The main legal point established in the judgment is that negative covenants in a non-disclosure agreement, including non-compete and non-solicitation clauses, can only be enforced during the period of the contract and not beyond the expiry of the agreement period.

R. BANUMATHI, J.

1. Aggrieved by the order passed by the learned single Judge dated 10.7.2012 dismissing the application filed by the Appellant/plaintiff for interim injunction restraining the respondent/defendant from directly or in its capacity as sub-contractor to any of the appellant's competitors, taking orders from any of the customers of the appellant, the present appeal is filed.

2. According to the appellant, it is a leading global OEM (Original Equipment Manufacturer) and supplying cement plant machinery, spare parts and services to various customers in India and globally for the past 128 years. The appellant, being a part of an international conglomerate, its Research and Developmental activities take place globally in various centres of excellence. The appellant and its sister concerns supply the cement and mineral industries globally with everything ranging from engineering, single machines and complete processing plants, to maintenance, support services and operation of processing facilities and they have developed a vast global pool of specialised engineering resources that is unique to the cement industry. The conglomerate's Dania test centre in Denmark is the cement industry's largest with laboratories and pilot testing facilities for global projects, including a broad range of emissions and environmental solutions for new and existing plants. The customer base of the appellant is wide ranging and includes reputed players in the cement industry, such as Madras Cements Ltd., Chettinad Cements, Binani Cements Ltd., JK Lakshmi Cements, ACC Limited, Ambuja Cements, Rain Cements, Dalmia Cements, Ultratech Cements Ltd., etc.

3. It is the further case of the appellant that in the course of its business activities it developed the respondent as a vendor for manufacturing heat resistant castings, such as dip tubes/casted central tubes, kiln outlet sector, Inlet sectors etc., for the cement industry and supplying the same to the customers of the appellant. These castings were to be manufactured by the respondent strictly in accordance with the specifications and requirements of the appellant. Apart from this, the respondent was also manufacturing various connected ancillaries such as grizzly bars, parts of cast central tube, namely, hanger elements, top elements, etc. Several proprietary information and material belonging to the appellant, such as technical and manufacturing drawings, material specifications and documents containing knowhow, created specifically by the appellant were furnished to the respondent. The respondent's mandate was to use appellant's drawings/prototypes to manufacture the final product, after approval of the model by the appellant, and to supply the same to the appellant for final supply to the end-user.

4. It is the further case of the appellant that to protect the confidentiality and secrecy associated with the appellant's trade secrets due to their innovativeness and high commercial significance, the appellant had entered into a Non-Disclosure Agreement dated 22.05.2006 with the respondent. Subsequent to the execution of non-disclosure agreement, the appellant passed on several vital proprietary information including technical drawings, trade secrets, quality requirements and means/ways to achieve the required quality for the part/product and information pertaining to its customers, to the respondent. The respondent started manufacturing different parts for the cement industry based on the primary contract between the appellant and its customers. While so, after two years, the appellant came to know of a serious violation of the agreement dated 22.05.2006 as well as breach of fiduciary duty on the part of the respondent. In November, 2008, the appellant came to know that the respondent had directly taken an order from a customer of the appellant, namely, Madras Cements and had written to the respondent in this regard vide letter dated 12.11.2008. The respondent's Managing Direct