Non Disclosure Agreement Format for Vendor 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 incorporated under the laws of India, having its registered office at [______________________________________________________________________] (hereinafter referred to as the "Disclosing Party");

AND

[________________________________________], a company incorporated under the laws of India/an individual residing 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

"Confidential Information" shall mean any and all information, whether oral, written, graphic, or in electronic format, disclosed by the Disclosing Party to the Recipient, including but not limited to business strategies, customer lists, financial data, software, source code, trade secrets, proprietary processes, and any other information marked as "Confidential" or which by its nature should reasonably be understood to be confidential.

2. OBLIGATIONS OF THE RECIPIENT

The Recipient agrees: a) To hold the Confidential Information in strict confidence and take all reasonable precautions to protect such information; b) Not to disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Disclosing Party; c) To use the Confidential Information solely for the purpose of [______________________________________________________________________] (the "Purpose"); d) To restrict access to the Confidential Information to those employees or representatives who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

3. EXCLUSIONS

Confidential Information shall not include information that: a) Is or becomes publicly available through no breach of this Agreement by the Recipient; b) Was in the possession of the Recipient prior to disclosure by the Disclosing Party; c) Is independently developed by the Recipient without use of or reference to the Disclosing Party’s Confidential Information; d) Is required to be disclosed by law, regulation, or court order, provided the Recipient gives the Disclosing Party prompt written notice to allow the Disclosing Party to seek a protective order.

4. TERM

The obligations under this Agreement shall remain in effect for a period of ______ years from the Effective Date, regardless of whether the business relationship between the Parties terminates.

5. RETURN OF MATERIALS

Upon written request of the Disclosing Party or upon termination of the business relationship, the Recipient shall promptly return or certify the destruction of all documents and tangible items containing Confidential Information.

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. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other legal remedies available under the laws of India.

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 at [____________________].

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and may only be amended in writing signed by both Parties.

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

FOR AND ON BEHALF OF THE DISCLOSING PARTY:

Signature: ___________________________ Name: [____________________________] Title: [_____________________________] Date: ______________________________

FOR AND ON BEHALF OF THE RECIPIENT:

Signature: ___________________________ Name: [____________________________] Title: [_____________________________] Date: ______________________________