Non-Disclosure & Intellectual Property Agreement

1. Definitions

"Confidential Information" means all non-public information disclosed by the Company to the Recipient in any form — written, oral, electronic, or visual — including but not limited to: source code, AI prompt architectures, database schemas, business logic, product roadmaps, pricing strategies, customer data, investor information, financial data, sales figures, and any information marked as confidential or that a reasonable person would understand to be confidential given the context of disclosure.

"Work Product" means any and all works, inventions, innovations, improvements, software, code, designs, algorithms, documentation, or other creative output produced by the Recipient in connection with or arising from their engagement with the Company, whether or not produced during working hours or on Company equipment.

2. Confidentiality obligations

The Recipient agrees to:

• Keep all Confidential Information strictly secret and not disclose it to any third party without prior written consent from the Company.
• Use Confidential Information solely for the purposes of performing their duties for the Company.
• Not copy, reproduce, reverse-engineer, or extract Confidential Information beyond what is strictly necessary for their work.
• Immediately notify the Company at legal@kunjaraos.com upon discovering or suspecting any unauthorised disclosure or breach.
• Return or destroy all materials containing Confidential Information upon termination of engagement at the Company's direction.
• Ensure that any third-party tools or services used in the course of work do not inadvertently expose Confidential Information (e.g., pasting source code into public AI chatbots).

3. Exclusions

The obligations in Section 2 do not apply to information that:

• Is or becomes publicly known through no act or omission of the Recipient.
• Was already lawfully known to the Recipient before disclosure by the Company, as evidenced by written records predating the disclosure.
• Is independently developed by the Recipient without reference to the Confidential Information.
• Is required to be disclosed by applicable law, court order, or regulatory authority — in which case the Recipient must give the Company maximum permissible advance notice.

4. Intellectual property ownership

All Work Product created by the Recipient in connection with their engagement with the Company is a work made for hire and shall be the sole and exclusive property of the Company from the moment of creation. To the extent any Work Product does not qualify as a work made for hire under applicable law, the Recipient hereby irrevocably assigns all right, title, and interest in and to such Work Product — including all intellectual property rights — to the Company.

The Recipient retains no rights whatsoever in any Work Product after this assignment, including no right to use, display, reproduce, or create derivative works based on the Work Product without the Company's express prior written consent.

5. Prior inventions

If the Recipient believes any prior invention, work, or intellectual property owned by them (predating this engagement) is relevant to the Work Product, they must disclose this in writing to legal@kunjaraos.com before commencing the relevant work. Failure to disclose creates a presumption that no prior inventions are implicated and that all relevant Work Product belongs to the Company.

6. Non-solicitation

During the term of engagement and for a period of 12 months thereafter, the Recipient agrees not to:

• Solicit, induce, or attempt to recruit any employee, contractor, or advisor of the Company to leave their engagement with the Company.
• Solicit any customer or prospective customer of the Company with whom the Recipient had material contact during their engagement, for the purpose of providing competing services.

7. Non-compete (limited)

The Recipient agrees that during their engagement with the Company they will not, without prior written consent, engage in or assist any business that directly competes with the Company's core product — an AI-powered event management and proposal platform — in any material way.

This restriction applies only during the active engagement period and does not extend post-termination, except where otherwise agreed in a separate written instrument.

8. Term and survival

This Agreement takes effect on the date the Recipient commences work with the Company and continues indefinitely. The obligations under Sections 2 (Confidentiality), 4 (IP Ownership), and 6 (Non-solicitation) survive the termination of the engagement for a period of 5 years, or indefinitely where Trade Secret law affords broader protection.

9. Remedies

The Recipient acknowledges that any breach of this Agreement would cause the Company irreparable harm for which monetary damages alone would be an inadequate remedy. The Company is therefore entitled to seek injunctive or other equitable relief from any court of competent jurisdiction in addition to any other remedies available at law.

10. Governing law

This Agreement is governed by the laws of the Republic of India. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Mumbai, Maharashtra, India.

11. Entire agreement

This Agreement constitutes the entire understanding between the parties regarding confidentiality and intellectual property and supersedes all prior oral or written representations on these subjects. Amendments must be in writing and signed by an authorised representative of the Company.

12. Contact

Legal queries: legal@kunjaraos.com