1. Parties and nature of this NDA
This Non-Disclosure Agreement ("NDA") is made by Sattardas, a sole proprietorship concern of Jayson Ganatra, with its principal place of business at 2, Vrindavan Society, Near Madhapar Circle, Rajkot, Gujarat 360006, India ("Sattardas", "we", "us", or "Receiving Party"), for the benefit of the individual who accepts it ("you" or "Disclosing Party").
This is a recipient-side Non-Disclosure Agreement (NDA) by Sattardas covering information you share so that Sattardas may provide an Instant Quote, design-for-manufacturability (DFM) feedback, process an order, and manufacture parts in-house or through Manufacturing Partners / vendors. It is not an organisation-wide mutual NDA between your employer and Sattardas unless a separate company paper is executed through our custom NDA process. Naming an employer is for context only and does not bind that organisation. Acceptance of this self-serve NDA is optional: if you prefer, Sattardas is open to signing a confidentiality agreement on your own or your organisation's paper through its custom NDA process.
2. Purpose
The Parties intend that you may share confidential and proprietary information with Sattardas so that the Parties can explore and pursue a manufacturing relationship productively. The sole "Purpose" of this NDA is to enable Sattardas to: (a) evaluate manufacturability and provide design-for-manufacturability (DFM) feedback; (b) provide an Instant Quote or RFQ response; (c) discuss, accept, and process a potential or actual order; and (d) manufacture or arrange manufacture of parts in-house or through Manufacturing Partners / vendors under our Customer Terms of Service.
3. Definition of Confidential Information
"Confidential Information" means any data or information that is competitively sensitive and not generally known to the public, including information you consider confidential, such as:
(a) trade secrets, discoveries, technical, engineering, financial, pricing and/or other business data and documentation, sales information, inventions, designs, know-how, manufacturing techniques and specifications, process technologies, business plans, drawings, CAD/3D models, sketches, models, samples, reports, plans, and forecasts, whether disclosed by you or your representatives in furtherance of the Purpose;
(b) information regarding your current and/or prospective business;
(c) information marked as confidential, proprietary, or privileged;
(d) non-public financial or commercial information; and
(e) any other valuable secret business information which, by its nature, a reasonably prudent person familiar with your industry would recognise as confidential.
"Trade Secrets" means business and/or technical information (including a formula, pattern, program, device, compilation, method, technique, or process) that derives independent commercial value from not being generally known or readily ascertainable through independent development or reverse engineering, and that is the subject of reasonable efforts to maintain its secrecy.
Confidential Information includes information disclosed in writing, electronically (including file uploads), orally, or in any other form, before, on, or after acceptance of this NDA, if it is marked confidential or proprietary (including drawings bearing an ISO 16016, or equivalent, restricted-use / proprietary legend), is stated to be confidential, or would reasonably be understood as confidential under the circumstances. Communications about your Instant Quote, DFM feedback, order, and manufacturing engagement are also treated as confidential except where expressly stated otherwise in writing.
4. Exclusions from Confidential Information
The obligation of confidentiality does not apply to information that:
(a) is or becomes publicly known other than as a result of unauthorised disclosure by Sattardas or its representatives;
(b) is or was received by Sattardas from a third party who, to Sattardas's knowledge, was not under a confidentiality obligation to you regarding that information;
(c) is disclosed by Sattardas with your prior written permission;
(d) is independently developed by Sattardas without use of your Confidential Information; or
(e) was already rightfully in Sattardas's possession, without any obligation of confidentiality, before you disclosed it to Sattardas.
