1. The parties and purpose
This mutual non-disclosure agreement is between you and Windmark, the trading name of ENV Design and Technology, based in Bengaluru, Karnataka, India. It applies while we evaluate working together and for the life of any engagement that follows.
The purpose is simple: to let both sides share what they need to scope and deliver a project, while keeping each other’s sensitive information private. Each side may be the discloser at one moment and the recipient at another, so the obligations run both ways.
2. What counts as confidential information
Confidential information is any non-public information one side shares with the other, in any form, that is marked confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.
It includes, without limit, product roadmaps, pricing, customer and prospect lists, source code, designs, brand strategy, business plans, financials, contracts, personal data, and, for partner engagements, the identity of and information about your end client.
3. Obligations of the receiving side
The receiving side agrees to: use the confidential information only for the purpose it was shared; keep it secret with at least the same care it uses for its own confidential information, and no less than reasonable care; and not copy or reproduce it beyond what the purpose requires.
The receiving side may share confidential information only with its own staff and contractors who need it for the engagement and who are bound by confidentiality duties at least as protective as these. Each side stays responsible for the people it shares information with.
4. Working alongside other agencies
When Windmark is engaged as a white-label partner, we treat your brand, your client relationships, and any end-client information you pass to us as your confidential information. We will not approach or solicit your end client outside the engagement, and we will not claim the work as our own without your written consent.
Where you act as a controller of personal data and we act as your sub-processor, we handle that data only on your documented instructions and under your data processing agreement, in addition to the duties in this NDA.
5. Carve-outs
Information is not confidential if the receiving side can show it (a) is or becomes public through no fault of theirs, (b) was already known to them before disclosure, (c) was received from a third party who was free to share it, or (d) was independently developed without using the confidential information.
6. Required disclosure
If the receiving side is legally compelled to disclose confidential information by law, regulation, or a court or authority, it may do so, but only to the extent required. Where it is lawful and practical, it will tell the disclosing side first so they can seek protective treatment, and it will disclose no more than necessary.
7. No license or other rights
Confidential information remains the property of the side that shared it. Nothing in this NDA grants either side any licence or right to the other’s intellectual property, and nothing obliges either side to enter into a further agreement. Licences and ownership are dealt with only in a signed SOW or separate agreement.
8. Duration
The confidentiality obligations begin on the earlier of the date this NDA is signed or the date information is first shared, and continue for three years after the engagement ends. For information that qualifies as a trade secret, the obligations continue for as long as it remains a trade secret under applicable law. Customer lists, source code, and end-client information are treated as trade secrets.
9. Return or destruction
Within thirty days of the engagement ending, or on the disclosing side’s written request, the receiving side will return or destroy the confidential information and confirm it has done so, except for one copy that may be retained in archived backups for compliance purposes. Information kept in backups stays subject to this NDA until deleted.
10. Remedies
Both sides accept that a breach of this NDA could cause harm that money alone cannot fix. The disclosing side may therefore seek injunctive or other equitable relief, in addition to any other remedy available at law, without needing to post a bond.
11. No warranty
Confidential information is shared "as is". Neither side warrants the accuracy or completeness of the information it discloses, and neither is liable for the other’s reliance on it, except as set out in a separate signed agreement.
12. General and governing law
This NDA is governed by the laws of India, and the courts of Bengaluru, Karnataka have exclusive jurisdiction, unless a signed master agreement states otherwise. It may not be assigned without the other side’s consent, except to a successor of the business. If any part is unenforceable, the rest stays in effect, and a failure to enforce a term is not a waiver of it.
Questions about this NDA? Email hello@windmark.co or write to ENV Design and Technology (Windmark), Bengaluru, Karnataka, India.
