CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY
Confidential
Execution Version
THIS NON-DISCLOSURE AGREEMENT (this “Agreement”), dated [●] (the “Effective Date”), is by and between [●], a [●] (“LS&Co. Agent”) and Wipro Limited, a company formed under the laws of the Republic of India (“Supplier”). Supplier and LS&Co. Agent may each be referred to herein individually as a “Party” or, collectively, as the “Parties”.
WHEREAS, pursuant to the Master Services Agreement between LS&Co., a Delaware corporation (“LS&Co.”) and Supplier dated November 7, 2014 (the“Service Agreement”), Supplier has agreed to permit third parties to audit Supplier in accordance with the terms of the Service Agreement (“Purpose”);
WHEREAS, LS&Co. has retained LS&Co. Agent with respect to the Purpose;
WHEREAS, certain confidential information may be communicated to LS&Co. Agent by Supplier for the purpose of the Purpose and Supplier desires LS&Co. Agent to keep such information confidential and to protect such information from unauthorized use or disclosure; and
WHEREAS, in consideration of the disclosure of such information to LS&Co. Agent, LS&Co. Agent is willing to keep such information confidential in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, Supplier and LS&Co. Agent hereby agree as follows:
LS&Co. Agent shall hold all information communicated to LS&Co. Agent and either marked as “Confidential” or described as such to LS&Co. Agent in writing either at the time of the disclosure or promptly thereafter, that relates to or arises in connection with the Purpose (the “Confidential Information”), in confidence to the same extent and in at least the same manner as LS&Co. Agent protects its own confidential information of a similar nature (and in no event with less than reasonable care), and shall not disclose, distribute or disseminate the Confidential Information, or documents or information derived therefrom, to any third party, except to those of LS&Co. Agent’s directors, officers, employees, affiliates, vendors, contractors and agents who have a need to have access to such Confidential Information and to LS&Co. in connection with the Purpose. The foregoing will not prevent the LS&Co. Agent from disclosing information that belongs to the LS&Co. Agent or information that is (a) publicly known or becomes publicly known through no unauthorized act of the LS&Co. Agent, (b) rightfully received from a third party under no obligation of confidentiality, (c) independently developed by the LS&Co. Agent without use of or reference to the Confidential Information, or (d) already known by the LS&Co. Agent at the time of disclosure and LS&Co. Agent has no obligation of confidentiality other than pursuant to this Agreement. This Agreement will not prevent LS&Co. Agent from disclosing Confidential Information which is required to be disclosed pursuant to a requirement of a governmental agency or law, or any governmental or political subdivision thereof, so long as LS&Co. Agent provides Supplier with written notice of such requirement, to the extent such notice is permitted by law, and takes commercially reasonable steps to allow Supplier an opportunity to object to such disclosure.
| 2. | RETURNOF CONFIDENTIAL INFORMATION. |
Unless otherwise agreed to in writing by Supplier, upon the completion of the Purpose, LS&Co. Agent will either: (a) return to Supplier all of the Confidential Information, and all copies thereof or (b) certify in writing that all of the documented Confidential Information and all copies thereof have been destroyed, excluding copies contained in any report (such as an audit report), which shall remain subject toSection 1. LS&Co. Agent may return the Confidential Information, or any part thereof, to Supplier at any time.
Nothing contained in this Agreement will be construed as granting or conferring any rights by license or otherwise in the Confidential Information except as expressly provided herein.
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| LS&Co. – Exhibit 10 – LS&Co. Agent NDA | | Page 1 |