5. Obligation to maintain confidentiality
With respect to your Confidential Information, Sattardas agrees to:
(a) retain it in strict confidence, protect its security, integrity, and confidentiality, and not permit unauthorised access, use, disclosure, publication, or dissemination except as allowed under this NDA;
(b) adopt and maintain security processes and procedures using a reasonable degree of care, not less than the care Sattardas uses to safeguard its own similar information;
(c) use Confidential Information only for the Purpose;
(d) if there is an unauthorised disclosure or loss of Confidential Information, promptly notify you in writing and take commercially reasonable steps to minimise damage; and
(e) limit access to employees, contractors, and advisors who need to know for the Purpose and who are bound by confidentiality obligations no less protective than these;
(f) disclose Confidential Information where legally compelled to do so by applicable law, court, governmental agency, or regulatory authority, subject to the notice-and-minimisation procedure in Section 11; such a compelled disclosure of a specific portion of Confidential Information does not, by itself, cause the remainder of that Confidential Information to lose its protection under this NDA.
6. Security measures; cyber attacks and ransomware
Sattardas will implement and maintain commercially reasonable technical and organisational security measures, appropriate to the nature of the information, to protect Confidential Information against unauthorised access, use, or disclosure, including measures intended to reduce the risk of cyber attacks, hacking, malware, and ransomware. You acknowledge that no system is immune and that the internet and digital storage involve inherent residual risk.
To the maximum extent permitted by applicable law, Sattardas shall not be liable under this NDA for any loss, disclosure, unavailability, encryption, exfiltration, or compromise of Confidential Information resulting from a cyber attack, ransomware incident, hacking, malware, denial-of-service, zero-day exploit, or similar malicious act by a third party, provided that Sattardas had implemented and maintained commercially reasonable security measures at the time of the incident. This exclusion does not apply to the extent the incident was caused by Sattardas's gross negligence, wilful misconduct, or failure to maintain such commercially reasonable security measures.
Nothing in this Section limits any obligation Sattardas has under applicable data-protection law, including any duty to maintain reasonable security safeguards and to notify affected persons and/or competent authorities of a personal-data breach. Where legally required or practicable, Sattardas will notify affected users and take commercially reasonable steps to contain and remediate the incident.
For the avoidance of doubt, a third-party cyber incident that occurs despite Sattardas maintaining commercially reasonable security measures does not, by itself, constitute disclosure that "originated from Sattardas" under Section 12.
7. Manufacturing Partners
When you upload or send Specifications / Confidential Information for Instant Quote, DFM feedback, an order, or manufacturing, Sattardas may manufacture in-house or subcontract with one or more manufacturing partners / vendors ("Manufacturing Partner(s)"). You acknowledge that Sattardas may share Confidential Information with Manufacturing Partners solely to process your inquiry or order, provide DFM feedback, manufacture products, or perform the services.
Sattardas will require Manufacturing Partners to protect such information under written confidentiality agreements consistent with this NDA and Sattardas's business practices.
8. Ownership of intellectual property
As between you and Sattardas, you (or your licensor) own all right, title, and interest in and to your Specifications and other Confidential Information you disclose, including copyrights, moral rights, trademark rights, patent rights, trade secret rights, and any other intellectual property rights relating thereto. Nothing in this NDA transfers ownership of your Confidential Information to Sattardas. Any limited licence needed for quoting, DFM, ordering, or manufacturing is as set out in our Customer Terms of Service when you use the Site or place an order.
9. Non-disclosure of discussions
Except as permitted under this NDA (including Manufacturing Partners and compelled disclosure), Sattardas will not disclose to third parties: (a) that Confidential Information has been made available to it for Instant Quote, DFM feedback, ordering, or manufacturing; or (b) the non-public commercial terms of any quote, order, or manufacturing discussions, except as needed for the Purpose or with your prior written consent. This does not restrict Sattardas from stating generally that it provides CNC / manufacturing services.
10. Retention and return
Upon your written request, Sattardas will, within a commercially reasonable time, destroy or return Confidential Information that is no longer needed for the Purpose, and confirm destruction in writing on request - except that Sattardas may retain copies: (a) required by law, regulation, audit, or dispute resolution; (b) in routine automated backups for so long as they are retained under Sattardas's backup lifecycle; and (c) needed to perform continuing obligations under this NDA or an active quote/order. Retained copies remain subject to confidentiality.
