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NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT

This Agreement is made and entered into on this _ day of __, 20, by and between:

OneWorld Logix, a company incorporated under the laws of India, having its principal place of business at [Insert Full Address], hereinafter referred to as the "Disclosing Party" or "Company",

AND

[Vendor/Subcontractor Full Name], a company/individual having its principal address at [Insert Address], hereinafter referred to as the "Receiving Party" or "Vendor".

(Collectively referred to as the "Parties")

1. PURPOSE

The purpose of this Agreement is to define the terms under which the Vendor may be given access to proprietary customer leads and project information for survey and pricing purposes, under strict confidentiality and non-circumvention terms. The Vendor shall assist in generating estimates for relocation services and shall not engage in unauthorized direct dealings.

2. DEFINITIONS

"Confidential Information" shall include, without limitation:

  • Customer details including names, contact numbers, addresses, or personal/business data
  • Project scope, schedules, requirements, and pricing
  • Company's vendors, subcontractors, and logistics data
  • Strategies, methodologies, SOPs
  • Any documents, verbal exchanges, or electronic communications shared during engagement

3. CONFIDENTIALITY OBLIGATIONS

The Vendor agrees that:

  • All Confidential Information shall be kept strictly confidential and used only for project-related purposes as authorized by the Company.
  • Vendor shall not disclose, duplicate, distribute or transmit any Confidential Information to third parties without prior written consent from the Company.
  • Information shall be securely stored and shared only with those employees or agents who need access to perform services.
  • Upon request or termination of the Agreement, all Confidential Information must be returned or destroyed.

4. NON-CIRCUMVENTION

The Vendor expressly agrees:

  • Not to contact or solicit the customer directly, or through any third party, under any circumstance.
  • Not to make or propose any financial transaction with the customer without express, written approval from the Company.
  • Not to use any information gained during the engagement to bypass the Company or deal with customers independently or through another party.
  • Not to refer or transfer customer data to any other individual or competitor.

5. NON-COMPETE

For the term of this Agreement and for two (2) years following its termination, the Vendor agrees:

  • Not to engage with any customer introduced by the Company in any relocation-related service or offering, directly or indirectly, unless routed through the Company.
  • Not to replicate the Company's operational model to service similar clients, either independently or on behalf of another party.

6. INTELLECTUAL PROPERTY & OWNERSHIP

  • All surveys, reports, assessments, and service-related intellectual property prepared by the Vendor remain the property of the Company.
  • Customer leads shared by the Company are the Company's proprietary information and shall not be retained post-contract.

7. PRICING & MARGIN

  • Vendor must provide cost estimates transparently to the Company.
  • The Company reserves the exclusive right to adjust pricing, apply its margin, and negotiate with the customer.
  • Vendor agrees not to disclose their original pricing to the customer or any third party.

8. LEGAL REMEDIES FOR BREACH

Indian Legal Framework (Applicable Laws in Case of Breach):

  • Indian Contract Act, 1872 – Enforceability of this contract and remedies for breach.
  • Information Technology Act, 2000 – Unauthorized access, disclosure, or misuse of digital information.
  • Indian Penal Code (IPC), 1860:
    • Section 405 – Criminal Breach of Trust
    • Section 408 – Criminal Breach of Trust by agent
    • Section 418 – Cheating with knowledge
    • Section 420 – Cheating and dishonestly inducing delivery of property
    • Section 120B – Criminal Conspiracy
  • These sections may apply in case of willful violation, fraud, or malicious disclosure of customer or project data.

9. TERM & TERMINATION

  • This Agreement shall remain valid until terminated by either Party with 30 days' prior written notice.
  • The obligations of confidentiality and non-circumvention shall survive for a period of two (2) years after termination.

10. GOVERNING LAW & JURISDICTION

  • This Agreement shall be governed by and interpreted in accordance with the laws of India.
  • Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the Courts of Navi Mumbai, Maharashtra.

11. NO PARTNERSHIP OR EMPLOYMENT

Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment relationship, or agency between the Company and the Vendor. The Vendor operates as an independent contractor.

12. SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable under Indian law, the remaining provisions shall continue in full force and effect.

13. ENTIRE AGREEMENT

This Agreement constitutes the full understanding between the Parties and supersedes all prior agreements, whether oral or written, with respect to the subject matter herein.

14. AMENDMENTS

No amendment or modification to this Agreement shall be binding unless made in writing and signed by both Parties.