ManpowerGroup India Terms and Conditions for RightAssess

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (this “Agreement”) is entered into by and between the individual or entity signing up to use the services (the “Recpient”) and Right Management India Private Limited, a company inocprate under Indian Companies Act, 1956, having its principal place of business at 6th Floor, Vatika City Point, MG Road, Sector-25, Gurugram - 122002 (“RMI”). Receiving Party and RMI are sometimes referred to collectively as the “Parties” or individually as a “Party.”

1) Purpose: RMI and Recipient are considering entering into a possible transaction or other business relationship between RMI and Recipient (the “Opportunity”). In order to discuss the Opportunity, it may be necessary for RMI to disclose to Recipient certain Confidential Information (as defined in article 2), RMI desires Recipient to treat as confidential pursuant to the terms of this Agreement, both while the Opportunity is under consideration and after the parties agree to proceed with it. However, nothing in this Agreement obligates either party to enter into a transaction in connection with the Opportunity and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Opportunity. In the even the parties enter into a subsequent agreement relating to the Opportunity (a “Definitive Agreement”), this Agreement will remain in force unless specifically replaced by confidentiality terms in the Definitive Agreement.

2) Definition of Confidential Information: “Confidential Information” means any non-public information disclosed by RMI directly or indirectly to Recipient in connection with discussing, developing or implementing the Opportunity, whether in writing, electronic records, audio-visual presentations, orally or by inspection of tangible objects, including, without limitation: (i) marketing, services, products, procurement, or financial information; (ii) information revealing business methods, plans, forecasts, customer lists, customer names, customer data, marketing plans, and techniques; (iii) compilations of publicly available information or material that, when taken as a whole, constitute confidential or proprietary information of or relating to RMI; (iv) any information or material marked as “confidential,” “privileged,” “proprietary” (or words of similar import), or otherwise represented by RMI as such; (v) technical information about RMI information systems, (vi) source code and its documentation, (vii) information disclosed to RMI or other third parties, (viii) information constituting a trade secret or other similar or comparable intellectual property right under applicable law (collectively “Trade Secrets”), (ix) information disclosed under a Definitive Agreement (if applicable), (x) “personal data” as defined under applicable privacy laws (“Personal Data”) and in the possession of RMI, even if not such personal data is not of a non-public character and (xi) information or materials the confidential or proprietary nature of which is reasonably apparent under the circumstances or described as such by RMI personnel (including promptly after disclosure by RMI, and including any such information constituting Confidential Information that may have been disclosed prior to the execution of this Agreement).

“Confidential Information” does not include any information which Recipient can prove (i) was publicly known and made generally available in the public domain prior to the time of disclosure to Recipient by RMI; (ii) becomes publicly known and made generally available after disclosure to Recipient by RMI through no action or inaction of Recipient; or (iii) was already lawfully in the possession of Recipient, without confidentiality restrictions, at the time of disclosure by RMI as shown by Recipient’s files and records immediately prior to the time of disclosure, or (iv) was independently acquired or developed by Recipient without breach of law or confidentiality obligations. Notwithstanding the foregoing, Recipient should assume all information received from RMI in connection with the Opportunity is Confidential Information unless informed otherwise in writing.

3) Non-use and Non-disclosure: Recipient agrees not to use any Confidential Information for any purpose except to evaluate and engage in discussions concerning the Opportunity, unless further use is anticipated in a Definitive Agreement (if applicable), in which case the scope of use will be limited to that clearly set forth in the Definitive Agreement unless otherwise set forth therein. Recipient agrees not to disclose any Confidential Information to third parties or to employees of Recipient, except to those employees, advisors and contractors who are required to have the information in order to evaluate or engage in discussions concerning the Opportunity and who are subject to confidentiality obligations substantially similar to those in this Agreement.

4) Maintenance of Confidentiality: Recipient agrees that it shall take all measures to protect the secrecy of, and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Recipient shall take at least those measures that Recipient takes to protect its own most highly confidential information and personal data (as applicable) and shall have its employees, if any, who have access to Confidential Information sign a non-use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.Recipient shall reproduce RMI’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. Recipient shall immediately notify RMI in the event of any unauthorized use or disclosure of the Confidential Information.

Recipient shall handle all Personal Data received from RMI in accordance with this Agreement and applicable laws and shall enter into Standard Clauses or other standard data processing agreements if deemed necessary by RMI.

