This Non-Disclosure Agreement ("Agreement") is entered into as of [21-Jun-2025], by and between:
Elysian Intelligence Business Solutions Private Limited, a company incorporated under the laws of the Government of India, having its registered office at No. 227, Church road, Anna nagar, Madurai – 625020, Tamil Nadu, India, with CIN: U74999TN2017PTC119129 (hereinafter referred to as “EiBS”, which term shall, unless repugnant to the context, mean and include its successors, administrators, and permitted assigns), acting through its authorized signatory Business Head duly authorized for the purposes hereof, of the FIRST PART;
ABC Group of Companies, a company incorporated under the laws of the Government of India, having its registered office at ABC Groups, Chennai, Tamilnadu, India, with Reg. No: U12345MH2023PTC012345 (hereinafter referred to as the "eClient", which term shall, unless repugnant to the context, mean and include its successors, administrators, and permitted assigns), acting through its authorized signatory Ms.Priya duly authorized for the purposes hereof, of the SECOND PART;
- Client name is engaged in obtaining IT/ITES-related services from EiBS (such as CRM Devlopment) for its business operations.
- EiBS is in the business of providing a wide range of IT/ITES services (including but not limited to CRM Devlopment, and other customized digital solutions) and possesses the necessary expertise, manpower, and technical resources to deliver the required services to the eClient.
- Technical documentation and specifications
- Product designs and architecture
- Source code and algorithms
- Business plans and strategies
- Client and customer information
- Marketing plans and financial data
- All project-related communications, assets, and deliverables
The Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating or executing the intended business relationship between the Parties. Such information shall only be disclosed to employees, agents, or contractors of the Receiving Party who:
- Have a legitimate need to know the information for the purpose outlined above, and
- Are bound by confidentiality obligations no less restrictive than those contained in this Agreement.
The Receiving Party shall protect the confidentiality of such information using at least the same degree of care it uses to protect its own confidential and proprietary information, and in no event less than a reasonable standard of care.
The information shared under this agreement will not be considered "Confidential Information" if:
- It is already available to the public and the Client is not responsible for making it public.
- The Client already knew the information before the Company shared it.
- The Client created or discovered the information on its own, without using anything shared by the Company.
- Anyone else legally gave the information to the Client, and that person was not required to keep it confidential.
- The Client is legally required to share the information (for example, by a court or government order). In this case, the Client must try to notify the Company as soon as possible so the Company can protect the information.
All Confidential Information disclosed under this Agreement shall remain the sole and exclusive property of the Disclosing Party. Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, under any patent, copyright, trademark, trade secret, or other intellectual property right belonging to the Disclosing Party.
This Agreement shall commence on the Effective Date and shall remain in effect for a period of three (3) years. The obligations of confidentiality under this Agreement shall survive for a period of two (2) years after the termination or expiration of the business relationship between the Parties.
Upon written request by the Disclosing Party, or upon termination of the relationship between the Parties, the Receiving Party shall promptly return or securely destroy all Confidential Information, including any copies, summaries, or extracts thereof, in its possession or control.
Nothing in this Agreement shall be construed as obligating either Party to proceed with any proposed business relationship, transaction, or project. Either Party may terminate discussions at any time without liability or obligation to the other.
The Receiving Party acknowledges that any unauthorized use or disclosure of the Confidential Information may cause irreparable harm to the Disclosing Party. Accordingly, the Disclosing Party shall be entitled to seek injunctive or equitable relief, in addition to any other legal remedies available, in the event of a breach or threatened breach of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Madurai, Tamil Nadu, India.
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter herein and supersedes all prior or contemporaneous agreements, communications, or understandings, whether oral or written, relating to confidentiality.
This Service Legal Agreement ("Agreement") is entered into on this 21st day of June, 2025, by and between:
Elysian Intelligence Business Solutions Private Limited,
a company incorporated under the laws of India, having its registered office at
No. 227, Church Road, Anna Nagar, Madurai – 625020, Tamil Nadu, India,
with CIN: U74999TN2017PTC119129 (hereinafter referred to as the "Service Provider" or "EiBS"),
and
Ms.Priya,
a company/individual having its registered office at
ABC Groups, Chennai, Tamilnadu, India
with CIN: U12345MH2023PTC012345 (hereinafter referred to as the "Client")
and
Collectively referred to as the "Parties."
