Vendor Non-Disclosure Agreement

VENDOR NON-DISCLOSURE AGREEMENT
Effective Date: [Date of Vendor’s electronic acceptance]

PARTIES

Disclosing Party: Errakaaram ("Platform," "Company," "We")

Receiving Party: Vendor ("You," "Vendor")

RECITALS

WHEREAS, the Disclosing Party, operating under the brand “Errakaaram,” is engaged in the development, manufacture, processing, packaging, marketing, and distribution of food and related consumer products, and maintains an online presence through its official website and digital platforms for brand communication, marketing, and direct sales;

WHEREAS, in the course of its business operations, the Disclosing Party may share certain confidential and proprietary information with the Receiving Party for the purpose of product development, testing, manufacturing, packaging, branding, marketing, distribution, supply chain coordination, quality assurance, or other legitimate business activities (hereinafter referred to as the “Purpose”);

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein, the parties agree as follows:

DEFINITIONS

For the purposes of this Agreement, unless the context otherwise requires:

1. “Platform” or “Company” means Errakaaram, its parent entity, subsidiaries, affiliates, successors, assigns, officers, employees, agents, representatives, and authorized partners engaged in the development, manufacture, marketing, sale, distribution, or facilitation of goods, products, or services through any physical or digital medium, including its website, mobile applications, or other online systems.

2. “Vendor” means any individual, company, or organization engaged with or onboarded on the Errakaaram Platform for the purpose of providing goods, products, or services — including, without limitation, manufacturing, distribution, export, branding, marketing, affiliate, influencer, software, or other service activities — and includes such party’s employees, agents, representatives, contractors, or affiliates who may access or handle Platform systems, data, or customer information.

3. “Parties” collectively refers to the Platform and the Vendor, and “Party” refers to either one individually.

4. “Purpose” means activities relating to vendor onboarding, product listing, order fulfillment, promotion, marketing, influencer collaborations, service delivery, or any other legitimate business operation for which Confidential Information is shared between the Parties.

1. DEFINITION OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, "Confidential Information" means all non-public, confidential, or proprietary information disclosed by the Disclosing Party to the Receiving Party, specifically including but not limited to the following categories:

1.1 Product & Testing Information

Ingredients, formulations, recipes, and proprietary blends
Testing methodologies, procedures, results, and generated reports
Technical information, manufacturing processes, standard operating procedures, and quality control measures

1.2 Platform Technology & Systems

Source code, APIs, database schemas, algorithms, and system architecture
Cloud and on-prem infrastructure, data schemas, storage and caching layers
Authentication/authorization mechanisms, integrations (identity, payments, comms), internal tooling and security controls
Integration systems including OAuth, payment gateways, SES email systems, and third-party API credentials
Platform features, UI/UX design, recommendation engines, and pricing mechanisms

1.3 Business & Strategic Information

Business strategies, financial analyses, projections, and marketing strategies
Customer lists, user behavioral data, platform analytics, and performance metrics
Product roadmaps, innovation plans, and competitive intelligence
Commission structures, affiliate rates, promotional strategies, and influencer programs
Vendor performance data, order volumes, and marketplace insights

1.4 Customer Data

Customer names, contact information (phone, email), delivery addresses
Order details, purchase history, payment information, and preferences
Any personally identifiable information (PII) accessed through the vendor dashboard

1.5 Brand & Intellectual Property

Errakaaram trademarks, logos, brand guidelines, and visual identity
Marketing materials, campaigns, content strategies, and creative assets
Blog content, recipes, and proprietary content management systems

1.6 Other Proprietary Information

Research data, contractual agreements, vendor performance benchmarks
Any other information disclosed in any form (oral, written, electronic, digital) and marked as confidential or that reasonably should be understood as confidential given the nature of the information and circumstances of disclosure

2. OBLIGATIONS OF CONFIDENTIALITY

The Receiving Party agrees to:

2.1 General Obligations

Keep all Confidential Information strictly confidential using the same degree of care used to protect its own confidential information, but no less than reasonable care
Not use the Confidential Information for any purpose other than the agreed Purpose
Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party

2.2 Limited Disclosure

The Receiving Party may disclose Confidential Information only to employees, agents, or subcontractors who:

Have a legitimate need to know for fulfilling the Purpose
Are bound by written confidentiality agreements containing obligations no less stringent than those set forth in this Agreement
Have been informed of the confidential nature of such information

The Receiving Party shall maintain an updated list of such individuals, available to the Disclosing Party upon request, and remains liable for any breach by such individuals.