Without limiting the foregoing, as per applicable norms and statutory record-keeping requirements in India, Sattardas is bound to retain financial and tax-related records (including invoices, payment records, and related commercial documentation) for a minimum of eight (8) years, or such longer period as applicable law may require. Such financial records may include references necessary to identify the related transaction; they remain subject to confidentiality under this NDA to the extent they contain Confidential Information.
11. Compelled disclosure
Sattardas may disclose Confidential Information to the extent compelled by law, provided that (to the extent legally permitted) Sattardas gives you prior notice and reasonable assistance, at your cost if you wish to contest the disclosure. If disclosure is compelled in proceedings to which you are a party and you are not contesting disclosure, Sattardas may disclose only what the law requires. Compelled disclosure does not waive this NDA.
12. Proof of breach; remedies and liability cap
The Parties acknowledge that unauthorised disclosure of Confidential Information may cause harm for which damages may be an inadequate remedy. In any claim for damages or equitable relief for breach of this NDA by Sattardas, you must establish that: (a) specific Confidential Information was disclosed or used in breach of this NDA; and (b) such disclosure or use originated from Sattardas or a person to whom Sattardas disclosed that information under this NDA (and not from an independent source, your own disclosure, a third party not under Sattardas's control, public information, or a cyber attack / ransomware / similar malicious incident covered by Section 6). Nothing in this Section limits any power a court may have to grant relief it considers appropriate under applicable law.
The Parties agree that, given the self-serve nature of the Instant Quote service, the volume of users, the low per-transaction value, the fact that Disclosing Parties routinely share the same designs with multiple manufacturers for quotation, and that Sattardas offers to enter into a confidentiality agreement on your own or your organisation's paper through its custom NDA process (so that your acceptance of this self-serve NDA is a voluntary and informed choice rather than a term imposed on you), the cap in this Section is a fair and reasonable allocation of risk and a material basis on which Sattardas offers the service at the quoted prices. Where a proven breach relates to Confidential Information in a particular uploaded file (or set of files forming one Instant Quote inquiry), Sattardas's total aggregate monetary liability for that breach shall not exceed the quoted line value for that file on the Instant Quote associated with that upload - calculated as (quoted unit price) × (quoted quantity) on that quotation. If more than one Instant Quote was issued for the same file, the most recent Instant Quote for that file applies. Liability is per affected file / inquiry under this formula and is not cumulative beyond those quoted values. Where no Instant Quote has yet been issued for the file at the time of the claim (for example, a file submitted only for DFM feedback, or still pending manual quoting), Sattardas's total aggregate monetary liability for that file shall not exceed USD 200.
All monetary amounts in this Section are stated in United States Dollars (USD); where liability is assessed or paid in Indian Rupees (INR), the equivalent shall be determined at the prevailing exchange rate on the date the claim is finally determined.
Any monetary liability of Sattardas under this NDA is limited to direct damages actually suffered and proven within the cap above, and excludes indirect, incidental, special, consequential, punitive, or exemplary damages, and lost profits, to the maximum extent permitted by law.
Each Party shall bear its own advocates' fees and legal costs and expenses in connection with any dispute under this NDA. Sattardas shall not be obliged to pay or reimburse your legal costs or those of any third party, except to the extent a competent court finally orders otherwise under applicable law.
The cap and exclusions in this Section do not apply to liability arising from Sattardas's fraud, wilful misconduct, or gross negligence, or to any liability that cannot be excluded or limited under applicable law.
13. Term
Sattardas's confidentiality obligations continue for one (1) year from the date you accept this NDA, except that Trade Secrets remain protected for so long as they remain trade secrets under applicable law.
