⚡Quick answer -

The MyOperator–Client Non-Disclosure Agreement (NDA) lets both sides exchange information about a potential “Software and IT services” transaction while obligating each party to keep that information confidential for up to two years—and longer for Trade Secrets.

When should I use this guide?

Use this FAQ whenever you need to:

(a) confirm what you can or cannot do with information received from the other party,

(b) Check how long obligations last, or

(c) understand the exceptions and remedies written into the NDA.

Who are the parties bound by this NDA?

• VoiceTree Technologies Pvt. Ltd., corporate office at D-107, Sector-2, Noida — referred to as “MyOperator.”

• “Client” — you and your lawyers, employees, partners, successors, nominees and assigns.

What counts as Confidential Information?

“Confidential Information” is any information disclosed for evaluating the Transaction that is:

• marked “confidential,” “restricted,” or similar; or

• understood by a reasonable person to be confidential in the circumstances.

How may Confidential Information be used?

Excerpt from Section 2 of the NDA (verbatim):

“The Confidential Information shall be solely used only for evaluating the Transaction and for no other purpose.”

How long do confidentiality obligations last?

• Agreement term: 2 years from the effective date.

• Early end: Either party may terminate with 30 days’ written notice; if discussions cease, the NDA terminates automatically.

• Survival: Obligations survive 2 years after termination/expiry; for Trade Secrets, obligations last as long as the data remains a Trade Secret.

When does confidentiality NOT apply?

Section 4 lists five exceptions:

1. Information developed independently.
2. Information already public (past, present, future);
3. Information in the recipient’s possession is free of obligation before disclosure.
4. Information rightfully received later from a third party without obligation;
5. Information required to be disclosed under court, tribunal, or legal process (recipient must provide documentary proof). 

What happens if there is a breach?

• Injunctive relief: Non-breaching party may seek a court order to stop or prevent further breach.

• Liability cap: Each party’s liability is limited to the actual loss proven in court.

What is the procedure to return or destroy information?

Upon termination, expiry, or decision not to proceed:

1. Disclosing Party sends a written request.
2. The recipient must promptly return all originals and copies or securely destroy them.
3. The recipient provides a written certification of destruction.
4. The recipient may keep one archival copy for legal-compliance purposes. 

Does the NDA force either party to sign a future deal?

No. Section 9 states:

“Neither this Agreement nor the disclosure or receipt of Confidential Information shall be construed as creating any obligation… to enter into any agreement or relationship with the other Party with respect to mutual business.”

Which law governs this NDA, and where are disputes resolved?

• Governing law: Laws of India.

• Jurisdiction: Courts of Delhi, India.

Key timelines at a glance

Keywords: MyOperator NDA, Confidential Information, Trade Secret, injunctive relief, return or destroy data