By signing this Agreement Recipient will be deemed to have represented and warranted that it has and shall at all times maintain a comprehensive written information security program that complies with applicable laws and is adequate to ensure compliance with this Agreement. Upon request of RMI, Recipient shall provide copies of certifications and other information necessary to confirm the adequacy and compliance of its information security systems. Recipient shall inform RMI in writing of any actual or suspected unauthorized processing, loss, use, disclosure or acquisition of or access to any Confidential Information, or any actual or suspected unauthorized access to a RMI information system (collectively a “Security Event”) within five days of discovery by Recipient or its subcontractors, Such notice shall summarize in reasonable detail the nature of the Security Event, the possible effect on RMI, the corrective action taken or proposed to be taken, and details regarding any individuals whose Personal Data was or may be affected. Recipient shall promptly take all necessary and advisable corrective actions, and shall cooperate fully with RMI in all reasonable and lawful efforts to prevent, mitigate or rectify such Security Incident.

Recipient shall immediately inform RMI in writing of any failure to meet its obligations under this Agreement, such detail to contain sufficient details of the breach and any proposed remedial actions.

5) Return of Materials: All documents and other tangible objects containing or representing Confidential Information and all copies thereof of which are in the possession of Recipient shall be and remain the property of RMI and shall be promptly returned to RMI upon RMI request, or shall be destroyed or dealt with pursuant to written instructions from the RMI. In the absence of any such instructions from RMI, the Confidential Information should be securely disposed of within 60 days of the termination of this Agreement or the cessation of discussions regarding the Opportunity, except to the extent of Confidential Information with respect to which retention is required for a longer period under applicable law. If requested by RMI, Recipient shall deliver certifications regarding the details of the disposition of Confidential Information.

6) No Warranties, No License: Nothing in this Agreement is intended to grant any rights to Recipient under any patent, mask work right, trademark, Trade Secret or copyright of RMI, nor shall this agreement grant Recipient any rights in or to Confidential Information except as expressly set forth herein. RMI makes no representations or warranties as to the accuracy of any Confidential Information.

7) Term: This Agreement shall remain in until (1) 24 months after notice by one Party to the other terminating discussion about the Opportunity, (2) replaced by a Definitive Agreement between the Parties or their respective affiliates in connection with the Opportunity that contains confidentiality obligations providing ongoing protection of Confidential Information disclosed hereunder and superseding this Agreement. Notwithstanding the foregoing, (i) in the event Confidential Information remains in the possession of Recipient despite the Opportunity not being pursued, this Agreement shall remain in force with respect to such Confidential Information until it is no longer in Recipient’s possession, (ii) this Agreement shall remain in force with respect to Trade Secrets of RMI until such time as the Trade Secret is no longer protected by applicable law, and (iii) this Agreement shall remain in force as long as Recipient continues to have access to any information system of RMI (other than those that are freely accessible to the public). To the extent Recipient retains any Personal Data disclosed by RMI, Recipient shall continue to comply with applicable data privacy laws in connection with the handling thereof.

8) Remedies: Recepient acknowledges and agrees that the violation of any of the restrictions contained in this Agreement will result in immediate and irreparable harm to RMI for which monetary damages may not be an adequate remedy. Accordingly, Recipient agrees that in the event of actual or threatened breaches of this Agreement, RMI is entitled to apply for preliminary and permanent injunctive relief as well as reasonable attorneys’ fees and an accounting (whether equitable or otherwise) of any earnings, profits, and other benefits arising from such violation. The pursuit of such remedies by RMI does not forestall them from pursuing any other remedies that may be available under applicable law including the recovery of monetary damages.

Recipient shall indemnify RMI for any and all damages, claims, liabilities, costs, expenses (including reasonable attorneys’ fees, court costs, litigation expenses and translator and interpreter fees), fines or diminuition in value suffered in connection with any breach by Receipient of this Agreement Recipient is responsible for any and all breaches of this Agreement by its officers, directors, agents, employees, subcontractors, and representatives, and shall indemnify and hold RMI harmless for any such breaches.

9) Recipient Information: RMI does not wish to receive any confidential information from Recipient, and RMI assumes no obligation, either express or implied, with respect to any information disclosed by Recipient.

10) Miscellaneous:
(a) This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns.
(b) This Agreement shall be governed by the laws of India.
(c) Courts in New Delhi shall have exclusive jurisdiction in hearing matters arising out of, or relating to this Agreement, provided that RMI may seek injunctive or other relief in any court in any jurisdiction for purposes of preventing or remedying the improper disclosure of Confidential Information.
(d) This Agreement may not be amended, nor any obligation waived, except by a writing signed by both Parties.
(e) Neither this Agreement nor any of the Recipient’s rights, interests, or obligations hereunder may be assigned or otherwise transferred without the prior written consent of RMI. Any RMI company may enforce the provisions of this Agreement against Recipient.
(f) ll terms and provisions of this Agreement are severable, and any term of provision of this Agreement or the application thereof determined to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability without affecting the remainder of this Agreement or any other application of such term or provision.
(g) RMI’s failure to enforce any right provided by this Agreement will not be deemed a waiver of such right or any other rights, including the right to enforce a subsequent breach of the same obligation.