This Non-Disclosure Agreement ("Agreement") is entered into on ("Effective Date")

Service Provider: , a company having its registered office at (hereinafter referred to as the "Service Provider" or "Disclosing Party")

AND

Client: , a company having its registered office at (hereinafter referred to as the "Client" or "Receiving Party")

Collectively referred to as the "Parties" and individually as a "Party".

1. The Service Provider is engaged in providing Voyage Data Recorder (VDR) analysis, maritime safety audits, bridge operations assessment, and related consultancy services;
2. The Client owns and/or operates vessels and requires VDR analysis services from the Service Provider;
3. In the course of providing such services, the Service Provider may gain access to confidential and proprietary information belonging to the Client including but not limited to vessel operations, crew performance data, navigation records, safety observations, and business information;
4. Both Parties wish to protect the confidentiality of such information and establish the terms governing its use and disclosure.

1.1. "Confidential Information" means any and all information, whether written, oral, electronic, or visual, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with VDR analysis services, including but not limited to:

• VDR data recordings, playback files, and associated technical data;
• Vessel navigation records, passage plans, and bridge operations data;
• Audit reports, observations, findings, and recommendations;
• Crew performance assessments and human factor analysis;
• Safety observations, near-miss incidents, and areas of concern;
• Equipment status, maintenance records, and technical specifications;
• Vessel particulars including IMO numbers, vessel names, and operational details;
• Company procedures, safety management systems, and operational protocols;
• Business information, commercial terms, and pricing;
• Any information marked or identified as "Confidential" or "Proprietary";
• Any information that a reasonable person would consider confidential given the nature and circumstances of disclosure.

1.2. Confidential Information shall not include information that:

• (a) Is or becomes publicly available through no breach of this Agreement;
• (b) Was lawfully in the possession of the Receiving Party prior to disclosure;
• (c) Is lawfully obtained from a third party without restriction on disclosure;
• (d) Is independently developed by the Receiving Party without use of or reference to the Confidential Information;
• (e) Is required to be disclosed by law, regulation, court order, or governmental authority, provided the Receiving Party gives prompt notice to the Disclosing Party.

2.1. The Receiving Party agrees to:

• (a) Maintain the Confidential Information in strict confidence;
• (b) Not disclose the Confidential Information to any third party without prior written consent;
• (c) Use the Confidential Information solely for the purpose of performing or receiving VDR analysis services;
• (d) Protect the Confidential Information with the same degree of care used to protect its own confidential information, but in no event less than reasonable care;
• (e) Limit access to the Confidential Information to employees, officers, directors, and authorized consultants who have a legitimate need to know and who are bound by confidentiality obligations;
• (f) Not copy, reproduce, or create derivative works from the Confidential Information except as necessary for the permitted purpose;
• (g) Not reverse engineer, disassemble, or decompile any technical data or software provided as Confidential Information.

3.1. The Parties acknowledge that VDR data is highly sensitive and may contain evidence of navigation practices, crew communications, and operational decisions.

3.2. The Service Provider specifically agrees to:

• (a) Store all VDR data on secure, encrypted systems with restricted access;
• (b) Not use VDR data for any purpose other than the specific analysis requested by the Client;
• (c) Not share VDR data, recordings, or analysis results with third parties including classification societies, insurance companies, or regulatory authorities without express written permission from the Client;
• (d) Delete or return all VDR data files upon completion of the analysis or upon Client request;
• (e) Not use VDR data for training, research, or benchmarking purposes without anonymization and Client consent;
• (f) Ensure that audit reports and observations are presented in a manner that protects crew identity and vessel identification where appropriate.

4.1. The Client agrees to:

• (a) Protect the confidentiality of the Service Provider's methodologies, proprietary assessment tools, and analytical techniques;
• (b) Not disclose the Service Provider's commercial terms to competitors or third parties;
• (c) Use audit reports and recommendations solely for internal safety improvement purposes;
• (d) Not reproduce or distribute audit reports to external parties without the Service Provider's consent.

5.1. All Confidential Information remains the exclusive property of the Disclosing Party.

5.2. This Agreement does not grant any license, right, or interest in any intellectual property, patent, trademark, copyright, or trade secret.

5.3. The Service Provider retains ownership of its audit methodologies, assessment frameworks, and report templates.

5.4. The Client retains ownership of all vessel data, VDR recordings, and operational information provided to the Service Provider.

6.1. This Agreement shall commence on the Effective Date and remain in force for a period of five (5) years unless terminated earlier by mutual written consent.

6.2. The obligations of confidentiality shall survive the termination of this Agreement for a period of seven (7) years from the date of disclosure of the Confidential Information.

6.3. Upon termination or expiry, the Receiving Party shall:

• (a) Return or destroy all Confidential Information in its possession;
• (b) Certify in writing the destruction of all copies, extracts, and derivatives;
• (c) Continue to maintain confidentiality as per the survival clause.

7.1. The Parties acknowledge that breach of this Agreement may cause irreparable harm for which monetary damages may be an inadequate remedy.

7.2. In the event of breach or threatened breach, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies in addition to damages.

7.3. The Receiving Party shall indemnify and hold harmless the Disclosing Party from any losses, damages, claims, or expenses arising from breach of this Agreement.

7.4. Nothing in this Agreement shall limit either Party's rights under the Indian Contract Act, 1872 or other applicable laws.

8.1. All Confidential Information is provided "as is" without any warranty, express or implied, as to accuracy, completeness, or fitness for any purpose.

8.2. The Disclosing Party shall not be liable for any errors or omissions in the Confidential Information.

9.1. This Agreement shall be governed by and construed in accordance with the laws of India, including the Indian Contract Act, 1872.

9.2. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Mumbai, India.

9.3. The Parties agree to attempt to resolve any disputes through good faith negotiations before resorting to litigation.

10.1. Amendment: This Agreement may only be amended by written instrument signed by both Parties.

10.2. Waiver: No waiver of any provision shall constitute a waiver of any other provision or subsequent breach.

10.3. Severability: If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force.

10.4. Entire Agreement: This Agreement constitutes the entire understanding between the Parties regarding confidentiality and supersedes all prior agreements.

10.5. Assignment: Neither Party may assign this Agreement without prior written consent of the other Party.

10.6. Notices: All notices shall be in writing and sent to the addresses specified above or as subsequently notified.

10.7. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first written above.