Non-Disclosure Agreement

• LigimeX — the entity operating the LigiComms platform, based in Lucknow, Uttar Pradesh, India.
• Customer / Partner — any individual or organisation that registers for, evaluates, or engages with LigiComms and shares or receives confidential information in that context.

This NDA is mutual — the same obligations apply equally to both parties.

The parties may exchange confidential information in connection with evaluating, purchasing, using, or supporting the LigiComms platform, including but not limited to: business discussions, technical integrations, support interactions, and partnership explorations (the "Purpose").

"Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, electronically, or by any other means, that is either:

• Marked or identified as confidential, proprietary, or similar at the time of disclosure; or
• Reasonably understood to be confidential given its nature and the circumstances of disclosure.

Without limiting the above, Confidential Information includes:

• Business information — business plans, strategies, customer lists, pricing, financial data, marketing plans, and partnership terms.
• Technical information — source code, architecture, APIs, security practices, infrastructure details, and product roadmaps.
• Customer data — any data belonging to either party's end customers that is shared during the course of the relationship.
• Trade secrets — proprietary algorithms, processes, formulas, and know-how that derive independent economic value from not being generally known.

Confidential Information does not include information that:

• Was already known to the Receiving Party at the time of disclosure, without obligation of confidentiality.
• Is or becomes publicly available through no fault or action of the Receiving Party.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
• Is lawfully received from a third party without restriction on disclosure and without breach of any obligation of confidentiality.

The Receiving Party agrees to:

• Use the Disclosing Party's Confidential Information solely for the Purpose described in section 02.
• Protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.
• Limit access to Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this NDA.
• Not disclose, publish, or otherwise make available any Confidential Information to third parties without the Disclosing Party's prior written consent.
• Not use the Confidential Information to compete with the Disclosing Party, reverse-engineer the Disclosing Party's products, or for any purpose outside the scope of this NDA.

The Receiving Party may disclose Confidential Information if required by law, regulation, or a valid court order, provided that the Receiving Party:

• Gives the Disclosing Party prompt written notice (where legally permitted) so that the Disclosing Party may seek a protective order.
• Discloses only the minimum amount of information required to comply with the legal obligation.
• Takes reasonable steps to ensure that any compelled disclosure is treated as confidential by the receiving authority.

All Confidential Information remains the property of the Disclosing Party. Nothing in this NDA grants the Receiving Party any licence, ownership, or intellectual-property rights in the Disclosing Party's Confidential Information, except the limited right to use it for the Purpose.

• This NDA is effective from the date the parties first exchange Confidential Information and continues for the duration of the business relationship.
• The confidentiality obligations under this NDA survive termination of the business relationship for a period of 2 (two) years.
• Exception for trade secrets: obligations with respect to information that qualifies as a trade secret under applicable law survive indefinitely, for as long as the information retains its trade-secret status.

Upon termination of the business relationship or upon written request by the Disclosing Party, the Receiving Party will promptly:

• Return or destroy all copies (physical and electronic) of the Disclosing Party's Confidential Information in its possession.
• Certify in writing, if requested, that such return or destruction has been completed.
• Copies retained in routine backups or as required by law may be retained, provided they remain subject to the confidentiality obligations of this NDA.

Both parties acknowledge that a breach of this NDA may cause irreparable harm for which monetary damages alone would be an inadequate remedy. In addition to any other remedies available at law or in equity, the Disclosing Party is entitled to seek injunctive or other equitable relief without the necessity of posting a bond or proving actual damages.

• Governing law — this NDA is governed by the laws of India. Courts in Lucknow, Uttar Pradesh have jurisdiction, except where mandatory local law requires otherwise.
• Entire agreement — this NDA constitutes the entire agreement between the parties regarding confidentiality and supersedes all prior understandings on this subject.
• Amendment — modifications to this NDA must be in writing and agreed to by both parties.
• Severability — if any provision of this NDA is found unenforceable, the remaining provisions continue in full effect.
• No waiver — failure to enforce any provision of this NDA does not constitute a waiver of that provision or any other provision.
• Assignment — neither party may assign this NDA without the other party's written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.

To discuss this NDA or request a signed copy for your records, contact us at info@ligicomms.in or through our contact page.