Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT This NON-DISCLOSURE AGREEMENT is made on [effective_date] BETWEEN [disclosing_party], having its address at [disclosing_address] (the "Disclosing Party"); AND [receiving_party], having its address at [receiving_address] (the "Receiving Party"). The parties record that this Agreement is [mutual_or_oneway]. Where it is mutual, each party is to be treated as both a Disclosing Party and a Receiving Party in respect of information it discloses or receives, and the obligations below apply reciprocally. 1. PURPOSE The parties wish to explore and discuss the following, and it is necessary for confidential information to be exchanged for that limited purpose (the "Purpose"): [purpose] 2. CONFIDENTIAL INFORMATION 2.1 "Confidential Information" means all non-public information disclosed by the Disclosing Party, in any form, whether or not marked confidential, including business plans, financial information, customer and supplier data, pricing, technical data, source code, designs, processes, know-how, and the fact and content of the parties' discussions. It includes, without limitation: [confidential_scope] 2.2 Confidential Information does NOT include information which: (a) is or becomes publicly available otherwise than through breach of this Agreement; (b) was lawfully in the Receiving Party's possession, without obligation of confidence, before disclosure; (c) is lawfully received from a third party who is free to disclose it; (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by contemporaneous records. 3. OBLIGATIONS OF THE RECEIVING PARTY The Receiving Party shall: 3.1 Use the Confidential Information solely for the Purpose and for no other purpose whatsoever; 3.2 Keep the Confidential Information strictly confidential and not disclose it to any third party; 3.3 Disclose it only to those of its employees, directors, professional advisers and contractors who genuinely need it for the Purpose, and who are bound by confidentiality obligations no less strict than these, and shall remain responsible for their compliance; 3.4 Apply to the Confidential Information at least the same degree of care it applies to its own confidential information, and in no case less than a reasonable degree of care; 3.5 Not reverse-engineer, decompile or disassemble any material or sample provided; 3.6 Promptly notify the Disclosing Party on becoming aware of any unauthorised use or disclosure, and cooperate in limiting its effect. 4. PERMITTED DISCLOSURE Nothing in this Agreement prevents disclosure required by law, by a court of competent jurisdiction, or by a regulatory or statutory authority, provided that the Receiving Party gives the Disclosing Party prompt written notice (where lawfully permitted) so that protective measures may be sought, and discloses only so much as is legally required. 5. NO LICENCE, NO WARRANTY, NO OBLIGATION 5.1 All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any licence, right, title or interest in any intellectual property of the Disclosing Party, whether by implication or otherwise. 5.2 The Confidential Information is provided "as is". The Disclosing Party makes no representation or warranty as to its accuracy or completeness. 5.3 Nothing in this Agreement obliges either party to proceed with any transaction, or to enter into any further agreement. 6. TERM AND SURVIVAL 6.1 This Agreement takes effect on the Effective Date and the confidentiality obligations shall continue for a period of [term_years] years from the date of disclosure of the relevant Confidential Information. 6.2 Obligations in respect of information constituting a trade secret shall continue for so long as that information retains the character of a trade secret. 7. RETURN AND DESTRUCTION On written demand by the Disclosing Party, or on the Purpose being abandoned, the Receiving Party shall promptly return or irretrievably destroy all Confidential Information and copies of it, and certify such destruction in writing, save for one archival copy retained solely to evidence compliance, and save for copies held on routine backup systems which shall remain subject to this Agreement. 8. REMEDIES The parties acknowledge that damages alone may not be an adequate remedy for breach of this Agreement, and that the Disclosing Party shall be entitled to seek injunctive relief and specific performance, in addition to any other remedy available in law, without being required to prove actual damage. 9. NO RESTRAINT OF TRADE Nothing in this Agreement shall be construed as restraining the Receiving Party from carrying on any lawful profession, trade or business after the term of this Agreement. The parties record that under Section 27 of the Indian Contract Act, 1872, an agreement in restraint of trade is void, and this Agreement is confined to the protection of confidential information and does not operate as a non-compete. 10. GENERAL 10.1 This Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all prior discussions on it. 10.2 No variation is effective unless in writing and signed by both parties. 10.3 If any provision is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision shall be read down to the minimum extent necessary to make it valid. 10.4 No failure or delay in exercising any right operates as a waiver of it. 10.5 Neither party may assign this Agreement without the other's prior written consent. 11. GOVERNING LAW AND DISPUTE RESOLUTION 11.1 This Agreement is governed by the laws of India. 11.2 Any dispute arising out of or in connection with this Agreement shall be referred to arbitration by a sole arbitrator appointed by mutual consent, in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be [jurisdiction_city], and the proceedings shall be in English. 11.3 Subject to the above, the courts at [jurisdiction_city] shall have exclusive jurisdiction. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. DISCLOSING PARTY RECEIVING PARTY [disclosing_party] [receiving_party] Name: Name: Designation: Designation: A NOTE ON NON-COMPETE CLAUSES IN INDIA Many NDAs circulating in India carry a clause restraining the receiving party from competing after the agreement ends. Under Section 27 of the Indian Contract Act, 1872, such a restraint is void, and Indian courts have consistently declined to enforce post-termination non-competes. The narrow statutory exception is the sale of goodwill. A restraint operating DURING the term of an engagement is treated differently and is generally enforceable. This Agreement therefore protects confidential information, which is enforceable, rather than purporting to restrain competition, which is not.