Non Disclosure Agreement Indian Contract Act

NON-DISCLOSURE AGREEMENT (NDA)

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

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Instructions for Use

• Completion: The Disclosing Party and Receiving Party, or their authorized representatives, must complete all [__________] fields. Ensure all details are accurate and current.
• Filing & Retention: Upon execution, file the original agreement securely. A copy should be provided to each signatory. Retain this document for a minimum of seven (7) years from the Effective Date or the termination of associated business relationships, whichever is later.
• Mandatory Attachments: No mandatory attachments are required for this standard form. However, if the Confidential Information pertains to specific documents, schematics, or lists, those may be referenced within the body of this agreement.

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Document Body

This Non-Disclosure Agreement (hereinafter referred to as "Agreement") is made and entered into on this [____] day of [__________], [____] by and between:

1. Disclosing Party: Name: [____________________] Entity Type: [____________________] Registration No. (if any): [____________________] Address: [____________________________________________________] [____________________________________________________] (hereinafter referred to as the "Disclosing Party", which expression shall unless repugnant to the context or meaning thereof, include its successors, affiliates, and assigns)

AND

2. Receiving Party: Name: [____________________] Entity Type: [____________________] Registration No. (if any): [____________________] Address: [____________________________________________________] [____________________________________________________] (hereinafter referred to as the "Receiving Party", which expression shall unless repugnant to the context or meaning thereof, include its successors, affiliates, and assigns)

The Disclosing Party and the Receiving Party are hereinafter collectively referred to as "Parties" and individually as "Party".

1. Recitals

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information, knowledge, and materials (hereinafter referred to as "Confidential Information") which it intends to disclose to the Receiving Party.

WHEREAS, the Receiving Party is desirous of receiving such Confidential Information for a specific purpose and agrees to maintain the confidentiality thereof in accordance with the terms and conditions hereinafter appearing.

2. Purpose of Disclosure

The Confidential Information is being disclosed for the following specific purpose (hereinafter referred to as the "Purpose"): [ ] Evaluation of a potential business opportunity/collaboration [ ] Development of a product/service [ ] Provision of services by the Receiving Party [ ] Due diligence for an acquisition/investment [ ] Other (please specify): [____________________________________________________] [____________________________________________________]

3. Definition of Confidential Information

"Confidential Information" means any and all information, data, documents, materials, or knowledge, whether commercial, financial, technical, operational, strategic, or otherwise, disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, in writing, orally, visually, or by any other means, which is designated as confidential or which, by its nature, would reasonably be understood to be confidential. Without limiting the generality of the foregoing, Confidential Information includes:

• Business plans, strategies, marketing plans, client lists, pricing information, financial data, and projections.
• Technical data, product specifications, designs, software (source code and object code), algorithms, formulae, know-how, inventions, research and development information, and manufacturing processes.
• Operational procedures, methods, internal policies, and trade secrets.
• Information concerning employees, contractors, partners, or affiliates.
• Any information derived from or based on any of the above.

Confidential Information shall not include information which: (a) is already in the public domain or becomes publicly known through no wrongful act of the Receiving Party; (b) was demonstrably known to the Receiving Party prior to its disclosure by the Disclosing Party, without any obligation of confidentiality; (c) is independently developed by the Receiving Party without reference to or reliance upon the Confidential Information; (d) is rightfully received by the Receiving Party from a third party without restriction and without breach of this Agreement.

4. Obligations of Receiving Party

In consideration of the disclosure of Confidential Information, the Receiving Party hereby undertakes and agrees:

(a) Non-Disclosure: To keep all Confidential Information strictly confidential and not to disclose, divulge, or make available any Confidential Information to any third party without the prior written consent of the Disclosing Party. (b) Limited Use: To use the Confidential Information solely for the Purpose specified in Clause 2 above. (c) Standard of Care: To protect the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event less than a reasonable degree of care. (d) Restriction on Copying: Not to copy, reproduce, or modify any Confidential Information, in whole or in part, except as reasonably necessary for the Purpose and only with the prior written consent of the Disclosing Party. Any authorized copies shall be subject to the same confidentiality obligations. (e) Access Control: To restrict access to Confidential Information only to those of its employees, agents, or consultants (hereinafter referred to as "Representatives") who have a legitimate need to know such information for the Purpose and who are bound by written confidentiality obligations at least as restrictive as those contained in this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. (f) Notification of Breach: To promptly notify the Disclosing Party upon becoming aware of any unauthorized disclosure or use of Confidential Information.

5. Term and Survival

This Agreement shall become effective on the Effective Date and shall remain in full force and effect for a period of [__________] ([__________]) years. Notwithstanding the foregoing, the obligations of confidentiality and non-use as set forth in Clause 4 shall survive the termination or expiration of this Agreement for a period of [__________] ([__________]) years from the date of final disclosure, or indefinitely for trade secrets.

6. Return or Destruction of Confidential Information

Upon the Disclosing Party's written request, or upon the termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party's option: (a) promptly return to the Disclosing Party all Confidential Information, including all copies, reproductions, or extracts thereof, in any form or medium; or (b) destroy all Confidential Information and certify such destruction in writing to the Disclosing Party within [__________] ([__________]) days of such request.

Notwithstanding the foregoing, the Receiving Party may retain one copy of the Confidential Information for archival purposes solely to comply with applicable legal or regulatory requirements, provided such retained copy remains subject to the confidentiality obligations of this Agreement.

7. No License

Nothing in this Agreement shall be construed as granting or conferring upon the Receiving Party any rights, title, interest, or license, express or implied, in any patents, copyrights, trademarks, trade secrets, or any other intellectual property rights pertaining to the Confidential Information. All such rights shall remain exclusively with the Disclosing Party.

8. Remedies

The Receiving Party acknowledges that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other remedies available at law or in equity, without being required to post bond or other security.

9. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India, specifically the Indian Contract Act, 1872, and other applicable statutes. The Courts in [__________] ([__________], e.g., Mumbai, Delhi, Bengaluru) shall have exclusive jurisdiction to entertain any suit or proceeding arising out of or in connection with this Agreement.

10. Indemnity

The Receiving Party shall indemnify, defend, and hold harmless the Disclosing Party, its affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, costs, damages, and expenses (including reasonable legal fees) arising out of or in connection with any breach by the Receiving Party of its obligations under this Agreement.

11. Assignment

The Receiving Party shall not assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Disclosing Party.

12. Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from the Agreement, and the remainder of the Agreement shall continue in full force and effect.

13. Entire Agreement

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

14. Notices

All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail with acknowledgment due, or by reputable courier service, to the addresses first set forth above.

15. Amendment

This Agreement may only be amended or modified by a written instrument signed by duly authorized representatives of both Parties.

16. Relationship of Parties

Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, agency, employment, or any other form of legal association between the Parties.

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Execution & Signature Block

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

FOR AND ON BEHALF OF THE DISCLOSING PARTY:

Authorized Signature: ____________________ Printed Name: [____________________] Title: [____________________] Date: [____/____/2026]

FOR AND ON BEHALF OF THE RECEIVING PARTY:

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.