Schedule 5
Updation Date and Time
10 May 2025
Schedule 5 – The Alliance Membership & Non-Disclosure Agreement Template
Alliance Membership & Non-Disclosure Agreement
This Alliance Membership & Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this ___ day of __________, [year], by and between:
The Indian Society of Artificial Intelligence and Law (ISAIL.IN), located at 8/12, Patrika Marg, Civil Lines, Prayagraj (Allahabad), Uttar Pradesh, India - 211001, herein referred to as the “Disclosing Party”; and
[Name of Entity], a [type of entity], located at [insert address], herein referred to as the “Receiving Party” or “Member”.
WHEREAS:
ISAIL.IN has established the AiStandard.io Alliance (also known as AI Standardisation Alliance) to promote ethical AI practices and collaborative innovation;
The Receiving Party wishes to join the AiStandard.io Alliance and participate in its activities as an Alliance Member;
ISAIL.IN possesses certain confidential and proprietary information related to its research, strategic initiatives, collaborative projects, and operations;
The Receiving Party may have access to such Confidential Information as part of their role in the Alliance;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:
1. Alliance Membership:
1.1. The Receiving Party is granted membership in the AiStandard.io Alliance under the Chapter 3 of the AiStandard.io Alliance Charter.
1.2. The Receiving Party agrees to abide by all terms and conditions set forth in the AiStandard.io Alliance Charter, including but not limited to the obligations outlined in Article 18.
1.3. The Receiving Party acknowledges and agrees to the rights of Alliance Members as specified in Article 21 of the Charter.
2. Definitions:
2.1. Confidential Information: “Confidential Information” refers to any information, technical data, or know-how (whether disclosed before or after the date of this Agreement), including but not limited to:
2.1.1.Business and product/service plans, financial projections, customer lists, business forecasts, sales and merchandising data, human resources information, patents, patent applications, source code or object code, research data, inventions, processes, designs, drawings, engineering details, marketing strategies, or financial information;
2.1.2.Information disclosed by either Party (Disclosing Party or Receiving Party) relating to their respective organisations’ operations, research activities, collaborative projects under the bylaws of ISAIL.IN and the AiStandard.io Alliance Charter;
2.1.3.Intellectual property and all other materials owned by either Party or generated through collaborative activities under this Agreement that have been marked or identified as confidential;
2.1.4.Oral statements made by either Party to the other Party that are considered confidential; and
2.1.5.All discussions or negotiations taking place between the Parties during the term of this Agreement.
2.2. Damages: “Damages” refers to any monetary compensation or legal remedy sought by either Party in the event of a breach of this Agreement due to unauthorized disclosure or misuse of Confidential Information.
2.3. Intellectual Property (IP): “Intellectual Property” includes trade secrets, patents (whether applied for or granted), copyrights, know-how, processes, ideas, inventions (whether patentable or not), algorithms, databases, reports, technical drawings and designs. It also includes any proprietary technology related to ISAIL.IN’s operations as well as any intellectual property deemed confidential by both Parties.
2.4. License to Use: “License to Use” refers to the limited right granted to either Party for using Confidential Information and Intellectual Property solely for fulfilling obligations under AiStandard.io Alliance Charter. This use must adhere to ISAIL.IN’s bylaws and the AiStandard.io Alliance Charter and excludes any unauthorized use for personal gain.
2.5. Sensitive Personal Information: “Sensitive Personal Information” refers to personal data such as names, addresses, phone numbers; medical records; financial details; and other information related to ISAIL.IN’s beneficiaries and stakeholders that must be protected from unauthorized access.
2.6. Member: “Member” refers to any corporeal entity that has been granted Alliance Membership in the AI Standardisation Alliance under the AiStandard.io Alliance Charter (‘Charter’). Members are bound by this Agreement as well as ISAIL.IN’s bylaws and Charter.
3. Non-Disclosure and Non-Use Obligations:
3.1. The Member acknowledges that during their participation in Alliance activities under AiStandard.io Alliance Charter, ISAIL.IN’s Privacy Policy and other bylaws of ISAIL.IN, they may have access to Confidential Information.
3.2. The Member agrees to maintain strict confidentiality of all Confidential Information and shall not engage in any unauthorized use (“Unauthorized Use”) including but not limited to disclosure, misuse, sharing, copying, infiltration or transmission.
3.3. The Member shall implement reasonable measures to safeguard Confidential Information from unauthorized access or disclosure in accordance with ISAIL.IN’s Privacy Policy.
3.4. Confidentiality of Alliance Membership Process: The Receiving Party acknowledges that its status as an Alliance Member is a privilege granted by ISAIL.IN and is subject to strict confidentiality.
3.4.1.The Receiving Party agrees that it shall not disclose, discuss, or share any details regarding the procedures, formalities, criteria, or internal communications related to the application, evaluation, or conferral of Alliance Membership. This includes, but is not limited to:
3.4.1.1. Any discussions with ISAIL.IN personnel, Board of Trustees, Secretariat members, or other Alliance Members regarding the process of application or approval.