14. Your acknowledgements
You represent that: (a) you have the right to share the Confidential Information you upload for Instant Quote, DFM feedback, ordering, and/or manufacturing; (b) you accept this NDA as an individual for Instant Quote, DFM feedback, ordering, and manufacturing purposes (in-house or through Manufacturing Partners / vendors); (c) if you need a company-to-company mutual NDA on your organisation's paper, you will use our custom NDA request path; (d) you are at least 18 years old (or the age of majority in your jurisdiction, if higher) and have the legal capacity to enter into this NDA; and (e) Sattardas is willing to negotiate and execute a confidentiality agreement on your own or your organisation's paper through its custom NDA process, you have had the opportunity to do so, and your acceptance of this self-serve NDA - including the security provisions in Section 6 and the proof-of-breach and liability provisions in Section 12 - is a voluntary and informed choice and represents a fair and reasonable allocation of risk that you accept in exchange for the convenience of the self-serve service.
15. Relationship to Terms of Service and Privacy Policy
Use of the Sattardas website and manufacturing services remains subject to our Customer Terms of Service and Privacy Policy. If you place an order, the Terms also govern manufacturing, payment, delivery, and related matters. This NDA addresses confidentiality of information submitted for Instant Quote, DFM feedback, ordering, and manufacturing and does not replace those documents. Amendment of this NDA requires a written instrument; updates to the self-serve template will apply to new acceptances under a new template version.
16. Force majeure
Sattardas shall not be liable for any delay in performance, failure to perform, or for any loss, damage, disclosure, unavailability, or compromise of Confidential Information caused by events beyond its reasonable control ("Force Majeure Event"), including acts of God, natural disasters, fire, flood, earthquake, epidemic or pandemic, war, terrorism, riot, civil unrest, governmental action, order, or restriction, strikes or other labour disputes, and failure or interruption of power, utilities, internet, telecommunications, cloud, or hosting services, as well as cyber attacks, hacking, malware, ransomware, denial-of-service, or similar malicious acts by third parties. On the occurrence of a Force Majeure Event, Sattardas will take commercially reasonable steps to resume performance and to protect Confidential Information as soon as reasonably practicable.
17. Severability
If any provision of this NDA is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or, if it cannot be so modified, shall be severed from this NDA, and the remaining provisions shall continue in full force and effect. For the avoidance of doubt, if any limitation of liability or liability cap in Section 12 is held invalid or unenforceable, the remaining provisions of Section 12 and of this NDA shall continue to apply to the maximum extent permitted by law.
18. General provisions
(a) Waiver: No failure or delay by Sattardas in exercising any right under this NDA operates as a waiver of that right, and no single or partial exercise of any right precludes any further exercise of it. A waiver is effective only if given by Sattardas in writing.
(b) Assignment: You may not assign or transfer this NDA, in whole or in part, without Sattardas's prior written consent. Sattardas may assign or transfer this NDA to a successor in connection with a reorganisation, incorporation, merger, sale of business or assets, or conversion of Sattardas into a company or other legal entity, provided the assignee agrees to be bound by confidentiality obligations no less protective than those in this NDA.
(c) Entire agreement: This NDA, together with our Customer Terms of Service and Privacy Policy, constitutes the entire agreement between the Parties regarding the confidentiality of information submitted for Instant Quote, DFM feedback, ordering, and manufacturing, and supersedes any prior understanding or arrangement on that subject.
(d) Notices: Notices under this NDA may be given by email - to you at the verified email address associated with your acceptance, and to Sattardas at [email protected] (or such other address as Sattardas may publish) - and are deemed received on the next business day after sending, absent evidence of non-delivery.
19. Governing law and jurisdiction
This NDA is governed by the laws of India and the State of Gujarat, without regard to conflict-of-laws principles, consistent with our Customer Terms of Service. Subject to any mediation requirements in the Terms, courts in Rajkot, Gujarat shall have jurisdiction over disputes relating to this NDA.
20. Electronic acceptance
By verifying your email and clicking to accept, you agree to do business electronically with Sattardas for this NDA. Sattardas will countersign electronically on the executed PDF (company attestation). A copy will be emailed to you and retained with your name, email, timestamp, IP address, and template version.