Non-Disclosure Agreement

1. Parties

This Non-Disclosure Agreement ("Agreement") is entered into between:

• Disclosing Party: The client, company, or individual engaging Brata Media Press for services ("Client").
• Receiving Party: Brata Media Press, a digital agency with operational presence in West Bengal, India; Frankfurt, Germany; and Monterrey, Nuevo León, Mexico ("Agency").

Each may also be referred to as a "Party" and collectively as the "Parties".

2. Purpose

The Parties wish to explore, discuss, and potentially enter into a business relationship involving the provision of digital agency services. In connection with this relationship, either Party may disclose or receive Confidential Information (as defined below). This Agreement governs the handling of such information.

3. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one Party to the other, whether orally, in writing, digitally, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to:

• Business strategies, plans, forecasts, and financial information.
• Product specifications, technical designs, source code, and proprietary technology.
• Customer lists, client data, pricing structures, and commercial terms.
• Marketing strategies, campaign data, and competitive intelligence.
• Project briefs, creative concepts, and strategic materials shared for the purpose of a proposed or active engagement.
• Any information explicitly designated as confidential by the disclosing Party.

4. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly known through lawful means without breach of this Agreement.
• Was rightfully known to the Receiving Party prior to disclosure without any obligation of confidentiality.
• Is lawfully received from a third party without restriction on disclosure.
• Is independently developed by the Receiving Party without use of or reference to the Confidential Information.
• Is required to be disclosed by applicable law or valid legal process, provided the Receiving Party provides prompt written notice to the Disclosing Party where legally permissible.

5. Obligations of the Receiving Party

The Receiving Party agrees to:

• Hold all Confidential Information in strict confidence using no less than the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
• Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.
• Use Confidential Information solely for the purpose of evaluating or carrying out the business relationship contemplated between the Parties.
• Limit access to Confidential Information to employees, contractors, and agents who have a genuine need to know such information and who are bound by confidentiality obligations no less protective than those set forth herein.
• Promptly notify the Disclosing Party upon discovering any unauthorised use or disclosure of Confidential Information.

6. Intellectual Property

Nothing in this Agreement shall be construed to grant either Party any license, right, title, or interest in or to the other Party's Confidential Information or intellectual property, except as expressly provided in a separate written agreement. All Confidential Information remains the exclusive property of the Disclosing Party.

7. Return or Destruction of Confidential Information

Upon written request by the Disclosing Party, or upon termination of the business relationship, the Receiving Party shall promptly return or certifiably destroy all Confidential Information in its possession, including all copies, notes, summaries, and derivative works, except where retention is required by applicable law.

8. Term

This Agreement shall remain in effect for a period of three (3) years from the date of execution, unless otherwise agreed in writing by both Parties. The confidentiality obligations set forth herein shall survive the expiration or termination of this Agreement with respect to Confidential Information disclosed during its term.

9. Remedies

The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.

10. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of the Republic of India. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the competent courts of West Bengal, India, unless the Parties agree in writing to an alternative jurisdiction appropriate to the client's location (Germany or Mexico).

11. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior or contemporaneous discussions, representations, or agreements, whether oral or written, relating to confidentiality. Amendments to this Agreement must be made in writing and signed by authorised representatives of both Parties.

12. Request a Formal NDA

To request a customised, project-specific Non-Disclosure Agreement for your engagement with Brata Media Press, please contact us at:

Brata Media Press
Email: business@bratamedia.press
Subject: NDA Request — [Your Company Name]

We will respond with a tailored NDA draft within 2 business days.