3.4.1.2. Terms of membership, including any special considerations or arrangements.
3.4.1.3. Internal communications or deliberations related to the Receiving Party's membership status.
3.4.1.4. Information about other organisations' membership status or application process.
3.4.2.The Receiving Party shall ensure that all its employees, representatives, and affiliates who are privy to information about the Alliance membership process are bound by similar confidentiality obligations.
3.4.3.The Receiving Party acknowledges that any breach of confidentiality regarding the Alliance membership process may lead to a review of their membership status. ISAIL.IN reserves the right to take appropriate measures, which may include membership suspension or termination, to safeguard the integrity of the Alliance and protect the confidentiality of its processes. ISAIL.IN may also consider other remedial actions as necessary to address any potential reputational impact or breach of trust.
4. Exclusions from Confidential Information: The confidentiality obligations under this Agreement shall not apply to information that:
4.1. Is or becomes publicly available through no fault of the Member;
4.2. Was known to the Member prior to disclosure by ISAIL.IN;
4.3. Is independently developed by the Member without reference to the Confidential Information; or
4.4. Is required to be disclosed by law or court order, provided that the Member promptly notifies ISAIL.IN of such requirement.
5. Adherence to ISAIL.IN Bylaws and AiStandard.io Alliance Charter:
5.1. The Member acknowledges that their participation in the Alliance is subject to compliance with ISAIL.IN’s bylaws and policies outlined in the AiStandard.io Alliance Charter.
5.2. Any breach of confidentiality obligations under this Agreement may also constitute a violation of these governing documents and may result in disciplinary action by ISAIL.IN’s governing body.
6. Intellectual Property:
6.1. All intellectual property—including trade secrets, patents (whether applied for or granted), copyrights, know-how—disclosed during Alliance activities remains solely owned by ISAIL.IN unless otherwise agreed upon in writing.
6.2. No rights or licenses are granted under this Agreement for any intellectual property owned by ISAIL.IN except for limited use necessary for fulfilling obligations as a member.
7. License to Use: The use of intellectual property and all tangible/intangible materials shared with Members is strictly limited to fulfilling tasks mutually agreed upon within ISAIL.IN’s framework at the discretion of the Secretariat but excludes any personal gain or unauthorized use.
8. Return/Destruction of Confidential Information: Upon termination of membership or upon request by ISAIL.IN at any time during membership tenure:
8.1. The Member shall promptly return all materials containing Confidential Information;
8.2. Alternatively destroy all copies if requested by ISAIL.IN.
9. Term: The confidentiality obligations under this Agreement shall survive for a period of five (5) years following termination of membership.
10. Remedies: The Member acknowledges that any breach may result in irreparable harm to ISAIL.IN for which monetary damages may be inadequate compensation; therefore ISAIL.IN reserves rights toward injunctive relief along with other legal remedies.
11. Applicable Law & Jurisdiction: This Agreement shall be governed by Indian law with exclusive jurisdiction resting with courts located in Prayagraj (Allahabad), Uttar Pradesh.
12. Dispute Resolution Clause: In case of disputes arising out of this Agreement:
12.1. Parties shall first attempt resolution through mediation administered by CORD (Centre for Online Resolution of Disputes) per CORD Rules.
12.2. If unresolved within 45 days through mediation, disputes will proceed to arbitration administered by CORD as per CORD Rules.
12.3. The seat of arbitration shall be Prayagraj (Allahabad), Uttar Pradesh.
13. Interpretation of Ambiguous or Vague Terms and Phrases: In case of ambiguity or vagueness or multiple interpretations of any term or phrase in the present Agreement, the intent of the parties shall be deemed to be the interpretation which protects ISAIL.IN from the unauthorised use, dissemination, or publication of confidential information, sensitive personal information, intellectual property, tangible or intangible materials.
14. Severability: If a court finds any provision of this Non-Disclosure Agreement to be invalid or unenforceable, the remainder of this Non-Disclosure Agreement shall be interpreted so as to represent the intent of the parties in the best possible manner.
15. Integration: This Non-Disclosure Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings in respect of non-disclosure related matters. This Non-Disclosure Agreement may not be amended, except in writing signed by both parties.
16. Waiver: The failure to exercise any right provided in this Non-Disclosure Agreement shall not be treated as a waiver of that right and shall also not be treated as a waiver of any prior or subsequent rights.
IN WITNESS WHEREOF, the parties have executed this Alliance Membership & Non-Disclosure Agreement as of the date first above written.
Indian Society of Artificial Intelligence and Law (ISAIL.IN)
By: ____________________________
Name: __________________________
Title: _________________________
Date: _________________________
[Member Name] (Receiving Party)
By: ____________________________
Name: __________________________
Title: _________________________
Date: _________________________