1. Purpose & Electronic Acceptance
This Mutual Non-Disclosure and Non-Circumvention Agreement ("Agreement") governs all commercial communications, strategic alignment meetings, proposals, white-label agency partnerships, digital marketing execution, and software development collaborations conducted between Enlargenet ("Company") and any entity, agency partner, or client accessing our platform, submitting project briefs, or engaging in business discussions ("Partner/Client").
By submitting an inquiry, executing a Statement of Work (SOW), sharing client briefs, or communicating via official email channels (vineet@conceptualise.in), the Partner/Client accepts and agrees to be bound by the terms of this Agreement.
2. Definition of Confidential Information
"Confidential Information" refers to all non-public, proprietary information disclosed by either Party, whether orally, visually, electronically, or in writing. This includes:
- Client rosters, agency partner lists, prospect lead data, and end-user personal data.
- Wholesale pricing structures, margin models, service quotes, and financial figures.
- Campaign strategies, technical SEO architectures, ad account data, server-side tracking (CAPI) configurations, custom source code, web applications, and UX/UI design prototypes.
- Proprietary workflows, operational manuals, sales pitch decks, and internal business processes.
3. Explicit Exclusions from Confidential Information
Notwithstanding Section 2, Confidential Information shall NOT include any information, data, or materials that:
Verbal Ideation & Casual Discussions: Unrecorded, non-memorialized verbal ideation sessions, general brainstorming discussions, or casual exploratory conversations that are not formally reduced to writing or designated as confidential within five (5) business days of verbal disclosure.
Public Domain Data: Is or becomes generally available to the public or in the public domain other than through a breach of this Agreement.
Pre-Existing Public Materials: Was already known to, or in the lawful possession of, the receiving party prior to disclosure, as demonstrated by written records, without any obligation of confidentiality.
Independent Development: Is independently developed or engineered without reference to, access to, or reliance upon the disclosed Confidential Information.
Third-Party Rightful Disclosure: Is lawfully received from a third party without restrictions on disclosure and without breach of any confidentiality obligation.
4. Obligations of Confidentiality
Both Parties agree to:
- Hold all Confidential Information in strict confidence, applying at least the same degree of care used to protect their own confidential information of like nature, but no less than a reasonable standard of care.
- Use the disclosed Confidential Information solely for the Authorized Purpose of evaluating, pitching, or executing authorized commercial projects.
- Restrict access to Confidential Information strictly to those employees, key contractors, white-label operational leads, and legal/financial advisors who have a legitimate "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.
5. Non-Circumvention & Non-Solicitation
To protect the legitimate business interests and agency relationships of both Parties:
Non-Circumvention: Neither Party shall bypass, circumvent, or avoid the other to directly approach, contract with, or transact business with any end-client, agency partner, or vendor introduced during the business relationship.
Non-Solicitation of Personnel: Neither Party shall directly or indirectly solicit, entice away, or offer employment to any core employee, software engineer, media buyer, designer, or specialist of the other Party during the active term of collaboration and for a period of twelve (12) months following its termination, without prior written consent.
6. Authorized Disclosures & Legal Compulsion
If either Party is required by law, court order, subpoena, or governmental authority in India (including requests under the DPDP Act 2023 or Information Technology Rules) to disclose any Confidential Information, it shall, to the extent legally permissible, provide prompt written notice to enable the other Party to seek a protective order or confidential treatment.
7. Term & Protection Period
Term: This Agreement takes effect upon initial engagement or communication and remains active throughout the duration of the commercial relationship.
Survival of Confidentiality: The obligations of confidentiality regarding disclosed information shall survive termination of the business relationship and remain in effect for a period of three (3) years from the date of initial disclosure.
8. Governing Law & Jurisdiction
This Agreement, its interpretation, and any disputes or claims arising out of or in connection with it shall be governed exclusively by the laws of India.
Any dispute, controversy, or legal proceeding arising under this Agreement shall be subject to the exclusive jurisdiction of the competent courts located in Gurugram, Haryana, India.
9. Contact Information
For any formal legal notices or questions regarding this Agreement, please contact:
Contact Person: Vineet Baveja (Founder & Sole Proprietor)
Entity Name: Enlargenet
Address: 301-C, 3rd Floor, Supermart 2, DLF Phase 4, Gurugram, Haryana, India
Email: vineet@conceptualise.in
Phone / WhatsApp: +91 9990158777
