| 1.
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To maintain the confidentiality attaching to confidential Information, the recipient shall:
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a).
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Use the Confidential Information solely for the Purpose of Discloser and for no other purposes whatsoever.
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b).
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Limit access of Confidential Information only to those employees who have a need to know the same for effective completion of the task / project.
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c).
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Refrain from making copies of Confidential Information without the prior written approval of the Disclosure, except to the extent necessary for the Purpose of information being made available to Recipient.
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d).
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Refrain from allowing the information to be accessed by any outside party; and from making changes, modifications or enhancements to the Confidential Information or creating any derivative work from such information.
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e).
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Recipient shall notify the Discloser immediately upon discovery of any unauthorized use or release of Confidential Information or any other breach by Recipient and its employees and consultants, and will cooperate with Discloser in every reasonable way to help Discloser regain possession of the Confidential Information and prevent its further unauthorized use.
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f).
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Generally deal with the Confidential Information with as much care as the Recipient expects in the matter of its own confidential information.
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| 2.
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The Recipient may disclose Confidential Information to any judicial or executive authority, provided the Recipient has an approval from Discloser.
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| 3.
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The Recipient acknowledges that Confidential Information provided by the Discloser is and shall remain the exclusive property of the Discloser.
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| 4.
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The Recipient, as instructed by the Discloser, agrees to return or otherwise deal with all originals, copies, reproductions and summaries of Confidential Information and gives written/e-mailed certification accordingly.
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| 5.
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Neither party shall be liable to nor through the other for any special, incidental or consequential damages whatsoever, even if either party has been advised of the possibility of such damages. The parties acknowledge that monetary damages may not be a sufficient remedy for any breach. Accordingly, the Discloser shall be entitled to seek injunctive relief (as appropriate) as a remedy for any breach or threatened breach by the other party, in addition to any other remedies available at law or in equity.
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| 6.
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This shall be construed in accordance with the laws of India and any dispute shall be sought to be mutually resolved between the parties failing which it shall be referred to arbitration in accordance with the rules of the Indian Arbitration and Conciliation Act, 1996. The Arbitration Award shall be final and binding on both parties. The venue of Arbitration shall be Delhi, India.
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