Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement ("Agreement") sets forth the terms and conditions governing the access, use, handling, and protection of any confidential, proprietary, technical, scientific, commercial, or strategic information disclosed or made available by registered Buyers (hereinafter referred to as the "Disclosing Party") to registered Sellers of pharmaceutical impurities or related chemical substances (hereinafter referred to as the "Receiving Party") through or in connection with the Impurityx platform, operated by Thirdworld Innomart Private Limited ("Platform Operator").

This Agreement specifically pertains to disclosures made for the purpose of enabling the Receiving Party to evaluate and submit quotations in response to Requests for Quotation (RFQs) or expressions of interest related to the sale, procurement, sourcing, or negotiation of impurities and reference standards required for pharmaceutical use, as initiated or requested by the Disclosing Party through the Impurityx platform.

This Agreement is a condition precedent to gaining access to any such RFQs, associated documents, communications, or data, and shall apply regardless of the medium, format, or channel through which the Confidential Information is transmitted or accessed (including web interface, downloadable files, email, or integrated communication tools).

By clicking “I Accept”, the Receiving Party agrees to the following terms:

1. Purpose

To enable the Receiving Party to evaluate and respond to RFQs issued by Buyers through the Impurityx platform in relation to the purchase and sale of impurities and reference materials for pharmaceutical and scientific use, the Disclosing Party may grant access to certain confidential, sensitive, and proprietary information. This Agreement governs the terms under which such Confidential Information is disclosed, accessed, used, protected, and returned or destroyed, and imposes strict obligations of confidentiality, non-disclosure, and limited use on the Receiving Party.

2. Definition of Confidential Information

For the purposes of this Agreement, “Confidential Information” shall mean and include, without limitation:

a) Product-related data including chemical name, CAS numbers, molecular structure, purity levels, synthesis process, analytical data, COAs, specifications, stability data, and manufacturing procedures;
b) Commercial and financial information including quotations, pricing terms, volume commitments, negotiation records, margin structures, payment terms, supply lead time, or sourcing strategies;
c) Regulatory documentation or data such as GMP certifications, analytical validations, impurity profiling, safety documentation, and compliance records;
d) Any uploaded file, document, message, or data shared through the Impurityx platform in relation to an RFQ or inquiry;
e) Any business, operational, or strategic plan related to impurity sourcing, pricing, demand projections, or supplier preferences;
f) Any third-party confidential or proprietary information shared with the Receiving Party on behalf of the Disclosing Party;
g) Any other information disclosed orally, in writing, electronically, or otherwise that is identified as confidential or would be understood to be confidential by its nature.

Confidential Information includes all reproductions, summaries, extracts, or derivative works created from such information.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

a) Use the Confidential Information solely for evaluating and responding to RFQs from Buyers on the Impurityx platform;
b) Not disclose or share such information with any third party without written consent of the Disclosing Party;
c) Limit access to Confidential Information strictly to internal personnel who have a need to know and are bound by confidentiality obligations at least as strict as this Agreement;
d) Maintain commercially reasonable measures to protect Confidential Information from unauthorized access, loss, misuse, or disclosure;
e) Not reverse engineer, replicate, or misuse the product or data shared;
f) Be liable for any breach by its employees, contractors, affiliates, or agents.

4. Exclusions from Confidentiality

This Agreement shall not apply to information which the Receiving Party can prove:

a) Is or becomes publicly known without breach of this Agreement;
b) Was already lawfully in the Receiving Party’s possession before disclosure;
c) Is disclosed lawfully by a third party not under any confidentiality obligation;
d) Is independently developed without reference to the Confidential Information.

Proof of such exclusions must be documented in writing.

5. No License or Commercial Obligation

Nothing in this Agreement shall:

a) Grant any license or rights in any intellectual property of the Disclosing Party;
b) Constitute a commitment by the Disclosing Party to proceed with any transaction;
c) Create a joint venture, partnership, employment, or other business relationship beyond the scope of RFQ communication;
d) Oblige either Party to disclose more information than it deems appropriate.

Any commercial agreement must be executed separately.

6. Return or Destruction of Information

Upon request by the Disclosing Party, or completion/termination of RFQ discussions, the Receiving Party shall:

a) Return all Confidential Information (including copies and derivatives), or
b) Securely destroy it and provide written certification of destruction, except where legal retention is required (e.g., for regulatory reasons).

7. Non-Circumvention

For a period of three (3) years from the date of disclosure, the Receiving Party agrees not to:

a) Contact, solicit, negotiate, or transact with any third party (manufacturer, agent, or affiliate) revealed through the Disclosing Party’s Confidential Information, except through the Disclosing Party or with its express permission;
b) Circumvent or bypass the Disclosing Party’s business interest in any way that reasonably results in a lost commercial opportunity.

Any such action will be deemed a material breach.

8. Term and Survival

This Agreement becomes effective upon electronic acceptance via the Impurityx platform and shall remain in force for a period of three (3) years.
Obligations related to Confidential Information shall survive for five (5) years from each respective disclosure unless otherwise required by law.

9. Breach and Remedies

Any breach of confidentiality or non-circumvention may result in:

• Temporary or permanent injunctive relief;
• Financial damages including reputational loss or lost business;
• Legal cost recovery including attorney’s fees and audit expenses.

These remedies are cumulative and survive termination.

10. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of India, and the courts of Mumbai, Maharashtra shall have exclusive jurisdiction over any dispute.

11. Severability

If any provision of this Agreement is held invalid, the remainder shall remain in full force. Any invalid clause shall be modified to reflect the Parties’ original intent, if permitted by law.

12. Entire Agreement

This Agreement constitutes the entire understanding between the Parties regarding confidentiality of impurity-related information and supersedes all prior communications on the subject.

13. Electronic Acceptance

This Agreement is binding upon the Receiving Party’s digital acceptance on the Impurityx platform (e.g., clicking “I Accept” or similar).
Such electronic acceptance shall have full legal effect as per the Information Technology Act, 2000 (India) and its applicable rules.
The Platform Operator will retain digital records of such acceptance as proof of execution.

If you agree to be legally bound by the terms of this Non-Disclosure Agreement, please click “I ACCEPT.” If you do not accept, you will not be permitted to access any RFQs or Confidential Information on the platform.