Spectrum Wealth Management, a private limited company incorporated under the Companies Act, 1956, with its registered office at Office No-1104, 11th Floor GD-ITL Tower, Plot B-08, NSP, Pitampura, New Delhi 110034 (hereinafter referred to as “spectrum Wealth Management”) of the FIRST PART;
WHEREAS
A. “SpectrumPay” provides financial advisory and business auxiliary services.
B. The client is pursuing ——————and has expressed interest in evaluating products/services of “SpectrumPay” and its’ Affiliate (defined below);
and has indicated a desire to evaluate the goods and services of “SpectrumPay” and its Affiliate (defined below);
C. Each Party anticipates that during the discussion, evaluation, and implementation of SpectrumPay and its Affiliate’s goods and services, each Party (“Recipient”) may have access to Confidential Information as may be disclosed or delivered by the other Party (“Discloser”);
D. Both Parties have agreed to uphold certain obligations of secrecy and non-disclosure about the information disclosed herein, both about the disclosure and receipt of such Confidential Information.

THEREFORE, the Parties hereby agree as follows in consideration of the reciprocal commitments and covenants herein contained:

1. Definition:
1.1 “Confidential Information” or “Information” “refers to any information of the Discloser and its Affiliates, whether written or oral, tangible or intangible, which has commercial and/or proprietary value or is confidential and is either
(i) Technical information, including patents, copyrights, trade secrets, and other confidential data, techniques, sketches, APIs, protocols, code, drawings, models, innovations know-how, processes, apparatus, equipment, algorithms, software programs, software documents of origin, and formulae related to the Discloser’s and its Affiliates’ current, future, and proposed products and services, and/or
(ii) Non-technical information that pertains to the products and services of the Discloser and its Affiliates, including without limitation pricing, margins, merchandising plans and strategies, finances, accounting and financial data and information, suppliers, customers, customer lists, purchasing data, marketing and sales plans, future business plans, and any other information marked “proprietary” and/or “confidential” by the Discloser.

1.2 In the case of each Party, “Affiliate(s)” shall mean:
(a) any company or businesses controlled by such Party;
(b) any company or companies controlled by such Party; or
(c) any company or companies controlled or controlled by any company or companies described in (a) or (b) above.
1.3 “Controlling” versus “Controlled by”: The term “controlling” or “controlled by” referred to in Clause 1.2 shall denote:
(i) Direct or indirect ownership of more than 50% of that company’s outstanding issued shares; or
(ii) The right to appoint or remove a majority of its board of directors; or
(iii) The ability to exercise authority over such company as set out in (i) and (ii) hereinabove through any agreement, understanding, or common practice.

2. Disclosure Purpose: The disclosure purpose is to evaluate a prospective commercial connection between the Parties for the use of Spectrum Wealth and its Affiliate’s service(s)/product(s).

3. Non-disclosure and Non-use Obligations: The Recipient will keep in confidence and will not reveal or disseminate any Confidential Information belonging to the Discloser without the Discloser’s prior written authorization. Recipient acknowledges that it and its authorized representatives will treat all private Information of the Discloser with the same care that it affords to its private information. The recipient also indicates that it takes at least reasonable precautions to protect its sensitive information.
Recipient agrees to disclose Confidential Information only to those of its employees and representatives who require such knowledge and certifies that such employees and representatives are bound by appropriate documents restricting their misuse or unauthorized dissemination of Confidential Information. In the event that the Recipient’s employees/representatives, etc., misuse, breach, unauthorized use/dissemination, or breach of the obligations, the Recipient shall be fully liable and responsible to the Discloser for such breach, dissemination, or misuse.
The Recipient must quickly inform the Discloser of any suspected or real unauthorized access, collection, acquisition, use, transmission, disclosure, corruption, or loss of Confidential Information, or breach of any environment administered by the Recipient that contains Confidential Information. The Discloser must decrease all Confidential Information revealed orally by the Discloser in writing within 48 (forty-eight) hours of the actual time of such oral revelation.

4. Exclusions: The provisions of Clause 3 above shall not apply to information that the Recipient can demonstrate with adequate documentation is:
(a) information that is currently or at a later point in time published or otherwise generally made readily accessible to the public other than through the Recipient’s act or omission; or
(b) information that the Recipient can demonstrate by written records was lawfully in the Recipient’s possession at the time of disclosure;
(c) Information acquired from a third party who had the lawful right to make such disclosure, as evidenced by written records;
(d) Information independently developed by the Recipient with no reference/use or access to the materials which includes the Information disclosed under this Agreement, as evidenced by written record;
(e) Information that the Recipient notifies the Discloser is required to be disclosed by the Recipient according to a legally enforceable order, provided that, to the extent permitted by applicable law, notice is given to the Discloser as soon as possible so that a protective order can be sought and other efforts are made to minimize the required disclosure.
Recipient shall comply reasonably with Discloser in pursuing the protective order and participating in such other efforts; or
(f) Information disclosed by the Recipient with the Discloser’s express approval.

