Non Disclosure Agreement Template 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:

[__________________________________________________], a company/individual incorporated/residing at [__________________________________________________________________] (hereinafter referred to as the "Disclosing Party");

AND

[__________________________________________________], a company/individual incorporated/residing at [__________________________________________________________________] (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, whether oral, written, electronic, or in any other form, disclosed by the Disclosing Party to the Receiving Party, including but not limited to business plans, financial data, customer lists, trade secrets, proprietary software, technical processes, product designs, and any other information marked as "Confidential" or which should reasonably be understood to be confidential given the nature of the information.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to: a) Hold the Confidential Information in strict confidence and take all reasonable precautions to protect such information; b) Use the Confidential Information solely for the purpose of [__________________________________________________] (the "Purpose"); c) Not disclose, publish, or otherwise communicate any Confidential Information to any third party without the prior written consent of the Disclosing Party; and d) Limit 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 does not include information that: a) Is or becomes generally available to the public through no breach of this Agreement by the Receiving Party; b) Was in the Receiving Party’s possession or known by them prior to receipt from the Disclosing Party; c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or d) Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

4. COMPELLED DISCLOSURE

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, they shall provide the Disclosing Party with prompt written notice (where legally permissible) so that the Disclosing Party may 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. Upon the written request of the Disclosing Party or the termination of the business relationship, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in their possession.

6. REMEDIES

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Therefore, 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 [____________________], India.

8. MISCELLANEOUS

This Agreement constitutes the entire understanding between the Parties. No amendment or modification to this Agreement shall be valid unless in writing and signed by both Parties.

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

FOR THE DISCLOSING PARTY:

Signature: ___________________________ Name: ______________________________ Designation: ________________________ Date: _______________________________

FOR THE RECEIVING PARTY:

Signature: ___________________________ Name: ______________________________ Designation: ________________________ Date: _______________________________