Non-Disclosure Agreement (NDA)
Last updated: 06 June 2026
Purpose
This Non-Disclosure Agreement governs the protection of confidential information exchanged between BrainzTalks, its affiliates, employees, interns, contributors, contractors, vendors, partners, educational institutions and platform users. The purpose of this agreement is to protect proprietary information, intellectual property, business operations and other sensitive information from unauthorized disclosure or misuse.
Definition of Confidential Information
Confidential Information includes all non-public information disclosed in written, oral, electronic, visual or other forms, including but not limited to source code, software architecture, APIs, AI models, datasets, machine learning pipelines, algorithms, product roadmaps, business strategies, research materials, assessment systems, internship projects, client information, pricing information, financial records, security procedures, technical documentation, trade secrets and proprietary know-how.
Confidential Information
For avoidance of doubt, Confidential Information specifically includes BrainzTalks software systems, repositories, source code, APIs, datasets, AI and machine learning models, training materials, internal communications, business plans, operational procedures, customer information, internship frameworks, evaluation methodologies and any information designated as confidential by BrainzTalks.
Confidentiality Obligations
Recipients of Confidential Information shall maintain strict confidentiality, exercise reasonable care to protect such information, use it solely for authorized purposes and refrain from disclosing, copying, publishing, distributing, selling or otherwise making the information available to any unauthorized person or entity without prior written consent from BrainzTalks.
Permitted Use
Confidential Information may only be used for legitimate educational, internship, contractual, consulting, partnership, vendor, evaluation or operational purposes expressly authorized by BrainzTalks. Any use outside the authorized scope is prohibited.
Non-Disclosure Restrictions
Recipients shall not reverse engineer, decompile, analyze proprietary systems for competitive purposes, replicate products, extract trade secrets, create derivative solutions based on confidential materials or use confidential information to develop competing services.
Access Limitation
Access to Confidential Information must be limited to individuals who have a legitimate need to know such information for approved business, educational or contractual purposes and who are bound by confidentiality obligations no less restrictive than those contained herein.
Exceptions
Confidentiality obligations do not apply to information that: (a) is publicly available through no fault of the recipient; (b) was lawfully known to the recipient before disclosure; (c) is independently developed without reference to confidential information; or (d) is lawfully obtained from a third party without confidentiality restrictions.
Legally Required Disclosure
If disclosure of Confidential Information is required by law, regulation, court order or governmental authority, the recipient shall provide prompt notice to BrainzTalks where legally permitted and cooperate in seeking protective measures or confidential treatment.
Return or Destruction of Information
Upon request, termination of a relationship or completion of an engagement, recipients shall promptly return, delete or securely destroy Confidential Information and any copies, extracts or derivative materials, except where retention is required by applicable law or regulatory obligations.
Intellectual Property Rights
Disclosure of Confidential Information does not transfer ownership of intellectual property rights, patents, copyrights, trademarks, trade secrets or any other proprietary interests. All rights remain with the original owner unless expressly agreed otherwise in writing.
Duration
Confidentiality obligations shall remain in effect during the relationship between the parties and shall survive termination, expiration, resignation, completion of internships, consulting engagements, vendor relationships or other business arrangements for a period permitted by applicable law, including protection of trade secrets for as long as such information remains confidential.
Remedies
Unauthorized disclosure or misuse of Confidential Information may cause irreparable harm. BrainzTalks reserves the right to seek injunctive relief, equitable remedies, monetary damages and any other legal remedies available under applicable law without requiring proof of actual damages.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising from or relating to this Agreement shall be subject to arbitration and jurisdiction provisions established by BrainzTalks agreements and applicable law.
Amendments
BrainzTalks may update or revise this NDA from time to time. Continued access to confidential information after publication of revisions constitutes acceptance of the updated terms.
Governing Law
These terms and policies shall be governed by and interpreted in accordance with the laws of India.
Dispute Resolution
Any disputes arising out of or relating to these terms shall first be attempted to be resolved amicably. If unresolved, disputes shall be referred to arbitration in Chennai, Tamil Nadu, India, in accordance with applicable laws.
Contact Information
For legal, compliance, privacy, or policy-related inquiries, please contact: legal@brainztalks.com