Non Disclosure Agreement Format for Freelancer India

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the “Agreement”) is entered into as of this ______ day of ________________, 20__ (the “Effective Date”), by and between:

DISCLOSING PARTY: __________________________________________________ (Name of Company/Client), a company incorporated under the laws of India, having its principal place of business at ____________________________________________________________________________________ (hereinafter referred to as the “Disclosing Party”);

AND

RECIPIENT: __________________________________________________ (Name of Freelancer), an individual residing at/having a business address at ____________________________________________________________________________________ (hereinafter referred to as the “Recipient”).

(The Disclosing Party and the Recipient are collectively referred to as the “Parties” and individually as a “Party”).

1. DEFINITION OF CONFIDENTIAL INFORMATION

For the purposes of this Agreement, “Confidential Information” shall include any and all proprietary information, data, trade secrets, software code, business plans, financial records, customer lists, designs, marketing strategies, and any other technical or business information disclosed by the Disclosing Party to the Recipient, whether orally, in writing, or electronically, marked as “Confidential” or which should reasonably be understood to be confidential given the nature of the information.

2. OBLIGATIONS OF THE RECIPIENT

The Recipient agrees: a) To hold all Confidential Information in strict confidence and to take all reasonable precautions to protect such information; b) To use the Confidential Information solely for the purpose of performing the services as defined under the freelance agreement dated __________________ (the “Purpose”); c) Not to disclose, publish, or disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party; d) To limit access to Confidential Information to employees or contractors who have a clear “need to know” and who are bound by confidentiality obligations no less restrictive than those contained herein.

3. EXCLUSIONS

Confidential Information shall not include information that: a) Is or becomes generally available to the public other than as a result of a breach of this Agreement by the Recipient; b) Was in the Recipient’s possession or known by the Recipient prior to receipt from the Disclosing Party; c) Is rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation.

4. TERM

This Agreement shall remain in effect for a period of ______ years from the Effective Date. The obligations of confidentiality regarding trade secrets shall survive indefinitely, or until such information becomes publicly known through no fault of the Recipient.

5. RETURN OF MATERIALS

Upon the termination of the engagement or upon the written request of the Disclosing Party, the Recipient shall immediately return or, at the Disclosing Party’s option, destroy all physical and digital copies of the Confidential Information in their possession or control.

6. REMEDIES

The Recipient acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Therefore, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other legal remedies available under the laws of India, to prevent or restrain any breach or threatened breach of this Agreement.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in __________________ (City, State).

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior discussions or agreements. Any amendments to this Agreement must be made in writing and signed by both Parties.

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

FOR THE DISCLOSING PARTY:

Signature: ___________________________ Name: ______________________________ Designation: _________________________ Date: _______________________________

FOR THE RECIPIENT:

Signature: ___________________________ Name: ______________________________ PAN/Aadhar No: _____________________ Date: _______________________________