Third-Party Vendor NDA

Third-Party Vendor 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.

NON-DISCLOSURE AGREEMENT — VENDOR

This Non-Disclosure Agreement ('Agreement') is entered into as of the date of execution below ('Effective Date') by and between AamoAI™, [Registered entity name], having its registered office at [Address, Jodhpur, Rajasthan] ('AamoAI', 'Disclosing Party') and [Vendor full legal name], [entity type], having its principal place of business at [Vendor address] ('Vendor', 'Receiving Party').

1. Background and Purpose

AamoAI is evaluating or engaging the Vendor in connection with: [specify — e.g., ingredient price data services / payment processing / cloud infrastructure / API integration / data partnership / eCommerce integration / spice product sourcing] ('the Purpose'). In connection with the Purpose, AamoAI will disclose certain Confidential Information to the Vendor. This Agreement governs the Vendor's obligations with respect to that information.

2. Confidential Information

'Confidential Information' means all non-public information disclosed by AamoAI to the Vendor, whether oral, written, electronic, or otherwise, including:

• AamoAI's platform architecture, database schema, API specifications, and technical documentation
• Clinical algorithms including the meal plan generator, constraint engine, ICMR RDA 2024 implementation, and IFCT data processing methodology
• The Food Intelligence Stack — complement suggestion engines, plate balance scoring, food synergy engine, and recipe intelligence profiler
• Panchang dietary intelligence system — ingredient-level observance rules, SME validation methodology, and calendar intelligence
• Business plans, financial projections, pricing strategies, user metrics, and investor information
• Partnership terms, existing vendor contracts, and third-party agreements
• User data, aggregate analytics, clinical outcomes dataset, and any personally identifiable information of AamoAI's users or clients
• The recipe library (3,200+ recipes), IFCT-mapped ingredient database, and any derivative datasets
• Any information marked 'Confidential' or 'Proprietary', or which a reasonable person would understand to be confidential given the nature of the information

3. Vendor's Obligations

The Vendor agrees to:

• Hold all Confidential Information in strict confidence using at minimum the same standard of care as it applies to its own most sensitive confidential information, but in no event less than reasonable care.
• Use the Confidential Information solely for the Purpose specified above and for no other purpose.
• Not disclose Confidential Information to any employee, contractor, or third party who does not have a demonstrable need to know for the Purpose and who is not bound by written confidentiality obligations at least as protective as this Agreement.
• Not use Confidential Information to compete with AamoAI, develop a competing product, or assist any third party in doing so.
• Not reverse engineer, decompile, or attempt to derive AamoAI's clinical algorithms, proprietary methodology, or source code from any Confidential Information disclosed.
• Not disclose the existence of this Agreement or the Parties' discussions without AamoAI's prior written consent.
• Maintain written records of all persons who receive Confidential Information and make such records available to AamoAI on request.
• Implement and maintain appropriate technical and organisational security measures to protect Confidential Information — at minimum, encryption at rest and in transit, access controls, and audit logging.

4. User Data — Strict Prohibition

ABSOLUTE PROHIBITION: The Vendor shall never access, process, store, transfer, or in any way use AamoAI's users' personal data — including patient health data, consumer nutritional profiles, dietician-client records, or any personally identifiable information — unless such access is explicitly required by the Purpose, expressly authorised by AamoAI in writing, and covered by a separate Data Processing Agreement. Any unauthorised access to user data constitutes a material breach of this Agreement and may constitute a criminal offence under the Information Technology Act 2000 and DPDP Act 2023.

5. Return or Destruction of Confidential Information

Upon the earlier of: (a) the completion or termination of the Purpose, (b) AamoAI's written request, or (c) the termination of this Agreement — the Vendor shall:

• Immediately cease all use of Confidential Information.
• Return to AamoAI all Confidential Information in its possession in tangible form, or destroy it as directed by AamoAI.
• Delete all electronic copies of Confidential Information from all systems, devices, and storage media, including backup systems, within fifteen (15) days.
• Provide AamoAI with written certification signed by an authorised officer of the Vendor confirming that all Confidential Information has been returned or destroyed within thirty (30) days.

