Non Disclosure Agreement Format for Consultant India

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into as of this [___] day of [___________], 20[__] (the "Effective Date"), by and between:

[___________], a company/individual organized and existing under the laws of India, having its principal place of business/residence at [______________________________________] (hereinafter referred to as the "Disclosing Party");

AND

[___________], a consultant/service provider having their principal place of business/residence at [______________________________________] (hereinafter referred to as the "Consultant").

The Disclosing Party and the Consultant shall be collectively referred to as the "Parties" and individually as a "Party."

1. PURPOSE

The Disclosing Party wishes to engage the Consultant for the purpose of [______________________________________] (the "Purpose"). In connection with this Purpose, the Disclosing Party may disclose certain proprietary and confidential information to the Consultant.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Consultant, whether orally, in writing, or via electronic means, including but not limited to business plans, financial data, client lists, software code, trade secrets, designs, marketing strategies, and any information marked "Confidential" or which reasonably should be understood to be confidential given the nature of the information.

3. OBLIGATIONS OF THE CONSULTANT

The Consultant agrees to: a) Maintain the Confidential Information in strict confidence and use the same degree of care as it uses to protect its own confidential information, but in no event less than a reasonable degree of care. b) Use the Confidential Information solely for the Purpose stated in this Agreement. c) Not disclose, publish, or otherwise communicate the Confidential Information to any third party without the prior written consent of the Disclosing Party. d) Limit access to the Confidential Information to those of its employees or agents who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

4. EXCLUSIONS

Confidential Information shall not include information that: a) Is or becomes generally known to the public through no breach of this Agreement by the Consultant; b) Was in the Consultant's possession or known by it prior to receipt from the Disclosing Party; c) Is rightfully obtained by the Consultant from a third party without breach of any confidentiality obligation; d) Is independently developed by the Consultant without the use of the Confidential Information.

5. COMPELLED DISCLOSURE

If the Consultant is required by law, regulation, or court order to disclose any Confidential Information, the Consultant shall provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.

6. TERM AND TERMINATION

This Agreement shall remain in effect for a period of [___] years from the Effective Date. The Consultant’s obligations of confidentiality shall survive the termination of this Agreement or the completion of the Consultant’s services for a period of [___] years.

7. RETURN OF MATERIALS

Upon the written request of the Disclosing Party or upon the termination of the engagement, the Consultant shall promptly return or destroy all documents, records, and electronic media containing Confidential Information and certify such destruction in writing.

8. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts in [___________], India.

9. REMEDIES

The Consultant acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate, and therefore, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior discussions, agreements, or understandings of any kind.

---

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date first above written.

For and on behalf of the Disclosing Party:

Signature: __________________________ Name: [___________________________] Designation: [______________________]

For and on behalf of the Consultant:

Signature: __________________________ Name: [___________________________] Designation: [______________________]