STRICT LEGAL WARNING & INTELLECTUAL PROPERTY NOTICE
This agreement protects the trade secrets, patent-pending business processes, algorithm designs, and intercity commuter operational frameworks developed by Sanjay Thakur. Any unauthorized replication, reverse-engineering, poaching, or disclosure will face immediate legal action under civil and criminal laws of India.
Article 1 — Definition of Proprietary & Confidential Information & Exclusions "Confidential Information" shall include all technical, operational, financial, business, and strategic information disclosed by Sanjay Thakur (Founder) or accessed by the Receiving Party, including: (a) Intercity Ertiga 6-seat daily commuter shuttle model, route optimization algorithms, doorstep cluster pickup logic, and schedule pairing mechanisms; (b) Subscription pass structures and recurring payment workflows; (c) Patent-pending intercity commuter pooling, seat allocation maps, and B2B express parcel monetization in passenger shuttles; (d) Source code, database schemas, UI/UX mockups, mobile applications, AIS-140 GPS telematics integration, and website platforms (`dailycab.in`); (e) Financial models, Detailed Project Reports (DPRs), cost-per-kilometer metrics, investor decks, driver payout plans, and partner revenue splits.Exclusions: Confidential Information shall not include information which: (i) is or becomes publicly available without breach of this Agreement; (ii) was lawfully known prior to disclosure; (iii) is independently developed without use of DailyCab’s Confidential Information; (iv) is lawfully obtained from a third party; or (v) consists of general industry knowledge and experience of the Receiving Party without reference to, incorporation of, or reliance upon DailyCab’s proprietary route algorithms, unit economics, or trade secrets.
Article 2 — Purpose, Non-Use & Investor Non-Circumvention The Receiving Party agrees to maintain strict confidentiality and use Confidential Information SOLELY for the purpose of evaluating and executing the potential business association with DailyCab. If the Parties do not enter into a formal agreement or if the association terminates, the Receiving Party shall NOT use, directly or indirectly , any Confidential Information, route economics, or business playbooks to launch, advise, assist, or invest in any competing intercity shuttle service.Non-Circumvention: General recruitment qualifications apply to pre-existing contacts or public job postings; provided that nothing in this clause shall dilute or exempt the Receiving Party from non-circumvention obligations regarding prospective investors, financial institutions, or corporate partners specifically introduced during the mandate.
Article 3 — Non-Compete & Active Mandate Competitor Firewall The Receiving Party acting in an advisory capacity shall not be subject to an unreasonable blanket post-termination non-compete. However, during the active term of association with DailyCab: (a) The Receiving Party shall not provide advisory services to a direct intercity shuttle competitor operating on DailyCab's active routes in Madhya Pradesh (e.g., Indore-Bhopal, Indore-Ujjain); (b) The Receiving Party shall not solicit or hire any key employee, developer, or operations head of DailyCab; (c) Any general industry experience retained in unaided memory shall EXCLUDE DailyCab's proprietary algorithms, route profitability metrics, financial models, and driver payout logic.
Article 4 — Ownership of Intellectual Property & Work Product All work product, code, designs, branding, domain names, customer lists, marketing materials, trade secrets, concepts, algorithms, and operational workflows conceived, developed, written, or contributed by the Receiving Party during or in connection with their association with DailyCab shall be the sole, exclusive, and unencumbered property of Sanjay Thakur from inception. The Receiving Party hereby irrevocably and permanently assigns all global intellectual property rights, copyrights, patents, and domain rights in such work product to Sanjay Thakur without additional compensation.
Article 5 — Term, Pre-Incorporation Assignment & Survival Upon incorporation of DailyCabs Pvt Ltd (or successor corporate entity), all rights, benefits, covenants, and remedies under this Agreement shall automatically assign to said corporate entity. In the event negotiations terminate or association ends, all confidentiality and non-use covenants shall survive for a period of three (3) years from the date of disclosure.
Article 6 — Penalties, Remedies & Injunctive Relief The Receiving Party agrees that any violation of confidentiality or non-use will cause irreparable harm for which monetary damages alone are inadequate. Therefore: (a) Sanjay Thakur / DailyCab shall be entitled to seek an immediate ex-parte temporary injunction and permanent restraining order from a court of competent jurisdiction under the Specific Relief Act, 1963; (b) Monetary compensation shall cover actual direct losses legally recoverable under Indian law, along with reasonable legal expenses, court costs, and investigation fees incurred in enforcing this Agreement.
Article 7 — Governing Law & Exclusive Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the Republic of India, including the Indian Contract Act, 1872 and the Information Technology Act, 2000. Any legal proceedings arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the competent Courts at Indore / Dhar, Madhya Pradesh .
Article 8 — Miscellaneous Provisions (a) Survival: Confidentiality and non-use obligations shall survive for three (3) years post-termination; (b) Severability: If any provision is held invalid, remaining provisions remain in full force; (c) Entirety: This Agreement constitutes the complete understanding regarding confidentiality; (d) Electronic Execution: Execution via digital canvas signature or uploaded image is legally binding under Section 10A of the IT Act, 2000.