Non Disclosure Agreement Format for Vendor India Word

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into on this [____] day of [__________], 20[__] (the "Effective Date"), by and between:

[Insert Company Name], a company incorporated under the laws of India, having its registered office at [Insert Full Address] (hereinafter referred to as the "Disclosing Party");

AND

[Insert Vendor/Company Name], a company/entity incorporated under the laws of India, having its registered office at [Insert Full Address] (hereinafter referred to as the "Receiving Party").

(The Disclosing Party and the Receiving Party 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, data, documents, technical specifications, business plans, customer lists, financial data, trade secrets, software, designs, or proprietary information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or electronically, marked as "Confidential" or which by its nature should reasonably be considered confidential.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to: a) Maintain the confidentiality of all Confidential Information with the same degree of care as it uses for its own proprietary information of like importance, but in no event less than a reasonable degree of care; b) Use the Confidential Information solely for the purpose of [Insert Purpose of Engagement/Project Name] (the "Purpose"); c) Disclose Confidential Information only to those employees or consultants 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 public knowledge through no fault of the Receiving Party; b) Was in the Receiving Party’s possession prior to disclosure by the Disclosing Party; c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation.

4. COMPELLED DISCLOSURE

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall provide prompt written notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy.

5. TERM AND TERMINATION

This Agreement shall remain in effect for a period of [__] years from the Effective Date. The obligations of confidentiality shall survive the termination of any business relationship between the Parties for a period of [__] years thereafter.

6. RETURN OF MATERIALS

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

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 [Insert City, e.g., Mumbai, Delhi, Bengaluru].

8. INDEMNITY

The Receiving Party agrees to indemnify and hold harmless the Disclosing Party against any loss, damage, or expense (including reasonable legal fees) incurred as a result of any breach of this Agreement by the Receiving Party or its representatives.

9. MISCELLANEOUS

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

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

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FOR AND ON BEHALF OF [DISCLOSING PARTY NAME]

Signature: __________________________ Name: [__________________________] Designation: [__________________________]

FOR AND ON BEHALF OF [RECEIVING PARTY NAME]

Signature: __________________________ Name: [__________________________] Designation: [__________________________]

WITNESS 1: Name: [__________________________] Address: [__________________________]

WITNESS 2: Name: [__________________________] Address: [__________________________]