NDA V1.1
NDA V1.1
NDA V1.1
Herein agreed to the following terms and conditions of Professional Service agreement.
1. Purpose.
New Member agrees to provide certain services to GAC Solutions as an independent contractor,
specifically for IT roles and services. In connection with such services, New Member may have
access to Confidential Information (as defined below), clients, and other entities introduced
through GAC Solutions. This Agreement is intended to protect the interests of GAC Solutions and
its clients.
"Confidential Information" means any non-public information, including but not limited to trade
secrets, client lists, financial information, pay rates, pricing, marketing plans, business strategies,
technical information, software, and intellectual property, that is disclosed by GAC Solutions to
New Member in connection with the services to be provided by New Member. Confidential
Information also includes GAC Trade Secrets and Customer Trade Secrets (collectively referred
to as "Trade Secrets") that are conceived, originated, discovered, or developed by New Member
during the course of their engagement with GAC Solutions and related to the customer business.
3. Non-Disclosure.
New Member agrees to hold all Confidential Information in strict confidence and not to disclose,
reveal, or make available any Confidential Information, directly or indirectly, to any person or
entity, other than as required in the performance of the services for GAC Solutions. New
Member will not remove any Trade Secrets from their workplace except as required in the
normal course of GAC Solutions' or Customer's business. Upon the termination of New
Member's engagement with GAC Solutions, New Member agrees to return to GAC Solutions all
documents or materials in their possession or control, which contain any GAC Trade Secrets
(including documents stored on electronic media/computer disk, except New Member's
personal laptop).
4. Non-Compete.
During the term of this Agreement and for a period of [Number] months following the
termination of this Agreement, New Member shall not engage in, or provide any services to, any
business that is in direct competition with GAC Solutions within a radius of [Number] miles of
GAC Solutions' principal place of business.
5. Non-Solicitation.
During the term of this Agreement and for a period of 12 months following the termination of
this Agreement, New Member shall not, directly or indirectly, solicit or attempt to solicit any
client, customer, or prospective client of GAC Solutions, or any other person or entity introduced
to New Member through GAC Solutions, for the purpose of providing services similar to or in
competition with the services provided by GAC Solutions.
6. Termination.
The rights and obligations set forth in this Agreement do not in any way restrict New Member's
or GAC Solutions' right to terminate their engagement pursuant to the engagement agreement
signed between them.
7. Remedies.
New Member acknowledges that any breach of this Agreement may cause GAC Solutions
irreparable harm for which monetary damages would be an inadequate remedy. In addition to
any other remedies available at law or in equity, GAC Solutions shall be entitled to seek
injunctive relief to enforce the terms of this Agreement. In case of breach of contract on New
Member's part resulting in damages, New Member agrees to abide by the decision made by the
prevailing court of law.
8. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of
Telangana, within the jurisdiction of Hyderabad.
9. Entire Agreement.
This Agreement contains the entire understanding of the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous agreements and understandings,
whether oral or written, between the parties hereto with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
Name: Name:
Dated: Dated: