Maavi Corporation

Non-Disclosure Agreement

Mutual Confidentiality, Non-Compete and Non-Solicitation Agreement

This Confidentiality, Non-compete & Non-solicitation agreement (this “Agreement”) by and between Maavi Corporation., a California Corporation with an office located at 5201 Great America Parkway, Suite 320, Santa Clara, CA 95054, United States and 

with an address location at:

individually a party and collectively the Parties, is made and is effective November 19, 2019

  1. Confidential Information.
    1. Each of the Parties proposes to disclose to the other in connection with a potential business transaction “Confidential Information”
      1. “Confidential Information” means (1) all Information transmitted to one of the Parties (“Disclosing Party”) to the other (“Receiving Party”) in whatever form (orally, in writing or by any other media); and (2) all notes, abstracts, and analysis prepared by the other there from in whatever form (in writing or in any other media).
      2. “Information” includes all information that Disclosing Party considers to be proprietary. It includes, but is not limited to, trade secrets, strategic information, data, materials, products, technology, technical information, computer programs, specifications, drawings, prices, costs, procedures, proposed products or applications, processes, business systems, techniques, manuals, technical and business plans, software, marketing plans and strategies, market analysis, product development, proposals, financial projections, pro formas, financial statements and other financial information, client relationships, client lists, partners, vendor relationships and other information.
      3. Confidential Information does not include any information that
        1. becomes publicly available other than through a breach of this Agreement by the Receiving Party;
        2. is independently developed by the Receiving Party without reference to Confidential Information; or
        3. is or was lawfully and independently provided to Receiving Party, from a third party who, to the best of Receiving Party’s knowledge, was not subject to an obligation of confidentiality or otherwise prohibited from providing such information.
    2. Nothing herein requires the Disclosing Party to disclose to the Receiving Party any Confidential Information.
  2. The Receiving Party’s Obligations With Respect to Confidential Information.
    1. Upon the disclosure of any Confidential Information to the Receiving Party, it shall hold the Confidential Information in confidence, and it shall not use the Confidential Information other than for the purposes of its business with the Disclosing Party. The Receiving Party shall disclose the Confidential Information only to those people whom it employs or engages, including, without limitation, its directors, officers and advisors, who have a specific need to know and who agree to be bound by this Agreement. The Receiving Party will not disclose any of the Confidential Information to any third party whatsoever without the prior, specific written authorization of the Disclosing Party. Any such authorized third party must execute a copy of, and to be bound by, this Agreement prior to the Receiving Party’s disclosure of any Confidential Information. Receiving Party represents and warrants that it shall protect the Confidential Information received by it with at least the same degree of care, but not less than a reasonable degree of care, used to protect its own similar proprietary and confidential information from unauthorized use or disclosure. In any event, the Receiving Party shall be liable for any breach of this Agreement by any person to who or to which it discloses any Confidential Information.
    2. Confidential Information furnished in tangible form (including, without limitation, in computer software or held in electronic storage media) shall not be duplicated by the Receiving Party except for purposes of this Agreement. Upon the request of the Disclosing Party, the Receiving Party shall return all Confidential Information received in written or tangible form, including copies, reproductions or other media containing such Confidential Information, within ten (10) days of such request. At the Disclosing Party’s option and subject to any applicable law, any documents or other media developed by the Receiving Party containing Confidential Information shall be destroyed by the Receiving Party upon its receipt from the Disclosing Party of a written direction to destroy such documents or other media. The Receiving Party shall provide a written certificate to the Disclosing Party confirming such destruction within ten (10) days of its receipt of the Disclosing Party’s notice of destruction.
    3. If the Receiving Party or any of its directors, officers, employees or advisors are requested or required by applicable law to disclose any of the Confidential Information, the Receiving Party will promptly notify the Disclosing Party of this fact to permit the Disclosing Party to seek a protecting order to take other appropriate action. The Receiving Party will cooperate at the Disclosing Party’s direction and expense in the Disclosing Party’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded the Confidential Information. If, in the absence of a protective order, the Receiving Party or any of its directors, officers, employees or advisors are, in the opinion of the Receiving Party’s counsel, compelled as a matter of law to disclose the Confidential Information, the Receiving Party may disclose, but only to the extent required by applicable law, only such part thereof as is required by law to be disclosed.