2.3 Customer Data Protection

Vendor specifically acknowledges limited access to customer information and agrees to:

Use customer data (name, phone, delivery address) ONLY for assigned work on the Platform
Not store, copy, retain, or create databases of customer contact information
Not contact customers for marketing, solicitation, or any purpose outside the Platform ecosystem
Delete all customer PII within thirty (30) days (subject to 8.4 legal retention) or immediately upon Platform request.
Comply with India's Digital Personal Data Protection Act (DPDPA) 2023 and all applicable data protection regulations
Implement appropriate technical and organizational measures to protect customer data from unauthorized access, loss, or disclosure

2.4 Platform Access Restrictions

Vendor agrees to:

Not share vendor dashboard login credentials or authentication details
Not bypass, circumvent, or attempt to bypass rate limiters, authentication middleware, or authorization controls
Not use automated tools, bots, or scripts to scrape, extract, or harvest data from the Platform
Access only data explicitly authorized for vendor role as defined in the Platform's authorization system
Not access or attempt to access admin functions, other vendors' data, or platform-wide analytics

3. EXCLUSIONS FROM CONFIDENTIALITY

The obligations of confidentiality shall not apply to information that:

Was publicly available at the time of disclosure or becomes publicly available through no fault of the Receiving Party
Was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party, as evidenced by written records
Is rightfully received from a third party without breach of any confidentiality obligation
Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records
Is required to be disclosed by law, regulation, court order, or government authority, provided the Receiving Party:
- Gives written notice to the Disclosing Party within three (3) business days of learning of such requirement
- Allows the Disclosing Party opportunity to seek protective measures
- Cooperates with the Disclosing Party's efforts to limit disclosure
- Discloses only the minimum information legally required

4. BRAND PROTECTION & NON-COMPETITION

4.1 Trademark & Brand Usage

Vendor shall not use "Errakaaram" trademark, logos, brand names, or brand assets outside the Platform without prior written consent
Any authorized use must comply with brand guidelines provided by the Platform
Upon termination, Vendor must immediately cease all use of Errakaaram branding

4.2 Platform Integrity

Vendor agrees not to:

Replicate, copy, or imitate Platform features, UI/UX design, customer experience, or marketplace functionalities in competing platforms
Reverse-engineer, decompile, or disassemble Platform algorithms, recommendation engines, pricing mechanisms, or technical systems
Create derivative works based on Platform technology or business processes
Develop or support competing marketplace platforms using knowledge gained from Errakaaram

4.3 Product Exclusivity

Product Non-Exclusivity : Products may be listed on other platforms; however, Vendor shall not use Errakaaram’s proprietary product descriptions, images created by the Platform, or marketing content on competing platforms.

5. SECURITY & DATA BREACH OBLIGATIONS

5.1 Security Measures

Vendor agrees to:

Maintain commercially reasonable administrative, physical, and technical safeguards to protect Confidential Information
Implement industry-standard security practices for any downloaded, accessed, or stored Platform data
Restrict access to Confidential Information on a need-to-know basis within Vendor's organization
Use encrypted connections when accessing the Platform and transmitting sensitive data

5.2 Breach Notification

In the event of any suspected or actual:

Data breach involving Confidential Information or customer data
Unauthorized access to vendor dashboard or Platform systems
Security incident, credential compromise, or system vulnerability
Loss, theft, or unauthorized disclosure of Confidential Information

Vendor must:

Immediately notify Errakaaram within twenty-four (24) hours via email to [contact@errakaaram.com]
Provide detailed written description of the incident within forty-eight (48) hours
Cooperate fully with Platform's investigation and remediation efforts
Take immediate steps to mitigate harm and prevent further unauthorized access
Bear all costs associated with breach notification if caused by Vendor's negligence or breach

5.3 Security Audits

Vendor agrees to cooperate with Platform security audits upon reasonable prior notice (not less than five business days), except where urgent security risks require shorter notice.