This Agreement sets forth the terms and conditions under which the Service Provider shall deliver professional IT/ITES services to the Client as detailed in Annexure A (Scope of Work), and governs all aspects of service performance, deliverables, payment, and legal responsibilities.
The scope of services to be rendered under this Agreement is defined in Annexure A. Any work outside the defined scope shall be subject to a formal change request approved in writing by both Parties and may involve additional costs and time.
The Service Provider shall not be obligated to perform any services or deliverables beyond what is specifically mentioned in the scope
The total duration for the execution and delivery of the project shall be [Insert Duration] commencing from the Effective Date. Any extension shall be mutually agreed upon in writing.
The total project fee shall be ₹ [Total Amount], and shall be paid in the following stages:
-
Stage 1: Initial Payment – 50%
Due upon signing of this Agreement. Work will commence only after this payment is received. -
Stage 2: Progress Payment – 30%
Due upon completion of 75% of the project, based on mutually agreed milestones. -
Stage 3: Final Payment – 20%
Due upon final approval and acceptance of the completed product by the Client
Go-Live Condition:
The final product will be deployed to the live/production environment only after receipt of 100% payment.All payments shall be made within [X] business days of invoice.
Payment Instructions:All payments shall be made to the bank account details provided on the invoice issued by the Service Provider. Invoices will be shared electronically via official email.
Taxes & Duties:The Client shall be responsible for any applicable taxes, levies, customs duties, or transaction fees imposed by their local authorities. The Service Provider shall not be liable for any deductions made by foreign banks or intermediaries.
Both Parties agree to keep all proprietary information, trade secrets, and sensitive data confidential during the term of this Agreement and for a period of two (2) years after its termination. A separate Non-Disclosure Agreement (NDA), if signed, shall remain in full force.
All intellectual property rights in the final deliverables shall be transferred to the Client only upon receipt of full payment. Until such time, all code, content, and designs remain the sole property of the Service Provider.
This Agreement may be terminated:
- By either Party with 30 days written notice.
- Immediately by the Service Provider for non-payment, breach of contract, or unlawful usage.
- Upon mutual consent of both Parties.
In case of early termination, the Client shall pay for all work completed up to the termination date. In such cases, only 50% of the total amount paid by the Client shall be refunded. The remaining amount shall be retained by the Service Provider to cover resource and administrative expenses
The Service Provider’s total liability under this Agreement shall not exceed the amount actually paid by the Client for the services. The Service Provider shall not be liable for any indirect, incidental, or consequential damages.
In the event of any dispute arising out of or relating to this Agreement, the Parties shall first attempt to resolve it amicably. If unresolved, the matter shall be submitted to arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be held in Madurai, Tamil Nadu, India, and the language of arbitration shall be English.
International Clause: The Parties may mutually agree to resolve disputes in a neutral jurisdiction or through internationally recognized arbitration mechanisms if required.
This Agreement shall be governed by and construed in accordance with the laws of India. The courts located in Madurai, Tamil Nadu shall have exclusive jurisdiction.
This Agreement, including any annexures, constitutes the entire understanding between the Parties and supersedes all prior agreements, communications, or understandings, whether oral or written. No amendment or modification shall be valid unless made in writing and signed by both Parties.
- Non-Refundable Payment: Once the project is initiated and any payment has been made, the amount paid shall be non-refundable.
- Annual Maintenance Charges (AMC):An Annual Maintenance Charge (AMC) of 15% of the total project value shall be applicable from the second year onward for maintenance, upgrades, and ongoing minor enhancements. The AMC shall be billed annually.
- Server and Domain Charges:The cost of domain registration, server space, hosting, and related infrastructure shall be additional and borne by the Client, if applicable.
- Post-Delivery Support & Training: The Service Provider shall provide basic training upon delivery. Any additional training, support, or technical assistance requested after delivery shall be chargeable at a mutually agreed rate.