Non Disclosure Agreement Format Word India

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:

[NAME OF DISCLOSING PARTY], a company incorporated under the laws of India, having its registered office at [__________________________________________________] (hereinafter referred to as the "Disclosing Party", which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns);

AND

[NAME OF RECEIVING PARTY], a [Company/Individual/LLP] incorporated/residing at [__________________________________________________] (hereinafter referred to as the "Receiving Party", which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns).

(The Disclosing Party and the Receiving Party are collectively referred to as the "Parties" and individually as a "Party").

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1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean all non-public, proprietary, or sensitive information, whether oral, written, or electronic, disclosed by the Disclosing Party to the Receiving Party, including but not limited to business plans, financial data, customer lists, software code, trade secrets, designs, intellectual property, and marketing strategies.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to: a) Maintain the Confidential Information in strict confidence and take all reasonable precautions to prevent unauthorized disclosure; b) Use the Confidential Information solely for the purpose of [__________________________________________________] (the "Purpose"); c) Not disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party.

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 disclosure by the Receiving Party; b) Was in the possession of the Receiving Party prior to disclosure; c) Is required to be disclosed by law, regulation, or court order, provided the Disclosing Party is given prompt notice of such requirement.

4. TERM

The obligations under this Agreement shall remain in effect for a period of [__] years from the Effective Date, notwithstanding the termination or completion of the business relationship between the Parties.

5. RETURN OF MATERIALS

Upon written request of the Disclosing Party or upon the termination of the business relationship, the Receiving Party shall promptly return or destroy all documents and materials containing Confidential Information and certify such destruction in writing.

6. REMEDIES

The Receiving Party 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 Indian Contract Act, 1872.

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 [_________________], India.

8. ENTIRE AGREEMENT

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

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

FOR AND ON BEHALF OF [NAME OF DISCLOSING PARTY]

Signature: __________________________ Name: _____________________________ Designation: ________________________

FOR AND ON BEHALF OF [NAME OF RECEIVING PARTY]

Signature: __________________________ Name: _____________________________ Designation: ________________________

WITNESS 1: Name: _____________________________ Signature: __________________________

WITNESS 2: Name: _____________________________ Signature: __________________________