5. There are no warranties or licenses granted: all information is provided “AS IS.”
Except in the case of deliberate default or gross negligence, Discloser shall not be liable to Recipient for damages arising from any use of the Information, including errors, omissions, or otherwise. All of the Discloser’s rights in and to its Information remain the Discloser’s exclusive property. Neither this Agreement nor any Confidential Information disclosed hereunder (a) grants Recipient any right or license under any copyright, patent, mask work, trade secret, or other intellectual property right, except for the expressly permitted uses herein; or (b) obligates either Party to disclose or obtain any information, perform any work, or enter into any agreement.

6. Representations and Warranties: Each Party warrants and affirms to the other that (i) it has the full power, authority, capacity, and right to enter into, deliver, and fully perform under this Agreement; and (ii) the execution, delivery, and performance of this Agreement will not violate or cause the breach of any contract, agreement, order, judgment, decree, rule, regulation, or law to which such Party is subject.

7. Term and Termination: This Agreement shall remain in force for a year starting on the Commencement Date. Upon receiving written notice from the other Party, this Agreement will end as to any further information exchange as soon as it is received by one Party.

8. Survival: All communications between the Parties shall be governed by this Agreement. The Recipient is aware that its responsibilities under Clause 3 (“Non-disclosure and Non-use Obligations”) will continue for an additional 2 (Two) years after this Agreement terminates or expires. All papers and other materials provided to the Recipient must be promptly delivered to the Discloser upon the conclusion of any connection between the Parties without leaving any copies behind (unless otherwise directed by the Discloser). The discloser must have the formal verification of destruction as soon as possible.

9. Governing Law: The laws of the Republic of India shall govern this Agreement and be used in its interpretation. The Parties hereby submit to the exclusive jurisdiction of the Delhi courts. Any dispute between the Parties at any time shall be submitted to a lone arbitrator whom the Parties shall mutually choose. The provisions of the 1996 Arbitration and Conciliation Act shall apply to the arbitration procedures. The arbitration hearings must take place in Delhi and must be held in English. Each Party is responsible for its arbitration expenses.

10. Remedies: A breach of any of the assurances or agreements contained herein will result in irreversible and continuing damage to the Discloser for which there will be no suitable remedy at law, and the Discloser shall be entitled to seek injunctive protection and/or a decree for specific performance, as well as such other relief as may be proper (including monetary damages if appropriate), in addition to any other remedies that the Discloser may have under law.

11. Non-Solicit/Hire: Each Party agrees that it will not contact or make any attempt to contact an employee or consultant who is now employed and/or engaged by the other Party to this Protocol and who was engaged in the delivery or receipt of Services hereunder for employment during the effective term of this Agreement and for a period of twelve (12) months after expiration or termination of this Agreement.

12. General Conditions: Concerning the subject matter hereof, the Parties acknowledge that this Agreement comprises the whole understanding and supersedes any prior discussions, understandings, or agreements (oral or written). This Agreement cannot be amended, modified, or waived except in a written document signed by both Parties. Any Party’s failure to exercise its rights under this Agreement at any time or for any period of time shall not be deemed a waiver of those rights. Any notice provided for in this Agreement shall be in writing, in English, and delivered to the other Party at such other address as may be specified by written notice, and shall be effective upon receipt.

Refund and Cancellation Policy
In the event of cancellation and modifications www.spectrumpay.in has the authority to choose the precise amount of the return value. The decision on the amount of the refund will be final because it was made by www.spectrumpay.in, and the client’s name will be used to make the refund. We will repay you for used services even if you purchased them through a Saathi, Saarthi, or franchise, unless otherwise specified.
If the client pays the specified amount and then decides to cancel it, some of the payment will be withheld, and the remaining amount will be given to the customer rather than the mediocre.
If we discover a conflict between a retailer and a distributor, we will not be held liable for anything, not even a refund. You will be responsible for paying any cancellation or amendment fees in accordance with the company policies over which www.spectrumpay.in has no authority.

The Parties have signed this Agreement as of the Commencement Date in WITNESS WHEREOF.

Spectrum Wealth Management (P) Ltd.