Non Disclosure Agreement Format in India

Non-Disclosure Agreement (NDA)

Document ID: TR-NDA-IND-2024-001 Effective Date: [____/____/2026]

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Instructions for Use

• Completion: This form is to be completed jointly by the Disclosing Party and the Receiving Party prior to the commencement of any confidential information exchange. Ensure all [__________] fields are accurately filled.
• Filing & Retention: Upon execution, the original signed document, along with any mandatory attachments, must be filed with [__________] department. A copy should be provided to each signatory. Retain for a minimum of seven (7) years from the Effective Date or the date of termination, whichever is later.
• Mandatory Attachments: No additional attachments are strictly mandatory for the agreement itself unless specified within a particular clause (e.g., Schedule of specific confidential items, though generally the definition is broad).

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Document Body

This Non-Disclosure Agreement (the "Agreement") is made and entered into on this [__________] day of [__________], [__________], (the "Effective Date")

BY AND BETWEEN:

1. The Disclosing Party:

Name of Entity/Individual: [____________________] Type of Party: [ ] Company [ ] Individual Company Identification Number (CIN) or Permanent Account Number (PAN): [____________________] Registered Address/Residential Address: [________________________________________] City: [____________________] State: [____________________] PIN: [__________] Represented by (if Company): [____________________] Designation: [____________________] (hereinafter referred to as the "Disclosing Party")

AND

2. The Receiving Party:

Name of Entity/Individual: [____________________] Type of Party: [ ] Company [ ] Individual Company Identification Number (CIN) or Permanent Account Number (PAN): [____________________] Registered Address/Residential Address: [________________________________________] City: [____________________] State: [____________________] PIN: [__________] Represented by (if Company): [____________________] Designation: [____________________] (hereinafter referred to as the "Receiving Party")

(The Disclosing Party and the Receiving Party shall hereinafter be collectively referred to as "Parties" and individually as "Party").

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RECITALS

WHEREAS, the Disclosing Party possesses certain proprietary and confidential information, knowledge, and data relating to its business, operations, products, services, technology, and strategies;

WHEREAS, the Receiving Party desires to receive such information for a specific purpose (the "Purpose") and agrees to maintain the confidentiality of such information;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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DETAILED SECTIONS

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all technical, business, financial, and other information, including but not limited to, trade secrets, know-how, designs, specifications, drawings, data, algorithms, source code, object code, software, reports, analyses, inventions, processes, techniques, methods, research, development, products, services, marketing plans, business plans, strategies, customer lists, pricing, financial data, employee information, and third-party information, whether oral, written, electronic, visual, or in any other form or medium, disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, or otherwise obtained by the Receiving Party. Confidential Information shall also include any information generated by the Receiving Party that is derived from or based upon the Disclosing Party's Confidential Information.

2. PURPOSE OF DISCLOSURE

The Receiving Party agrees to receive the Confidential Information solely for the purpose of: [____________________________________________________________________] (e.g., evaluating a potential business relationship, developing a project, providing services)

3. OBLIGATIONS OF RECEIVING PARTY

3.1. Non-Disclosure: The Receiving Party shall not, at any time, directly or indirectly, disclose, disseminate, publish, or otherwise make available any Confidential Information to any third party without the prior written consent of the Disclosing Party.

3.2. Limited Use: The Receiving Party shall use the Confidential Information solely for the Purpose stated in Section 2 and for no other purpose whatsoever.

3.3. Protection: The Receiving Party shall exercise the same degree of care to protect the Confidential Information as it uses to protect its own proprietary and confidential information of a similar nature, but in no event less than a reasonable degree of care.

3.4. Copying Restrictions: The Receiving Party shall not copy, reproduce, or store Confidential Information without the Disclosing Party's prior written consent, except as reasonably necessary for the Purpose. Any authorized copies shall bear the same proprietary and confidential legends as the original.

3.5. Notification of Breach: The Receiving Party shall immediately notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement.

3.6. Permitted Disclosure: The Receiving Party may disclose Confidential Information only to its employees, directors, officers, agents, and professional advisors (collectively, "Representatives") who have a legitimate need to know such information for the Purpose, provided that: * (a) such Representatives are informed of the confidential nature of the information and are bound by confidentiality obligations no less restrictive than those contained herein; and * (b) the Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

4. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

The obligations of confidentiality under this Agreement shall not apply to any information that the Receiving Party can demonstrate: * (a) is or becomes publicly known through no wrongful act or omission of the Receiving Party; * (b) was already rightfully in the Receiving Party's possession prior to its disclosure by the Disclosing Party, without breach of any confidentiality obligation; * (c) is independently developed by the Receiving Party without reference to or reliance on the Disclosing Party's Confidential Information; * (d) is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any confidentiality obligation; * (e) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party of such requirement and cooperates with the Disclosing Party to seek a protective order or other appropriate remedy.

5. TERM

This Agreement shall commence on the Effective Date and shall continue in full force and effect for an initial period of [__________] years ([ ] indefinite), unless terminated earlier in accordance with its terms. Notwithstanding the foregoing, the obligations of confidentiality and non-use regarding Confidential Information shall survive the termination or expiration of this Agreement for a period of [__________] years from the date of such termination or expiration.

6. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Upon written request by the Disclosing Party or upon the termination or expiration of this Agreement, the Receiving Party shall, at its option, promptly return to the Disclosing Party or destroy all Confidential Information (including all copies thereof) in its possession or control, and shall certify in writing to the Disclosing Party that such return or destruction has been completed.

7. NO LICENSE OR WARRANTY

7.1. No License: Nothing in this Agreement shall be construed as granting or implying any license, right, title, or interest in any Confidential Information or intellectual property rights of the Disclosing Party to the Receiving Party.

7.2. No Warranty: The Disclosing Party provides the Confidential Information on an "AS IS" basis and makes no representation or warranty, express or implied, as to the accuracy, completeness, or performance of the Confidential Information.

8. REMEDIES

The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to the Disclosing Party, for which monetary damages alone would not be an adequate remedy. Therefore, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent any actual or threatened breach of this Agreement.

9. INDEMNIFICATION

The Receiving Party shall indemnify, defend, and hold harmless the Disclosing Party from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this Agreement by the Receiving Party or its Representatives.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.

11. JURISDICTION

The Parties irrevocably agree that the courts in [____________________] (City, State), India shall have exclusive jurisdiction to hear and determine any suit, action, or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed from the Agreement, and the remaining provisions shall remain in full force and effect.

13. WAIVER

No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power, or privilege.

14. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

15. NOTICES

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given: (a) when delivered personally; (b) when sent by registered or certified mail, return receipt requested; (c) when sent by reputable overnight courier service; or (d) when sent by email with confirmation of receipt, to the addresses specified for each Party above or to such other address as a Party may designate by notice in accordance with this Section.

16. ASSIGNMENT

Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party.

17. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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EXECUTION & SIGNATURE BLOCK

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

FOR AND ON BEHALF OF THE DISCLOSING PARTY:

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Authorized Signature

Printed Name: [____________________]

Title: [____________________]

Date: [____/____/2026]

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FOR AND ON BEHALF OF THE RECEIVING PARTY:

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Authorized Signature

Printed Name: [____________________]

Title: [____________________]

Date: [____/____/2026]

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.