6. INFLUENCER & AFFILIATE CONFIDENTIALITY

For Vendors granted influencer or affiliate privileges, additional Confidential Information includes:

Commission rates, promotional code performance metrics, and affiliate analytics
Account manager contacts, internal communication, and support structures
Commission structures, payment terms, and performance incentive programs
Customer referral data, conversion metrics, and attribution analytics accessed through influencer dashboard

Vendor with influencer role agrees not to share, publish, or disclose such information to third parties, competing platforms, or other vendors.

7. TERM & SURVIVAL

7.1 Agreement Term

This Agreement commences on the date of electronic acceptance and continues for one (1) year, renewing per 7.2 unless non-renewed.7.2 Automatic Renewal

This Agreement shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to expiration.

7.3 Survival of Obligations

The obligation to protect Confidential Information shall survive for:

Three (3) years after termination of this Agreement for general Confidential Information
Five (5) years for customer data and business strategies
Indefinitely for trade secrets as defined under applicable law

Indefinitely for provisions in Sections 4 (Brand Protection & Non-Competition), 9 (No License or Rights Granted), 10 (Remedies & Enforcement), and 11 (Governing Law & Dispute Resolution)

8. RETURN & DESTRUCTION OF MATERIALS

8.1 Triggering Events

Upon any of the following events:

Termination of this Agreement
Termination of vendor relationship
Change of vendor status to "inactive" or "rejected"
Written request from the Disclosing Party

8.2 Vendor Obligations

The Receiving Party agrees to immediately:

Cease all access to the Platform and vendor dashboard
Return or certify destruction of all materials, documents, and media containing Confidential Information
Delete all locally stored customer data, product images, order details, and downloaded Platform content
Permanently delete all copies, backups, and derivative materials
Return or destroy all marketing materials, brand assets, internal documentation, and training materials
Provide written certification of compliance within five (5) business days

8.3 Platform Rights

Errakaaram reserves the right to:

Immediately revoke and disable vendor account access
Remotely delete or revoke access to cloud-stored materials
Audit compliance with deletion obligations

8.4 Retention Exception

Vendor may retain one archival copy of Confidential Information solely to the extent required by applicable law or for legal compliance purposes, provided such copy remains subject to confidentiality obligations.

9. NO LICENSE OR RIGHTS GRANTED

9.1 Limited Purpose

Nothing in this Agreement grants the Receiving Party any:

Intellectual property rights, licenses, or ownership in Confidential Information
Rights to patents, copyrights, trademarks, trade secrets, or other proprietary rights
Equity, partnership, joint venture, or agency relationship with Errakaaram

9.2 Reservation of Rights

All rights not expressly granted herein are reserved by the Disclosing Party. Confidential Information remains the sole property of the Disclosing Party.

10. REMEDIES & ENFORCEMENT

10.1 Injunctive Relief

The Receiving Party acknowledges that:

Breach of this Agreement may cause irreparable harm to the Disclosing Party
Monetary damages alone may be insufficient remedy
The Disclosing Party shall have the right to seek immediate injunctive relief, specific performance, or other equitable remedies without proving actual damages or posting bond

10.2 Cumulative Remedies

Injunctive relief shall be in addition to, not in lieu of:

All other available legal and equitable remedies
Recovery of actual damages, lost profits, and consequential damages
Recovery of attorney's fees and costs if Disclosing Party prevails
Termination of vendor relationship and Platform access

10.3 Vendor Liability

In case of breach, Vendor shall be liable for:

Direct damages suffered by Errakaaram
Costs of investigation, forensic analysis, and breach remediation
Regulatory fines or penalties resulting from Vendor's breach
Reputational harm and customer notification costs

11. GOVERNING LAW & DISPUTE RESOLUTION

11.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India, specifically the jurisdiction of Bangalore, Karnataka, without regard to conflict of law principles.

11.2 Dispute Resolution Process

Any disputes, controversies, or claims arising out of or in connection with this Agreement shall be resolved as follows:

Step 1 - Negotiation: Parties shall first attempt good faith negotiation for thirty (30) days.

Step 2 - Mediation: If unresolved, parties shall attempt mediation in Bangalore for thirty (30) days.

