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1. Parties to the Agreement

This Non-Tampering and Disclosure Agreement ("Agreement") is entered into between:

• Qinvox — IT Services and Resource Mapping Company, Madurai, Tamil Nadu, India ("Agency")
• The Client — The company or individual engaging resources through Qinvox ("Client")
• The Resource — The professional talent placed by Qinvox ("Resource")

All three parties are bound by the terms of this Agreement from the date of engagement commencement.

2. Non-Disclosure Obligations

1. The Resource shall not disclose any Proprietary Information of the Client to any third party during or after the engagement.
2. The Client shall not disclose Qinvox's sourcing methodology, resource costs, or internal processes to competitors.
3. Confidentiality obligations survive termination of this Agreement for a period of 3 (three) years.
4. Exceptions apply only where disclosure is required by applicable law or court order, with prior written notice to affected parties.

3. Non-Tampering Provisions

1. The Resource shall not access any systems, files, or databases beyond the scope explicitly defined in the agreed Statement of Work (SOW).
2. The Resource shall not introduce malicious code, backdoors, unauthorised scripts, or any security vulnerabilities intentionally into the Client's codebase.
3. The Resource shall not copy, transfer, or retain Client data beyond the duration of the engagement without explicit written consent.
4. Any accidental access to out-of-scope systems must be reported to the Client and Qinvox within 24 hours.
5. Breach of non-tampering provisions constitutes immediate termination and may result in legal action and financial liability.

4. Intellectual Property Assignment

1. All work product created by the Resource during the engagement — including code, designs, documentation, reports, and any derivative works — is considered work-for-hire and is the sole property of the Client upon full payment.
2. IP transfer is automatic and does not require a separate assignment deed unless requested.
3. The Resource retains no rights to the Client's codebase, systems, or creative outputs after engagement ends.
4. Pre-existing tools, frameworks, or open-source libraries used remain the property of their respective owners under their applicable licences.

5. Non-Solicitation Clause

1. The Client agrees not to directly hire, solicit, or approach any Qinvox-placed resource for full-time employment without Qinvox's written consent during the engagement and for 12 (twelve) months post-engagement.
2. Violation of this clause entitles Qinvox to a placement fee equivalent to 25% of the resource's annual CTC or 3 months' contract value — whichever is higher.
3. The Resource agrees not to solicit or accept direct engagement with the Client's competitors using knowledge gained during placement, for 12 months post-engagement.

6. Data Protection & Compliance

1. All resources handling personal data are required to comply with applicable data protection laws including GDPR (EU), PDPA (India), CCPA (California), and equivalent regional legislation.
2. Resources shall not store Client data on personal devices unless explicitly authorised and encrypted per Client policy.
3. Upon engagement termination, all Client data must be securely deleted from Resource devices within 7 business days.
4. Qinvox maintains records of data processing activities for compliance audit purposes.

7. Governing Law & Dispute Resolution

8. Amendments & Execution

1. This Agreement may be amended only by written consent of all three parties.
2. Digital signatures (DocuSign, AdobeSign, or equivalent) are accepted as legally binding.
3. This Agreement becomes effective upon the commencement of any resource engagement and supersedes all prior oral agreements.