1. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" refers to any and all information disclosed by the Disclosing Party to the Recipient, whether written, oral, electronic, or in any other form, which is not publicly known and which may include, but is not limited to:

• Business strategies, financial data, and revenue models
• AI algorithms, source code, database schemas, and technical architecture
• Candidate profiles, resumes, employer details, and job postings
• Training materials, HR processes, and internal methodologies
• Client lists, contracts, and pricing structures

2. Obligations of the Recipient

The Recipient agrees to:

• Maintain the confidentiality of the information and protect it with the same degree of care as their own confidential information, but no less than a reasonable standard of care
• Use the Confidential Information solely for the purpose of evaluating or engaging in business opportunities with the Disclosing Party
• Not disclose, publish, or disseminate any Confidential Information to any third party without prior written consent from the Disclosing Party
• Restrict access to Confidential Information only to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein

3. Exclusions

The obligations under this Agreement shall not apply to any information that:

• Was publicly known or made generally available prior to the time of disclosure by the Disclosing Party
• Becomes publicly known or made generally available after disclosure through no wrongful act of the Recipient
• Is rightfully obtained by the Recipient from a third party without restriction
• Was independently developed by the Recipient without use of or reference to the Confidential Information
• Is required to be disclosed by law, regulation, or court order, provided the Recipient gives the Disclosing Party prompt notice of such requirement

4. Term and Termination

This Agreement shall remain in effect for a period of three (3) years from the date of last disclosure of Confidential Information. The obligations of confidentiality shall survive termination of this Agreement and continue for a period of five (5) years thereafter, except for trade secrets which shall be protected indefinitely.

5. Return of Information

Upon written request by the Disclosing Party, or upon termination of this Agreement, the Recipient shall promptly return to the Disclosing Party all documents and other tangible materials representing Confidential Information and all copies thereof. The Recipient may retain one archival copy for legal compliance purposes only.

6. Remedies

The parties acknowledge that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available, the Disclosing Party shall be entitled to seek injunctive relief to restrain any such breach without the necessity of proving actual damages.

7. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Hyderabad, Telangana.

8. Entire Agreement

This Agreement constitutes the entire understanding between the parties concerning the subject matter herein and supersedes all prior discussions, agreements, and understandings of every kind and nature between them.

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