This Mutual Non-Disclosure, Confidentiality & Non-Circumvention Agreement ("Agreement") establishes a legally binding framework between the Disclosing Party (Innovator, Creator, Startup, Enterprise, or Investor), the Receiving Party, and Anyworks Business Movers (AWBM) as the facilitating platform. By accepting this Agreement, both parties agree to protect all confidential information exchanged before, during, and after any virtual or face-to-face meeting facilitated through AWBM.
1. Confidential Information
Confidential Information includes, but is not limited to, ideas, concepts, innovations, inventions, prototypes, product designs, research, technical documents, source code, algorithms, CAD files, business models, financial information, investment strategies, manufacturing processes, customer information, pricing, marketing plans, trade secrets, intellectual property, presentations, discussions, demonstrations, and any verbal, written, digital, or visual information shared before, during, or after an AWBM-facilitated meeting.
2. Mutual Confidentiality & Permitted Use
Both Parties agree to keep all Confidential Information strictly confidential and use it solely for evaluating a potential business relationship. Neither Party shall copy, reproduce, distribute, record, photograph, publish, reverse-engineer, analyze, modify, commercialize, exploit, or use any Confidential Information for personal benefit or for the benefit of any third party without obtaining prior written approval from the Disclosing Party.
3. Exceptions to Confidentiality
Confidential obligations under this Agreement shall not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already lawfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without reference to or reliance on the Disclosing Party's Confidential Information; or (d) is lawfully acquired from a third party without restrictions on disclosure.
4. Third-Party Disclosure & Non-Circumvention
Neither Party shall disclose or share any Confidential Information with employees, consultants, advisors, investors, manufacturers, suppliers, business partners, clients, institutions, government agencies, or any third party without prior written consent of the Disclosing Party, unless required by applicable law. Neither Party shall directly or indirectly bypass, solicit, or establish business relationships with contacts introduced through the other Party to circumvent the original Party.
5. Intellectual Property Rights
All intellectual property, including patents, copyrights, trademarks, designs, trade secrets, know-how, prototypes, software, documentation, and related rights, shall remain the exclusive property of the original owner. Participation in meetings, demonstrations, discussions, or evaluations does not grant any ownership, license, assignment, investment rights, or permission to manufacture, replicate, register, or commercialize any disclosed innovation unless expressly agreed in writing.
6. Meeting Conduct & Recording Restrictions
Virtual and physical meetings conducted through AWBM are intended solely for evaluating collaboration opportunities. Audio recording, video recording, screenshots, photography, screen sharing, copying documents, or capturing confidential content is strictly prohibited without prior written consent from all participating Parties.
7. No Commitment or Obligation to Transact
Participation in AWBM-moderated calls, evaluations, or sharing of pitch materials imposes no legal obligation on either Party to proceed with an investment, commercial transaction, funding round, or joint venture. Any future relationship shall be subject to a separate definitive contract.
8. Return or Destruction of Confidential Materials
Upon written request from the Disclosing Party or upon termination of negotiations, the Receiving Party shall promptly delete, destroy, or return all physical and electronic copies of files, schematics, presentations, and documents containing Confidential Information, retaining only archival copies strictly necessary for regulatory compliance.
9. AWBM Platform Role & Neutrality
AWBM is solely a technology platform that facilitates introductions, communication, and meetings between innovators, investors, enterprises, and other users. AWBM does not verify the ownership, originality, patentability, commercial viability, or legal validity of any idea, concept, prototype, business model, or confidential information shared on the platform. AWBM is not responsible for monitoring discussions or enforcing agreements between users. Acceptance of this Agreement creates legal obligations exclusively between the participating Parties. AWBM may maintain electronic acceptance records, timestamps, user activity logs, and meeting metadata solely for security, audit, and evidentiary purposes and does not assume any fiduciary, contractual, or legal responsibility for the conduct or actions of either Party.
10. Disclaimer, Limitation of Liability & Indemnity
AWBM acts solely as an independent technology platform that facilitates introductions, communication, and meetings between users. AWBM is not a party to any discussion, negotiation, transaction, investment, partnership, licensing arrangement, or commercial agreement entered into between the Parties.
Each Party acknowledges and agrees that AWBM shall not be responsible or liable for any breach of this Agreement, misuse of Confidential Information, intellectual property infringement, fraud, misrepresentation, non-performance, financial loss, business loss, investment decision, contractual dispute, negligence, or any direct, indirect, incidental, consequential, or punitive damages arising from interactions between the Parties.
Each Party is solely responsible for protecting its own confidential information, conducting independent due diligence, obtaining legal advice where necessary, and entering into any separate agreements required for future collaboration or investment.
Each Party further agrees to indemnify, defend, and hold harmless AWBM, Anyworks Global Private Limited, its directors, officers, employees, affiliates, representatives, and technology partners from and against any claims, demands, actions, proceedings, liabilities, losses, damages, costs, or legal expenses arising out of or relating to their own acts, omissions, disclosures, negotiations, investments, contractual obligations, or breach of this Agreement.
No legal action, claim, or proceeding arising from discussions or meetings conducted through the AWBM platform shall be brought against AWBM in relation to any dispute between the Parties. The Parties expressly acknowledge that all rights, obligations, and liabilities under this Agreement exist solely between the Disclosing Party and the Receiving Party.
11. Governing Law, Jurisdiction & Electronic Binding
This Agreement shall be governed by and construed in accordance with the laws of India. Any legal dispute or claim arising between the Parties under this Agreement shall be subject to the exclusive jurisdiction of the competent courts in Indore, Madhya Pradesh, India.
The Parties acknowledge that clicking the digital acceptance checkbox on the AWBM platform constitutes a valid, legally binding electronic signature under the Information Technology Act, 2000 and applicable digital contract frameworks. Platform timestamp logs, user identity records, and IP addresses shall serve as admissible evidentiary proof of consent.