Non-Disclosure
Agreement.

Parties

This Non-Disclosure Agreement (“Agreement”) is entered into between:

• Disclosing Party: The client agency engaging teamORQ (“you” or “Agency”)
• Receiving Party: teamORQ Tech Solutions, Mumbai, India (“teamORQ”, “we”, “us”)

This Agreement applies to all confidential information shared by the Agency with teamORQ in connection with a potential or ongoing business engagement.

1. Purpose

The Agency may share confidential information with teamORQ for the purpose of evaluating, scoping, or executing a project on behalf of the Agency or the Agency’s clients. This Agreement sets out the terms on which teamORQ agrees to protect that information.

2. Definition of confidential information

“Confidential Information” means any information disclosed by the Agency to teamORQ, whether orally, in writing, digitally, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. This includes, but is not limited to:

• The identity of the Agency’s clients and end customers
• Project briefs, creative strategies, campaign details, and deliverables
• Business plans, financial information, pricing structures, and forecasts
• Technical systems, platforms, architectures, and credentials
• Any information relating to the Agency’s operations that is not publicly available

3. Obligations of teamORQ

teamORQ agrees to:

• Keep all Confidential Information strictly confidential and protect it with at least the same degree of care it uses for its own confidential information, but in no case less than reasonable care
• Not disclose Confidential Information to any third party without the prior written consent of the Agency
• Use Confidential Information solely for the purpose of delivering services to the Agency
• Restrict access to Confidential Information to those team members or contractors who need it to perform the engagement, and ensure they are bound by equivalent confidentiality obligations
• Promptly notify the Agency of any unauthorised disclosure, suspected breach, or legal compulsion to disclose

4. Exclusions

This Agreement does not apply to information that:

• Is or becomes publicly available through no act or omission of teamORQ
• Was already known to teamORQ at the time of disclosure, as evidenced by prior written records
• Is independently developed by teamORQ without reference to the Confidential Information
• Is received from a third party who is not under any obligation of confidentiality with respect to it
• Is required to be disclosed by law, regulation, or court order — in which case teamORQ will provide the Agency with reasonable advance notice where permitted by law

5. Term

This Agreement comes into effect upon the Agency’s email confirmation (see Section 8) and remains in force for the duration of the engagement and for two (2) years following its conclusion. Obligations relating to trade secrets or particularly sensitive information shall continue indefinitely.

6. Return or destruction of information

Upon written request by the Agency, or upon the conclusion of the engagement, teamORQ will promptly return or securely destroy all Confidential Information in its possession, including any copies or derivatives, and will confirm in writing that this has been done.

7. No licence or obligation

Nothing in this Agreement grants either party any licence, right, title, or interest in the Confidential Information beyond what is expressly necessary to fulfil the purpose described in Section 1. This Agreement does not obligate either party to enter into any further business relationship.

8. How to execute this agreement

This Agreement may be executed by email. To engage teamORQ under these terms:

• Send this template — or your own equivalent NDA — to connect@teamorq.com with the subject line “NDA — teamORQ”
• An email reply from an authorised representative of teamORQ confirming agreement to the terms shall constitute a legally binding acceptance
• We aim to respond within 24 hours

You are also welcome to send your own NDA template. We will review and respond within the same timeframe.

9. Governing law & jurisdiction

This Agreement is governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Mumbai, India.

10. Entire agreement

This Agreement constitutes the entire understanding between the parties with respect to confidentiality and supersedes all prior discussions, representations, or agreements on the same subject. Amendments must be agreed in writing by both parties.