1. Purpose & Scope
This Confidentiality and Non-Disclosure Agreement ("NDA," "Agreement") establishes mutual obligations between GoNexel ("Company") and its clients ("Client," "Disclosing Party" / "Receiving Party") regarding the protection of confidential and proprietary information shared during the course of business.
This is a mutual NDA — both GoNexel and the Client are equally bound by the same confidentiality obligations. Neither party receives preferential treatment.
2. What Is Confidential Information?
Confidential Information means any non-public information disclosed by one party to the other, in any form, including but not limited to:
| Category | Examples |
|---|---|
| Business Information | Business plans, financial data, pricing, marketing strategies, client lists, investor information |
| Technical Information | Source code, algorithms, architecture, APIs, databases, system configurations, security protocols |
| Client Data | Personal data, project specifications, user analytics, customer databases |
| Proprietary Materials | Research, inventions, trade secrets, proprietary methodologies, training materials |
| Communication | Emails, meeting notes, proposals, draft agreements, negotiations |
3. Confidentiality Obligations
The Receiving Party agrees to:
- Protect Confidential Information with the same degree of care used for its own confidential information, but no less than reasonable care
- Use Confidential Information solely for the purpose of the business relationship
- Restrict access to employees, contractors, and agents who have a legitimate need to know
- Ensure all persons with access are bound by confidentiality obligations no less protective than this Agreement
- Not make copies except as reasonably necessary for the permitted purpose
- Not reverse engineer, decompile, or disassemble any technology or information
4. Exclusions
Confidentiality obligations do not apply to information that:
- Is or becomes publicly available through no fault of the Receiving Party
- Was already known to the Receiving Party prior to disclosure (with documentary evidence)
- Is independently developed without reference to the Confidential Information
- Is received from a third party not bound by confidentiality
- Is required to be disclosed by law, regulation, court order, or government authority
If compelled to disclose by law, the Receiving Party must: (1) provide prompt written notice to the Disclosing Party, (2) disclose only the minimum required, and (3) cooperate in seeking protective orders or confidential treatment.
5. Duration & Survival
| Information Type | Protection Duration |
|---|---|
| General Confidential Information | 3 years after termination of the business relationship |
| Trade Secrets | Indefinitely (as long as the information qualifies as a trade secret) |
| Financial Information | 5 years after disclosure |
| Personal Data | As required by applicable data protection laws (GDPR, CCPA, etc.) |
6. Permitted Disclosures
Confidential Information may be disclosed to:
- Employees: On a strict need-to-know basis, bound by written confidentiality agreements
- Subcontractors: Only with prior written consent, under NDA terms no less restrictive than this Agreement
- Legal Advisors: For the purpose of obtaining legal advice, under attorney-client privilege
- Auditors: As required for audit purposes, under professional secrecy obligations
- Legal Authorities: Only when legally compelled, with advance notice to the Disclosing Party
7. Return & Destruction of Information
Upon termination of the business relationship, or upon written request by the Disclosing Party:
- All Confidential Information must be returned or destroyed within 30 days
- The Receiving Party must provide written certification of destruction
- Exception: The Receiving Party may retain one archival copy solely for legal compliance, provided it remains confidential
- Information in automated backup systems may be retained until overwritten per normal retention schedule
8. Breach & Remedies
Breach of this Agreement may result in immediate legal action. Given the nature of confidential information, monetary damages may be insufficient — injunctive relief may be sought without the requirement of posting a bond.
8.1 Remedies Available
- Injunctive Relief: Court orders to stop ongoing or threatened breaches
- Specific Performance: Court orders requiring compliance with the Agreement
- Compensatory Damages: Recovery of actual losses suffered
- Legal Costs: Recovery of legal fees and court costs from the breaching party
- Termination: Immediate termination of the business relationship
8.2 Notification
If a breach or suspected breach occurs, the Receiving Party must notify the Disclosing Party within 24 hours and take all reasonable steps to mitigate the breach.
9. Contact
GoNexel
Email: info@gonexel.com
Website: gonexel.com
Support Hours: Mon–Fri, 9 AM – 6 PM IST
For suspected breaches, email info@gonexel.com with subject "Confidentiality Breach Report".