Creative Translation Services Desk – LSP, (“CTSD”) with GST: 06BMPPS9567Q1ZL and offices at S2-Villa no. 8, Signature Villas, Vatika India Next, Sector 82, Gurugram, Haryana 122004, India.

 

WHEREAS CTSD is willing to provide to the Recipient certain confidential and proprietary information for the limited purposes, and under the terms and conditions set forth herein,

IN CONSIDERATION of the mutual promises and representations contained in this agreement, and of other good and valuable consideration, the reasonableness and sufficiency of which hereby are acknowledged,

IT IS AGREED AS FOLLOWS:

  1. CONFIDENTIAL INFORMATION. Recipient agrees that information disclosed or delivered by CTSD to Recipient and any other information, including but not limited to information learned by Recipient from CTSD employees, agents or through of the property of any such party, that relates to CTSD or CTSD Customers’ products, designs, business plans, business opportunities, finance, research, development, know-how, personnel, confidential information disclosed to with regard to Localization, Translation and Linguistic Services, shall be considered Confidential Information.

  2. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Recipient agrees to protect CTSD and CTSD Customers’ Confidential Information, using at least the same degree of care that it uses to protect its own confidential and proprietary information of similar importance, but no less than a reasonable degree of care. Recipient will not disclose, publish, or disseminate Confidential Information to anyone other than those of its employees and consultants who have a need to know in order to accomplish Accounting, Localization, Translation and/or Linguistic Services or any other service subcontracted by CTSD and who are bound by a written agreement that prohibits unauthorized disclosure or use of Confidential Information. Recipient agrees to inform CTSD about the names and responsibilities of their employees and consultants who may have access to any information shared by CTSD. Recipient also agrees to obtain CTSD’s previous written agreement on sharing CTSD’s related information with Recipient’s employees or consultants. Recipient agrees that any employee or consultant who may have access to CTSD’s information is bound to this Agreement and need to sign this NDA and send it back to CTSD. Recipient will be responsible for any violation of the terms of this agreement by its employees and consultants. Recipient agrees not to use Confidential Information for any other purpose or for its own or any third party’s benefit, including the fact that Recipient has worked on a project for the Customer via CTSD, without the prior written consent issued by CTSD.

  3. RETURN OF CONFIDENTIAL INFORMATION. Within ten (10) business days of written request, and at CTSD’s option, Recipient will either return to CTSD all tangible Confidential Information, including but not limited to all electronic files, documentation, notes, plans, drawings, and copies thereof, or will provide CTSD with written certification that all such tangible Confidential Information has been destroyed.

  4. TERM. This Agreement shall continue in effect until expressly terminated by either party by written notice to the other, provided however, that the obligations of the parties under sections 2 and 3 of this Agreement shall survive any termination, expiration or cancellation of this Agreement.

  5. EQUITABLE RELIEF. Recipient hereby acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to CTSD Customers and consequently to CTSD that may be difficult to ascertain. Accordingly, Recipient agrees that CTSD, and each of the other parties identified herein, shall have the right to seek and obtain immediate injunctive relief from breaches of this Agreement, in addition to any other rights and remedies CTSD or such other party may have.

  6. COMPETITION. In the case the Recipient accepts to carry out work for one of CTSD's Customers, the Recipient automatically undertakes not to seek work directly for this Customer, and the Recipient will not contact any of CTSD's Customers during the term of this agreement, and for a period of three (3) years from the date of the last work carried out for the Customer through CTSD, for the purpose of soliciting business in competition with CTSD. This regulation does not apply in the case the Recipient has rendered services directly to the Customer prior to acceptance of an assignment from CTSD, and in the case the Recipient informs CTSD of a past and/or current relationship with the Customer prior to accepting the assignment.

  7. USE OF PERSONAL DATA. In accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, the personal data provided and collected during the selection process or from curriculums will be processed and automatically included in the personal data files for which CTSD is responsible. Personal data are collected and stored in these files for the exclusive purpose of forming part of the personnel selection, job bank and recruitment processes carried out, as well as for the effective performance of the jobs for which people are hired, on a regular or one-off basis.

The data subject gives their consent to the processing of their personal data for the aforementioned purpose. In the event of any changes to your personal data, please notify us of this in writing so that we can keep your personal data file updated. Similarly, the data subject releases CTSD from any responsibility due to the lack of updating of these data.

Its legitimacy for the collection of your data is based on this agreement signed with CTSD.

 

Equally, we inform you that to comply with legal, tax, employment and procedural obligations, your data may be notified to:

  • Public administrations (Social Security, Tax Agency, Grants/Fundings).

  • Mutual insurance companies for labour protection and services for occupational risk prevention or the preservation of workers' health.

  • Those entities, clients or suppliers that require the identification of employees or for which such identification is necessary:

    • banks for the payment of wages, insurance companies, projects, training, messaging, leasing, etc.

    • third party companies to which CTSD outsources tasks such as administrative, tax, labour and accounting management.

 

Your data will not be transferred for purposes other than those described above.

 

CTSD guarantees the correct use of the information and, in particular, the full confidentiality of the personal data contained in our files, as well as full compliance with the obligations regarding the protection of personal data.

 

In accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, CTSD undertakes to respect your confidentiality in the processing of your personal data, and informs you that you have the right to exercise the rights of access, rectification, cancellation, opposition, limitation and portability of your personal data by written request, by enclosing a photocopy of your national identity document (DNI) or passport upon demand, addressed to CTSD at the following address: S2-Villa no. 8, Signature Villas, Vatika India Next, Sector 82, Gurugram, Haryana 122004, India.

 

Similarly, we inform you that the Data Protection Agency is the competent body for the protection of these rights.

 

     8.  APPLICABLE LAW AND JURISDICTION. This Agreement shall be governed by Indian legislation. CTSD – Translation Group, its rightful owner and the Recipient, hereby submit to the jurisdiction of the Courts and Tribunals of New Delhi, India, with express waiver of any other jurisdiction to which they might have recourse.

 

 

IN WITNESS THEREOF, the parties have caused this Agreement to be executed by their duly authorized representative as of the date written below.

 

Signed by:  Deven Sachdeva (Founder)
Date: 10.12.2019

FOR AND ON BEHALF OF: CTSD