Non-disclosure
Tenant NDA
Mutual NDA for dieticians, gyms, hospitals, and corporate wellness teams using AamoAI.
Tenant NDA
Source: AamoAI NDA Suite (docs/AamoAI_NDA_Suite_Complete.docx) · Effective August 2026. Have a qualified Indian advocate review before execution. Stamp duty applies under the Rajasthan Stamp Act.
For dieticians, nutritionists, gym owners, fitness coaches, hospitals, and corporate wellness teams — Mutual NDA
THIS IS A MUTUAL NDA. Both AamoAI and the Tenant disclose confidential information to each other. AamoAI discloses: platform architecture, clinical algorithms, ICMR data implementation, business plans, and pricing. The Tenant discloses: client data, clinical protocols, business information, and practice data. Both parties are bound equally.
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ('Agreement') is entered into as of the date of execution below ('Effective Date') by and between:
Party A: AamoAI™, a nutrition intelligence platform operated by [Registered entity name], a company incorporated under the laws of India and having its registered office at [Registered office address, Jodhpur, Rajasthan] (hereinafter 'AamoAI' or 'Disclosing Party / Receiving Party' as context requires)
AND
Party B: [Full legal name of Tenant], [type of entity — individual / partnership / private limited company / LLP], having its principal place of business at [Address] (hereinafter 'Tenant' or 'Disclosing Party / Receiving Party' as context requires)
AamoAI and the Tenant are hereinafter collectively referred to as the 'Parties' and individually as a 'Party'.
Recitals
WHEREAS, AamoAI operates a clinical nutrition intelligence platform providing ICMR RDA 2024-aligned meal planning, dietician practice management, and health intelligence services;
WHEREAS, the Tenant is a registered nutrition or wellness professional or organisation desirous of using or evaluating AamoAI's platform for professional practice management;
WHEREAS, in connection with the Tenant's use of and access to AamoAI's platform, the Parties anticipate disclosing certain Confidential Information to each other;
NOW THEREFORE, in consideration of the mutual covenants and the disclosure of Confidential Information, the Parties agree as follows:
1. Definitions
1.1 'Confidential Information' means any and all non-public information disclosed by one Party ('Disclosing Party') to the other Party ('Receiving Party'), whether disclosed orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to:
As regards AamoAI's Confidential Information:
- The platform's clinical algorithms, meal plan generation logic, constraint engine architecture, and ICMR RDA 2024 implementation methodology
- The Food Intelligence Stack architecture including complement suggestion engines, plate balance scoring methodology, and recipe intelligence profiles
- IFCT 2017 data compilation, processing methodology, and the nutrient source crosswalk system
- Panchang dietary intelligence system including the ingredient-level observance rule database and SME validation methodology
- Business plans, pricing strategies, financial projections, investor information, and go-to-market strategies
- Technology architecture, database schema, API specifications, and source code
- User data, aggregate analytics, and the clinical outcomes dataset
- Partnership terms, vendor agreements, and third-party contracts
- Any information marked 'Confidential' or 'Proprietary' at the time of disclosure
As regards the Tenant's Confidential Information:
- Client personal and clinical data including health conditions, biomarkers, medications, dietary history, and nutritional assessments
- Clinical protocols, treatment approaches, and professional methodologies
- Client lists, practice financials, and business information
- Professional referral networks and strategic relationships
- Any information designated as confidential or which a reasonable professional would understand to be confidential
1.2 'Purpose' means the Tenant's evaluation of, access to, and use of AamoAI's platform for professional nutrition practice management, and AamoAI's provision of platform services to the Tenant.
1.3 'Representative' means a Party's employees, contractors, advisors, and agents who have a need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.
2. Obligations of the Receiving Party
Each Party, when acting as Receiving Party, agrees to:
- Hold the Disclosing Party's Confidential Information in strict confidence using at minimum the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
- Use the Confidential Information solely for the Purpose and for no other purpose whatsoever.
- Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except to Representatives who need to know such information for the Purpose.
- Promptly notify the Disclosing Party in writing upon discovery of any unauthorised use or disclosure of Confidential Information and cooperate fully to remedy such breach.
- Not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, clinical algorithms, or proprietary methodologies from any Confidential Information received.
- Not use the Confidential Information to develop any competing product, service, or platform.
- Ensure that all Representatives who receive Confidential Information are informed of its confidential nature and bound by obligations consistent with this Agreement.