6. Specific Vendor Categories — Additional Obligations

6.1 Technology Vendors (AWS, Mailgun, Razorpay, etc.)

Technology vendors who host, process, or transmit AamoAI data must: maintain ISO 27001 certification or equivalent; process data only in Indian AWS regions (ap-south-1) unless AamoAI specifically authorises cross-border transfer in writing; notify AamoAI of any security incident within 2 hours of detection; provide AamoAI with audit rights on 10 business days' notice.

6.2 Data Partners (BigBasket, FMCG companies, price data providers)

Data partners who receive AamoAI's ingredient database, recipe library, or nutritional methodology must: not use AamoAI's compiled IFCT data to train machine learning models; not share AamoAI's data structure or methodology with competitors; not reproduce or resell AamoAI's compiled datasets; attribute AamoAI when displaying AamoAI-sourced information to end users.

6.3 API Integration Partners

API partners who receive AamoAI's API specifications, endpoint documentation, or integration architecture must: implement API security per AamoAI's specifications; not expose AamoAI's API endpoints or credentials to unauthorised parties; not build derivative APIs or services on AamoAI's API architecture without written permission; report any API security vulnerabilities to security@aamoai.com within 24 hours of discovery.

6.4 eCommerce and Product Partners (spice companies, ingredient suppliers)

eCommerce and product partners who receive AamoAI's clinical prescription data, dietician usage patterns, or ingredient intelligence must: use the information only to supply the products specified in the commercial agreement; not share clinical prescription patterns or dietician preference data with competitors; not use AamoAI's clinical data to make marketing claims without AamoAI's written approval.

7. Term and Survival

This Agreement commences on the Effective Date and continues for three (3) years, unless the Parties agree otherwise in writing. Confidentiality obligations survive termination for five (5) years with respect to general Confidential Information and indefinitely with respect to AamoAI's clinical algorithms, source code, and proprietary methodology.

8. Remedies and Liability

8.1 The Vendor acknowledges that any breach of this Agreement would cause irreparable harm to AamoAI for which monetary damages would be inadequate. AamoAI shall be entitled to seek immediate injunctive relief from any court of competent jurisdiction without notice to the Vendor and without proving actual damage.

8.2 In addition to injunctive relief, AamoAI shall be entitled to recover all direct, indirect, consequential, and punitive damages arising from any breach, including but not limited to lost business opportunities, reputational harm, and the cost of remediation.

8.3 A breach of Section 4 (User Data) shall be deemed a material breach entitling AamoAI to terminate all commercial agreements with the Vendor immediately and without notice.

9. General Provisions

9.1 Governing Law: The laws of India. Exclusive jurisdiction: courts of Rajasthan, India.

9.2 This Agreement does not create any agency, partnership, joint venture, or employment relationship between the Parties.

9.3 This Agreement does not obligate either Party to enter into any commercial agreement. It governs only the treatment of Confidential Information disclosed during evaluation or engagement.

9.4 The Vendor shall not make any public announcement regarding its relationship with AamoAI without AamoAI's prior written consent.

9.5 Stamp duty: as applicable under Rajasthan Stamp Act. Cost borne by the Vendor unless otherwise agreed.

FOR AND ON BEHALF OF

AamoAI™

[Registered entity name]

Jodhpur, Rajasthan

Signature: _______________________________

Name: _______________________________

Title: _______________________________

Date: _______________________________

Place: _______________________________

FOR AND ON BEHALF OF

[Vendor full legal name]

[Vendor address]

[City, State]

Signature: _______________________________

Name: _______________________________

Title: _______________________________

Date: _______________________________

Place: _______________________________

WITNESSES

Witness 1

Signature: _______________________________

Name: _______________________________

Address: _______________________________

Witness 2

Signature: _______________________________

Name: _______________________________

Address: _______________________________