NDA for Data Recovery
- RETURN OF CONFIDENTIAL INFORMATION All information provided by the Disclosing Party shall remain the property of the Disclosing Party. Receiving Party agrees to return all Confidential Information to Disclosing Party within 15 days of written demand by Disclosing Party. When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies.
- NON-ASSIGNABLE This agreement shall be non-assignable by the Receiving Party unless prior written consent of the Disclosing Party is received. If this Agreement is assigned or otherwise transferred, it shall be binding on all successors and assigns.
- GOVERNING LAW This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the Indian constitution, Bangalore, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman.
- No License Neither party does, by virtue of disclosure of the Confidential Information, grant, either expressly or by implication, estoppels or otherwise, any right or license to any patent, trade secret, invention, trademark, copyright, or other intellectual property right.
- Binding Nature of Agreement This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.
- Provisions The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
- ENTIRE AGREEMENT This Agreement sets forth all of the covenants, promises, agreements, conditions and understandings between the parties and there are no covenants, promises, agreements or conditions, either oral or written, between them other than herein set forth. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon either party unless reduced in writing and signed by them.
- Arbitration Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by arbitration conducted by the Civil court and in accordance with the rules thereof, conducted in Bangalore, India, or in any other convenient forum agreed to in writing by the parties. Any arbitration award shall be final and binding, and judgment upon the award rendered pursuant to such arbitration may be entered in any court of proper jurisdiction. Notwithstanding the foregoing, either party may seek and obtain temporary injunctive relief from any court of competent jurisdiction against any improper disclosure of the Confidential Information.
Terms & Conditions
The Service Agreement
Customer agrees that Now Data Recovery (“NDR”) and/or its suppliers may inspect, analyze, identify the problem, and /or recover or minimize the damage to, the equipment/data/media and/or provide other relevant services as may be requested by the Customer.
Upon payment of media analysis charge or as agreed between NDR and Customer, Customer may submit his/her data storage device or media to NDR along with completely filled Media Submission Form (MSF) to initiate the data recovery process and NDR will engage reasonable efforts and appropriate tools and techniques to analyze storage device or media for possibility of data recovery and would provide Customer with a report/quotation for the actual recovery work. On receiving confirmation by e-mail from Customer, NDR would proceed with the data recovery process and on completion would send the detail directory list in text file or Image file to Customers e-mail address registered with NDR or alternatively Customers representative may check online via Remote Viewer and can verify the data, Upon verification of recovered data the Customer need to confirm through email from registered email Id with us in MSF, which would be binding on Customer that he/she will take the data in 20 working days. Customer not responding to our communication and/or quotation and/or directory listing and/or verification form within 10 days from the date of receiving communication/quotation/directory listing/verification will move device and/or media and/or data in unclaimed section.
On receipt of agreed data recovery charges, NDR would dispatch the data in appropriate media followed by Customer’s crashed storage media/disk or as requested.
Any device, media and /or data unclaimed or left with NDR with or without full payment after 45 days from the date of signing MAF will be disposed at discretion of NDR and would release NDR from any obligation of confidentiality related to the device, media and/or data and Customer ceases the right of ownership to that media.
Acknowledging Existing Conditions
Customer acknowledges that the device and/or media being given to NDR may be damaged prior to its receipt by NDR. In spite of processing received crashed storage media with best of available technology and processes, the efforts may result in the destruction of or further damage to the device, media and/or data. NDR regret that it will not assume any responsibility for further damage that may occur to the Customer’s device, media and/or data. Please note that NDR is only committing to reasonable efforts with its existing technology and techniques however NDR cannot promise or guarantee particular results.
NDR will use any information contained in the device and /or media only for the intended purpose and will otherwise keep such information disclosed by the Customer under this agreement in the strict confidence. NDR will ensure reasonable measures to prevent unauthorized disclosure of Customer’s data of the same degree as ensured by NDR in protecting its own confidential information. NDR will not disclose this information to any person(s) except to the authorized representative/contact person of the Customer or as required by law.
Upon realization of data recovery charges NDR will ensure wiping beyond recovery the data within 3 working days, which will release NDR form confidentiality of data.
No warranties; Disclaimer of all warranties
Customer agrees to avail NDR data recovery services, at its own risk. NDR do not extend any express, implied, statutory warranty or condition for any good or service and specifically disclaims all implied warranties including any implied warranty or condition of merchantability, warranty of fitness for a particular purpose or warranty of accuracy arising from the usage of trade or course of dealing or performance.
Limitation of Liability and Damages
In no circumstances NDR will be liable for any indirect damages whatsoever. The total liability of NDR to the Customer under this service agreement shall in no circumstances exceed the media cost as per market value.
NDR’s pickup & delivery service would not be responsible and shall not pay for, any loss, damage or theft of media and/or data.
Customer’s Representation and Indemnification
Customer certifies to NDR that it is the legal owner of, and/or has the right to be in possession of, the device, media and/or data furnishing to NDR for data recovery and its collection, processing and transfer of such device, media and/or data is in compliance with data protection laws to the Customer/is subject and Customer will defend at its own, expense, indemnify and hold NDR harmless against any damages or expenses that may occur including attorney’s fee and pay any cost, damages or attorney’s fees declared against NDR resulting from Customer’s breach of this section.
Terms of Payment
Customer hereby agrees to pay all sums as agreed within specified time limit, which will typically include charges for availing NDR data analysis services, data recovery services, imaging, cloning, statuary charges and any other charges that are payable in advance or at the time of data delivery or accrued to NDR on any default by the Customer at any stage/communication during the data recovery process within 20 days from the date of media/case getting “unclaimed status” as mentioned in the quotation.
Customer agrees that NDR may charge interest on all amount not paid within an agreed time mentioned in quotation at the rate of 5% per week.
Compliance with Laws
The parties agree that this agreement shall be governed by laws and regulations of the India where our registered office is located. You agree to comply with all applicable laws, statues, ordinances and regulations of the India. This agreement, together with any exhibits or other attachments, constitutes the entire agreement between the parties in relation to this subject matter. No provisions in either party’s work order or in any standard business form/communication by either party will apply even if accepted by the other party.
If any clause of this agreement is held invalid, illegal or unenforceable, such provisions shall be enforced to the fullest extent permitted by applicable law and the validity, legal status and enforceability of the remaining clauses shall not be affected thereby.
Customer ceases the right of ownership in case; the media is left unclaimed at NDR premises for 45 days from the last communication about the job. To ensure data confidentiality of the customer data for all the media which are not claimed by the customer irrespective of the recovery results the media would be send to our Depository for physical destruction of the platter thus ensuring data confidentiality which in turn are send to E-waste zone periodically as a part of contribution to safer and green environment.