3. Exclusions from Confidential Information
The obligations of this Agreement do not apply to information that the Receiving Party can demonstrate:
- Was already in the public domain at the time of disclosure through no fault of the Receiving Party;
- Becomes publicly available after disclosure through no act or omission of the Receiving Party;
- Was already known to the Receiving Party at the time of disclosure, as evidenced by written records predating disclosure;
- Was independently developed by the Receiving Party without use of or reference to the Confidential Information;
- Was received from a third party who had the lawful right to disclose it without restriction;
- Is required to be disclosed by applicable Indian law, a court order, or a directive of a competent regulatory authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (where legally permissible) and cooperates with the Disclosing Party in seeking a protective order.
4. Special Provisions — Client Health Data
CLIENT HEALTH DATA IS SUBJECT TO ADDITIONAL OBLIGATIONS. The Tenant's clients' personal health data — conditions, biomarkers, medications, dietary records — is Sensitive Personal Data or Information (SPDI) under the IT (SPDI) Rules 2011 and personal data under the DPDP Act 2023. The following additional obligations apply specifically to client health data disclosed to AamoAI through the platform.
4.1 The Tenant confirms that it has obtained all necessary consents from its clients for the processing of their health data through AamoAI's platform, including consent for the data to be processed by AamoAI as a Data Processor.
4.2 AamoAI shall process client health data only in accordance with the Data Processing Agreement (DPA) executed between AamoAI and the Tenant and shall not use client health data for any purpose other than providing the platform services to the Tenant.
4.3 Client health data shall be encrypted at rest (AES-256) and in transit (TLS 1.3) at all times on AamoAI's infrastructure.
4.4 AamoAI shall notify the Tenant within 2 hours of becoming aware of any security incident involving the Tenant's clients' health data.
4.5 The Tenant shall not disclose AamoAI's clinical algorithm outputs or the platform's methodology to any third party in a manner that would allow reverse engineering of AamoAI's proprietary systems.
5. Term and Termination
5.1 This Agreement shall commence on the Effective Date and shall continue for a period of five (5) years, unless earlier terminated by either Party upon thirty (30) days' written notice.
5.2 Upon termination or expiration of this Agreement, or upon the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy (at the Disclosing Party's election) all Confidential Information and any copies thereof, and shall certify in writing that it has done so within thirty (30) days.
5.3 Notwithstanding termination, the obligations of confidentiality with respect to client health data shall survive for a period of seven (7) years from the date of last processing, consistent with AamoAI's data retention policy and the DPDP Act 2023.
5.4 The confidentiality obligations in this Agreement shall survive termination for a period of five (5) years with respect to general Confidential Information and seven (7) years with respect to client health data.
6. Intellectual Property
6.1 Nothing in this Agreement grants either Party any right, title, or interest in the other Party's Confidential Information, intellectual property, or proprietary methods. The Receiving Party acknowledges that the Confidential Information remains the exclusive property of the Disclosing Party.
6.2 AamoAI retains all intellectual property rights in its platform, algorithms, ICMR RDA 2024 implementation, IFCT data compilation, Panchang intelligence system, and all other proprietary technology. The Tenant's use of the platform does not transfer any intellectual property rights.
6.3 Any feedback, suggestions, or improvements that the Tenant provides regarding AamoAI's platform shall be considered AamoAI's property and may be used by AamoAI without restriction or compensation.
7. Remedies
7.1 The Parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law, the aggrieved Party shall be entitled to seek injunctive or other equitable relief from a court of competent jurisdiction without the requirement of posting a bond or proving actual damages.
7.2 Nothing in this Agreement limits either Party's right to seek any remedy available under applicable Indian law, including the Indian Contract Act 1872, the Information Technology Act 2000, the DPDP Act 2023, or any other applicable statute.
8. General Provisions
8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India. The courts of Rajasthan, India shall have exclusive jurisdiction over any dispute arising from this Agreement.
8.2 Dispute Resolution: The Parties shall attempt to resolve any dispute arising from this Agreement through good-faith negotiation for a period of thirty (30) days before initiating any legal proceedings.
8.3 Entire Agreement: This Agreement, together with the Tenant Policy and Data Processing Agreement executed between the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, representations, and understandings.
8.4 Amendment: This Agreement may only be amended by a written instrument signed by authorised representatives of both Parties.
8.5 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
8.6 Waiver: No waiver of any provision of this Agreement shall be effective unless in writing. A waiver of any breach shall not constitute a waiver of any subsequent breach.
8.7 Assignment: Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that AamoAI may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
8.8 Notices: All notices under this Agreement shall be in writing and delivered to the addresses specified below or to such other address as either Party may designate in writing.
8.9 Stamp Duty: This Agreement shall be stamped as required under the applicable Stamp Act of the state of Rajasthan. The cost of stamping shall be borne equally by both Parties unless otherwise agreed.
Execution
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first written above.
AamoAI™
[Registered entity name]
Jodhpur, Rajasthan
[Tenant full legal name]
[Address]
[City, State]
WITNESSES