  3. Non-Solicitation
    1. Without the other Party’s prior, express written approval, a Party, its affiliates and representatives will not:
      1. approach any of the employees of the other Party, its customers, its suppliers, or its competitors to discuss any matter pertaining to the other Party or its business; or
      2. directly or indirectly solicit to employ any person who at the time is an officer, salesperson, product manager or other key employee of the other Party, provided that nothing herein shall prohibit either Party from publishing advertisements for employment in any newspaper or periodical of general circulation.
      3. solicit business or sales from any customer, client or account of the other Party, or
      4. direct or attempt to direct any customer, client or account of the other Party hereto any third party that sells or offers for sale any of the products or services that other party hereto sells or offers to sell or any products or services that are similar thereto.
  4. Term. The obligations of the Parties herein shall be effective for a period of three (3) years following the date of this Agreement. Neither Party’s obligations under this Agreement shall be affected by any bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against a Party, nor by the rejection of this Agreement by a trustee of either Party in bankruptcy, or by either Party while acting as a debtor-in-possession or the equivalent of any of the foregoing under local law.
  5. No License. Receiving Party acknowledge and agrees that any Confidential Information provided to Receiving Party, in whatever form, is the sole property of Disclosing Party, and nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information. This Agreement shall not be construed to create any obligation on the part of either Party to retain the services of, or compensate, each other in any manner except as may by set fort by a separate written agreement duly executed by both Parties.
  6. No Publicity. Neither Party will disclose the existence or terms and conditions of this Agreement, or the fact that the Parties are holding discussions.
  7. Governing Law and Equitable Relief. This Agreement shall be governed and construed in accordance with the laws of the State of California without regard to its choice of law provisions. Each Party consents to the exclusive jurisdiction of the state courts and U.S. federal courts located in State of California for any dispute arising out of this Agreement. Each Party agrees that in the event of any breach or threatened breach by the other Party, money damages would not be a sufficient remedy for any violation of the terms and conditions of this Agreement and, accordingly, the non-defaulting Party will be entitled to specific performance and injunctive relief as remedies for any such breach. These remedies will not be exclusive remedies, but they will be in addition to all other remedies available to the non-defaulting Party.
  8. Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both Parties.
  9. No Assignment. Neither party may assign its rights or obligations under this Agreement or any interests herein without the other Party’s express, prior written consent. Any such purported assignment by a Party in the absence of the required express, prior written consent shall be null and void.
  10. Severability.  If any term or condition of this Agreement is help by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms and conditions, will remain in full force and effect as if such invalid or unenforceable term or condition had never been included.
  11. Notices. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate Party by personal delivery or by certified mail, postage prepaid, or by a recognized overnight delivery service.
    1. If to Maavi Corporation:
      1. Srikanth Pinnaka, CEO, Maavi Corporation, 5201 Great America Parkway, Suite 320, Santa Clara, CA 95054, United States
    2. If to    
  12. No Implied Waiver. Either Party’s failure to insist in any one or more instances upon strict performance by the other Party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.
  13. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
  14. Successors and Assigns. This agreement shall inure to the benefit and be binding upon the Parties, their respective successors and their permitted assigns.
  15. No Representation or Warranty. Neither Party makes any representation or warranty of any kind under this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

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Signed by Sri Pinnaka
Signed On: October 19, 2019

Maavi Corporation
Signature Certificate
Document name: Non-Disclosure Agreement
Unique Document ID: 689c75bb8792603fafcb24b0d09bb78c705bfc42
Timestamp Audit
October 19, 2019 6:03 pm PSTNon-Disclosure Agreement Uploaded by Sri Pinnaka - IP