Step 3 - Arbitration: If mediation fails, disputes shall be finally resolved by binding arbitration in Bangalore in accordance with the Arbitration and Conciliation Act, 1996:

Single arbitrator mutually appointed (or appointed by Bangalore International Arbitration Centre if parties cannot agree)
Arbitration proceedings conducted in English
Arbitrator's decision shall be final and binding
Judgment on award may be entered in any court of competent jurisdiction

11.3 Exceptions to Arbitration

Notwithstanding the above, either party may seek:

Immediate injunctive relief in courts of Bangalore jurisdiction for breach or threatened breach
Emergency interim measures to prevent irreparable harm
Enforcement of intellectual property rights

11.4 Costs

The prevailing party in any dispute shall be entitled to recover reasonable attorney's fees, costs, and expenses.

12. GENERAL PROVISIONS

12.1 Entire Agreement

This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

12.2 Amendments

This Agreement may only be amended, modified, or supplemented by written agreement signed by authorized representatives of both parties. Errakaaram may update this NDA; vendors will be required to re-accept updated versions.

12.3 Waiver

No waiver of any provision shall be deemed or constitute a waiver of any other provision. Failure to enforce any provision shall not constitute waiver of that or any other provision.

12.4 Severability

If any provision is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. Invalid provisions shall be reformed to achieve the parties' intent to the maximum extent possible.

12.5 Assignment

Vendor may not assign, transfer, or delegate rights or obligations under this Agreement without prior written consent of Errakaaram. Errakaaram may assign this Agreement without consent. This Agreement binds and benefits successors and permitted assigns.

12.6 Independent Contractors

The parties are independent contractors. Nothing herein creates partnership, joint venture, employment, or agency relationship.

12.7 Notices

Notices may be delivered by email and/or via the vendor portal. Notices delivered by email or portal are deemed received on the date sent if during business hours, otherwise next business day.

All notices must be in writing and delivered to:

Errakaaram: Email: contact@errakaaram.com
Vendor: Email or Errakaaram vendor portal

Notices are effective upon receipt or three (3) business days after mailing.

12.8 Force Majeure

Neither party shall be liable for failure to perform due to causes beyond reasonable control, provided the affected party provides prompt notice and uses reasonable efforts to resume performance.

12.9 Counterparts

This Agreement may be executed in counterparts, each constituting an original, all together constituting one agreement.

13. DIGITAL ACCEPTANCE & EXECUTION

13.1 Electronic Signature

This Agreement may be executed electronically through the Errakaaram vendor portal. By clicking "I Accept," "I Agree," or similar affirmative action:

Vendor acknowledges having read, understood, and agreed to all terms and conditions
Vendor confirms authority to bind the vendor entity to this Agreement
Vendor consents to electronic execution under India's Information Technology Act, 2000

13.2 Acceptance Tracking

Electronic acceptance will be recorded with the following audit trail:

NDA version number
Acceptance timestamp
IP address of accepting device
User agent and browser information
Vendor account identifier

This data will be stored and may be used as evidence of agreement.

13.3 Re-Acceptance Requirement

If this NDA is updated:

Vendor will be required to re-accept the updated version
Platform access may be suspended until re-acceptance is completed
Vendor will receive notification of material changes
Previous version obligations continue until superseded

13.4 Binding Effect

Electronic acceptance constitutes a legally binding agreement equivalent to physically executed documents under applicable law.

14. ACKNOWLEDGMENT & ACCEPTANCE

THE VENDOR ACKNOWLEDGES THAT:

✓ Vendor has read and understood all terms of this Agreement

✓ Vendor has had opportunity to seek independent legal advice

✓ Vendor agrees to be bound by all terms and conditions

✓ Vendor confirms authority to execute this Agreement on behalf of vendor entity

✓ Electronic acceptance is legally binding and enforceable

EXECUTION

IN WITNESS WHEREOF, this Non-Disclosure Agreement is deemed to have been pre-executed and digitally signed by the Disclosing Party, Errakaaram, and shall become binding on the Vendor as of the date of the Vendor’s electronic acceptance on the Errakaaram vendor portal.

DISCLOSING PARTY:
Errakaaram
Digitally executed and authorized on behalf of the Company
By: DHIVYA KUMAR
Title: Co - Founder
Date: Pre-signed and effective upon vendor acceptance

VENDOR DECLARATION

By clicking "I Accept" below, I agree to be legally bound by this NDA